Common use of Underwritten Offerings Clause in Contracts

Underwritten Offerings. If, in connection with a request to Register Registrable Securities under Clause 12.1(a) or Clause 12.1(b), the Initiating Holders seek to distribute such Registrable Securities in an underwritten offering, they shall so advise the Company as part of the request, and the Company shall include such information in the written notice to the other Holders described in Clause 12.1(a) and Clause 12.1(b) . In such event, the right of any Holder to include its Registrable Securities in such Registration shall be conditioned upon such Holder's participation in such underwritten offering and the inclusion of such Holder's Registrable Securities in the underwritten offering (unless otherwise mutually agreed by a majority-in-interest of the Initiating Holders and such Holder, taken together) to the extent provided herein. All Holders proposing to distribute their securities through such underwritten offering shall enter into an underwriting agreement in customary form with the underwriter or underwriters of internationally recognized standing selected for such underwritten offering by the Company and reasonably acceptable to the Holders of a majority of the voting power of all Registrable Securities proposed to be included in such Registration. Notwithstanding any other provision of this Agreement, if the managing underwriter advises the Company that marketing factors (including without limitation the aggregate number of securities requested to be Registered, the general condition of the market, and the status of the Persons proposing to sell securities pursuant to the Registration) require a limitation of the number of Registrable Securities to be underwritten in a Registration pursuant to Clause 12.1(a) or Clause 12.1(b), the underwriters may (i) in the event the offering is the Company's Qualified IPO, exclude from the underwritten offering all of the Registrable Securities (so long as the only securities included in such offering are those sold for the account of the Company), or (ii) otherwise exclude up to 75% of the Registrable Securities requested to be Registered but only after first excluding all other Equity Securities from the Registration and underwritten offering and so long as the number of Registrable Securities to be included in the Registration is allocated among all Holders in proportion, as nearly as practicable, to the respective amounts of Registrable Securities requested by such Holders to be included, provided that any Initiating Holder shall have the right to withdraw its request for Registration from underwriting by written notice to the Company and the underwriters delivered at least ten (10) days prior to the effective date of the Registration Statement, and such withdrawn request for Registration shall not be deemed to constitute one of the Registration rights granted pursuant to Clause 12.1(a) and Clause 12.1(b), as the case may be. If any Holder disapproves the terms of any underwriting, the Holder may also elect to withdraw therefrom by written notice to the Company and the underwriters delivered at least ten (10) days prior to the effective date of the Registration Statement. Any Registrable Securities excluded or withdrawn from such underwritten offering shall be withdrawn from the Registration. To facilitate the allocation of shares in accordance with the above provisions, the Company or the underwriters may round the number of shares allocated to a Holder to the nearest one hundred (100) shares.

Underwritten Offerings. IfIf for any reason the Form S-3 Registration Statement under Subsection (a) above is to cover an Underwritten Offering, in connection with a request to Register Registrable Securities under Clause 12.1(a) or Clause 12.1(b), the Initiating Holders seek to distribute such Registrable Securities shall be included in an underwritten offering, they shall so advise the Company underwriting on the same terms and conditions as part the securities otherwise being sold through the underwriters. If in the good faith judgment of the requestmanaging underwriter in any Underwritten Offering, and the Company shall include such information in the written notice to the other Holders described in Clause 12.1(a) and Clause 12.1(b) . In such event, the right of any Holder to include its Registrable Securities in such Registration shall be conditioned upon such Holder's participation in such underwritten offering and the inclusion of such Holder's all of the shares of Registrable Securities in the underwritten offering (unless otherwise mutually agreed by a majority-in-interest of the Initiating Holders and such Holder, taken together) to the extent provided herein. All Holders proposing to distribute their securities through such underwritten offering shall enter into an underwriting agreement in customary form with the underwriter or underwriters of internationally recognized standing selected for such underwritten offering by the Company and reasonably acceptable to the Holders of a majority of the voting power of all Registrable Securities proposed to be included in such Registration. Notwithstanding any other provision of this Agreement, if the managing underwriter advises the Company that marketing factors (including without limitation the aggregate number of securities Common Stock requested to be Registeredregistered in such Underwritten Offering would interfere with the successful marketing of a smaller number of such shares, the general condition of the market, and the status of the Persons proposing to sell securities pursuant to the Registration) require a limitation of then the number of Registrable Securities to be underwritten in a Registration pursuant to Clause 12.1(a) or Clause 12.1(b), the underwriters may (i) in the event the offering is the Company's Qualified IPO, exclude from the underwritten offering all of the Registrable Securities (so long as the only securities included in such offering are those sold for the account of the Company), or (ii) otherwise exclude up to 75% of the Registrable Securities requested to be Registered but only after first excluding all other Equity Securities from the Registration and underwritten offering and so long as the number shares of Registrable Securities and other Common Stock to be included in the Registration is allocated among all Holders offering (except for shares to be issued by the Company in proportionan offering initiated by the Company) shall be reduced to such smaller number as the managing underwriter shall in its sole discretion determine. In this event, as nearly as practicable, to the respective amounts reduction in participation by holders of Registrable Securities requested by such Holders shall occur on a pro rata basis with all other participating holders of securities to be includedregistered under such Form S-3 Registration Statement or other Registration Statement (as applicable), provided except to the extent that any Initiating Holder shall certain holders of other securities may have the right a contractual preference to withdraw its request for Registration from underwriting by written notice to participate. In such case, the Company and the underwriters delivered at least ten (10) managing underwriter shall use their reasonable best efforts to accommodate the selling desires of the holders of Registrable Securities and the holders of other shares of Common Stock of the Company who possess such registration rights. Any shares for which the Company has received written request to register such shares and which are excluded from an underwritten public offering as discussed above, shall be withheld from the market by the holders thereof for a period of time, not to exceed 30 days prior to the effective date of and 180 days thereafter, that the Registration Statement, and such withdrawn request for Registration shall not be deemed managing underwriter reasonably determines is necessary in order to constitute one of effect the Registration rights granted pursuant to Clause 12.1(a) and Clause 12.1(b), as the case may be. If any Holder disapproves the terms of any underwriting, the Holder may also elect to withdraw therefrom by written notice to the Company and the underwriters delivered at least ten (10) days prior to the effective date of the Registration Statement. Any Registrable Securities excluded or withdrawn from such underwritten offering shall be withdrawn from the Registration. To facilitate the allocation of shares in accordance with the above provisions, the Company or the underwriters may round the number of shares allocated to a Holder to the nearest one hundred (100) sharespublic offering.

Underwritten Offerings. If, in connection with a request to Register Registrable Securities under Clause 12.1(a) Section 2.1 or Clause 12.1(b)Section 2.2, the Initiating Holders seek to distribute such Registrable Securities in an underwritten offering, they shall so advise the Company as a part of the request, and the Company shall include such information in the written notice to the other Holders described in Clause 12.1(a) Section 2.1 and Clause 12.1(b) Section 2.2. In such event, the right of any Holder to include its Registrable Securities in such Registration shall be conditioned upon such Holder's ’s participation in such underwritten offering and the inclusion of such Holder's ’s Registrable Securities in the underwritten offering (unless otherwise mutually agreed by a majority-in-interest of the Initiating Holders and such Holder, taken together) to the extent provided herein. All Holders proposing to distribute their securities through such underwritten offering shall enter into an underwriting agreement in customary form with the underwriter or underwriters of internationally recognized standing selected for such underwritten offering by the Company and reasonably acceptable to the Holders holders of a majority of the voting power of all Registrable Securities proposed to be included in such Registration. Notwithstanding any other provision of this Agreement, if the managing underwriter advises the Company that marketing factors (including without limitation the aggregate number of securities requested to be Registered, the general condition of the market, and the status of the Persons proposing to sell securities pursuant to the Registration) require a limitation of the number of Registrable Securities to be underwritten in a Registration pursuant to Clause 12.1(a) Section 2.1 or Clause 12.1(b)Section 2.2, the underwriters may (i) in the event the offering is the Company's Qualified ’s IPO, exclude from the underwritten offering all of the Registrable Securities (so long as the only securities included in such offering are those sold for the account of the Company), or (ii) otherwise exclude up to 75% seventy percent (70%) of the Registrable Securities requested to be Registered but only after first excluding all other Equity Securities from the Registration and underwritten offering and so long as the number of Registrable Securities to be included in the Registration is allocated among all Holders in proportion, as nearly as practicable, to the respective amounts of Registrable Securities requested by such Holders to be included, provided that any Initiating Holder shall have the right to withdraw its request for Registration from underwriting by written notice to the Company and the underwriters delivered at least ten (10) days prior to the effective date of the Registration Statement, and such withdrawn request for Registration shall not be deemed to constitute one of the Registration rights granted pursuant to Clause 12.1(a) and Clause 12.1(b), as the case may be. If any Holder disapproves the terms of any underwriting, the Holder may also elect to withdraw therefrom by written notice to the Company and the underwriters delivered at least ten (10) days prior to the effective date of the Registration Statement. Any Registrable Securities excluded or withdrawn from such underwritten offering shall be withdrawn from the Registration. To facilitate the allocation of shares in accordance with the above provisions, the Company or the underwriters may round the number of shares allocated to a Holder to the nearest one hundred (100) shares.

Underwritten Offerings. If, in connection with a request If the securities proposed to Register Registrable Securities under Clause 12.1(a) or Clause 12.1(b), be registered by the Initiating Holders seek Company pursuant to distribute such Registrable Securities Section 4.1 are to be disposed of in an underwritten public offering, they the notice of the Company's intention to effect such registration shall so advise designate the proposed managing underwriters of such offering (which shall be one or more underwriting firms of recognized national standing) and shall contain the Company's agreement to use its best efforts to arrange for such underwriters to include in such underwriting any Registrable Shares that the Stockholders request the Company as part of the request, and the Company shall include such information in the written notice to the other Holders described in Clause 12.1(a) and Clause 12.1(b) . In such event, the right of any Holder register pursuant to include its Registrable Securities in such Registration shall be conditioned upon such Holder's participation in such underwritten offering and the inclusion of such Holder's Registrable Securities in the underwritten offering (unless otherwise mutually agreed by a majority-in-interest of the Initiating Holders and such Holder, taken together) to the extent provided herein. All Holders proposing to distribute their securities through such underwritten offering shall enter into an underwriting agreement in customary form with the underwriter or underwriters of internationally recognized standing selected for such underwritten offering by the Company and reasonably acceptable to the Holders of a majority of the voting power of all Registrable Securities proposed to be included in such RegistrationSection 4.1. Notwithstanding any other provision of this Agreementthe foregoing, if the managing underwriter advises of the Company offering delivers a written statement to the Stockholders that marketing factors (including without limitation the aggregate number total amount of securities requested to be Registeredthat the Company, the general condition Stockholders and any other person intend to include in such offering is sufficiently large so as materially and adversely to affect the distribution thereof, then the managing underwriter of such offering shall limit the market, amount of securities included in the offering so as to eliminate such material and the status of the Persons proposing adverse effect by reducing (prior to sell securities pursuant to the Registration) require a limitation of any reduction in the number of Registrable Securities Shares to be underwritten in a Registration pursuant to Clause 12.1(a) or Clause 12.1(b), the underwriters may (i) in the event the offering is offered by the Company's Qualified IPO, exclude from the underwritten offering all of the Registrable Securities ) on a pro- rata basis (so long as the only securities included in such offering are those sold for the account of the Company), or (ii) otherwise exclude up to 75% of the Registrable Securities requested to be Registered but only after first excluding all other Equity Securities from the Registration and underwritten offering and so long as measured by the number of Registrable Securities shares of Common Stock that each of the Stockholders and any other person intended to be included in the Registration is allocated among all Holders in proportion, as nearly as practicable, to registration statement) the respective amounts number of Registrable Securities requested by such Holders to be included, provided shares that each of the Stockholders and any Initiating Holder other person shall have the right to withdraw its request include in such offering. In the event that the underwriters for Registration from underwriting by written notice the offering do not or will not agree to purchase the Registrable Shares that the Stockholders seek to sell, the Stockholders may procure additional underwriters to purchase such Registrable Shares, provided that the additional underwriters are reasonably acceptable to the Company and the underwriters delivered at least ten (10) days prior to the effective date of the Registration Statement, and such withdrawn request for Registration shall not be deemed to constitute one of the Registration rights granted pursuant to Clause 12.1(a) and Clause 12.1(b), as the case may be. If any Holder disapproves the terms of any underwriting, the Holder may also elect to withdraw therefrom by written notice to the Company and the underwriters delivered at least ten (10) days prior to the effective date of the Registration Statement. Any Registrable Securities excluded or withdrawn from such underwritten offering shall be withdrawn from the Registration. To facilitate the allocation of shares in accordance with the above provisions, the Company or the underwriters may round the number of shares allocated to a Holder to the nearest one hundred (100) sharesother underwriters.

Underwritten Offerings. If, in connection with (a) At any time that a request to Register Shelf Registration covering Registrable Securities under Clause 12.1(a) is effective, if the Required Holders deliver notice to the Company stating that they intend to effect an underwritten offering of all or Clause 12.1(bpart of its Registrable Securities included on the Shelf Registration (a “Demand Underwritten Offering”), the Initiating Holders seek Company shall amend or supplement the Shelf Registration or related Prospectus as may be necessary in order to distribute enable such Registrable Securities in an to be distributed pursuant to the underwritten offering, they shall so advise the Company as part of the request, and the Company shall include such information in the written notice to the other Holders described in Clause 12.1(a) and Clause 12.1(b) . In such event, the right of any Holder to include its Registrable Securities in such Registration shall be conditioned upon such Holder's participation in such underwritten offering and the inclusion of such Holder's Registrable Securities in the underwritten offering (unless otherwise mutually agreed by a majority-in-interest of the Initiating Holders and such Holder, taken togetherThe managing underwriter(s) to the extent provided herein. All Holders proposing to distribute their securities through administer such underwritten offering shall enter into an underwriting agreement be chosen by the Required Holders; provided that the chosen underwriters shall be of national reputation in customary form the United States and shall be subject to the prior written approval, not to be unreasonably withheld, of the Company. In connection with any underwritten offering, in the underwriter or underwriters of internationally recognized standing selected for such underwritten offering by event that the managing underwriter(s) advise the Company and reasonably acceptable to the Holders in writing that, in their good faith opinion, the total number or dollar amount of a majority of the voting power of all Registrable Securities proposed requested by the Holders to be included therein exceeds the largest number or dollar amount of Registrable Securities that can be sold in such Registration. Notwithstanding any other provision offering without adversely affecting the marketability of this Agreement, if the managing underwriter advises the Company that marketing factors offering (including without limitation an adverse effect on the aggregate number of securities requested to be Registeredper share offering price), the general condition of the marketHolders shall include in such offering, and the status of the Persons proposing to sell securities pursuant to the Registration) require a limitation of pro rata based on the number of Registrable Securities to that each Holder has requested be underwritten in a Registration pursuant to Clause 12.1(a) or Clause 12.1(b), the underwriters may (i) in the event the offering is the Company's Qualified IPO, exclude from the underwritten offering all of the Registrable Securities (so long as the only securities included in such offering are those sold for the account of the Company)underwritten offering, or (ii) otherwise exclude up to 75% of the Registrable Securities requested to be Registered but only after first excluding all other Equity Securities from the Registration and underwritten offering and so long as the such number of Registrable Securities to be included that in the Registration is allocated among all Holders good faith opinion of such underwriter(s) can be sold in proportion, as nearly as practicable, to such offering without adversely affecting the respective amounts of Registrable Securities requested by such Holders to be included, provided that any Initiating Holder shall have the right to withdraw its request for Registration from underwriting by written notice to the Company and the underwriters delivered at least ten (10) days prior to the effective date marketability of the Registration Statement, and such withdrawn request for Registration shall not be deemed to constitute one of offering (including an adverse effect on the Registration rights granted pursuant to Clause 12.1(a) and Clause 12.1(bper share offering price), as the case may be. If any Holder disapproves the terms of any underwriting, the Holder may also elect to withdraw therefrom by written notice to the Company and the underwriters delivered at least ten (10) days prior to the effective date of the Registration Statement. Any Registrable Securities excluded or withdrawn from such underwritten offering shall be withdrawn from the Registration. To facilitate the allocation of shares in accordance with the above provisions, the Company or the underwriters may round the number of shares allocated to a Holder to the nearest one hundred (100) shares.

Underwritten Offerings. If, in connection with a request (i) Holders shall be entitled to Register offer and sell their Registrable Securities under Clause 12.1(a) or Clause 12.1(b), the Initiating Holders seek pursuant to distribute such Registrable Securities in an underwritten offering, they shall so advise the Company as part of the request, and the Company shall include such information in the written notice to the other Holders described in Clause 12.1(a) and Clause 12.1(b) . In such event, the right of any Holder to include its Registrable Securities in such Registration shall be conditioned upon such Holder's participation in such underwritten public offering and the inclusion of such Holder's Registrable Securities in the underwritten offering (unless otherwise mutually agreed by a majority-in-interest of the Initiating Holders and such Holder, taken together) to the extent provided herein. All Holders proposing to distribute their securities through such underwritten offering shall enter into an underwriting agreement in customary form with the underwriter or underwriters of internationally recognized standing selected for such underwritten offering by the Company and reasonably acceptable to the Holders of a majority of the voting power of all Registrable Securities proposed to be included in such Registration. Notwithstanding any other provision of this Agreement, if the managing underwriter advises the Company that marketing factors (including without limitation the aggregate number of securities requested to be Registered, the general condition of the market, and the status of the Persons proposing to sell securities pursuant to the Registration) require a limitation of the number amount of Registrable Securities to be underwritten in a Registration pursuant to Clause 12.1(a) or Clause 12.1(b), the underwriters may (i) in the event the offering is the Company's Qualified IPO, exclude from the underwritten offering all of the Registrable Securities (so long as the only securities included offered and sold in such offering are those sold for reasonably expected to result in aggregate gross proceeds of not less than $25 million (each such underwritten offering, a “Permitted Underwritten Offering”). In the account of event that Holders intend to sell Registrable Securities in a Permitted Underwritten Offering, the Holders intending to participate in any such Permitted Underwritten Offering (the “Participating Holders”) shall so notify the Company), or (ii) otherwise exclude up to 75% of the Registrable Securities requested to which notice shall be Registered but only after first excluding all other Equity Securities from the Registration and underwritten offering and so long as the number of Registrable Securities to be included in the Registration is allocated among all Holders in proportion, as nearly as practicable, to the respective amounts of Registrable Securities requested by such Holders to be included, provided that any Initiating Holder shall have the right to withdraw its request for Registration from underwriting by written notice delivered to the Company and the underwriters delivered at least ten not less than twenty-five (1025) days prior to the effective date of the Registration Statementunderwriting agreement for such Permitted Underwritten Offering is executed (the “Underwriting Notice”); provided, and such withdrawn request for Registration shall not however, that no Underwriting Notice may be deemed to constitute one of the Registration rights granted pursuant to Clause 12.1(a) and Clause 12.1(b), as the case may be. If any Holder disapproves the terms of any underwriting, the Holder may also elect to withdraw therefrom by written notice delivered to the Company with respect to the sale of any Registrable Securities that are not covered by an effective Registration Statement. Following delivery of the Underwriting Notice, the Company shall use commercially reasonable efforts to give written notice of such request for a Permitted Underwritten Offering to all Holders of Registrable Securities within five (5) days after receipt of the Underwriting Notice and any Holders who did not deliver such Underwriting Notice may also participate in the underwriters delivered Permitted Underwritten Offering if they provide the Company with written notice at least ten fourteen (1014) days prior to the effective date of the Registration Statement. Any Registrable Securities excluded or withdrawn from underwriting agreement for such underwritten offering shall be withdrawn from the Registration. To facilitate the allocation of shares in accordance with the above provisions, the Company or the underwriters may round the number of shares allocated to a Holder to the nearest one hundred (100) sharesPermitted Underwritten Offering is executed.

Underwritten Offerings. If, in connection with 3.1 At any time during which a request to Register Shelf Registration Statement covering Registrable Securities under Clause 12.1(ais effective, if one or more Stockholders (the “Requesting Stockholders”) deliver a notice to the Company (a “Takedown Notice”) stating that it intends to effect an Underwritten Offering of all or Clause 12.1(bpart of its Registrable Securities included by it on the Shelf Registration Statement (a “Demand Underwritten Offering”), then, subject to the Initiating Holders seek conditions described in Section 3, including Section 3.3, the Company shall amend or supplement the Shelf Registration Statement as may be necessary in order to distribute enable such Registrable Securities in an underwritten offering, they shall so advise the Company as part of the request, and the Company shall include such information in the written notice to be distributed pursuant to the other Holders described in Clause 12.1(a) Demand Underwritten Offering and Clause 12.1(b) . In otherwise use its commercially reasonable efforts to facilitate such eventDemand Underwritten Offering as expeditiously as practicable, provided that the right number of any Holder to include its Registrable Securities in such Registration shall be conditioned upon such Holder's participation in such underwritten offering and the inclusion shares of such Holder's Registrable Securities in the underwritten offering (unless otherwise mutually agreed by a majority-in-interest of the Initiating Holders and such Holder, taken together) to the extent provided herein. All Holders proposing to distribute their securities through such underwritten offering shall enter into an underwriting agreement in customary form with the underwriter or underwriters of internationally recognized standing selected for such underwritten offering Common Stock requested by the Company and reasonably acceptable to the Holders of a majority of the voting power of all Registrable Securities proposed Requesting Stockholders to be included in the Demand Underwritten Offering shall either (a) equal at least five percent of all outstanding shares of Common Stock at such Registrationtime or (b) have an anticipated aggregate gross offering price (before deducting underwriting discounts and commissions) of at least $25.0 million. Notwithstanding any other provision of this AgreementWithin five days after receiving a Takedown Notice, if the managing underwriter advises the Company that marketing factors (including without limitation the aggregate number shall give written notice of securities requested such request to be Registered, the general condition of the marketall other Stockholders, and the status of the Persons proposing to sell securities pursuant subject to the Registration) require a limitation provisions of the number of Section 3.3 hereof, include in such Demand Underwritten Offering all such Registrable Securities with respect to be underwritten in a Registration pursuant to Clause 12.1(a) or Clause 12.1(b), which the underwriters may Company has received written requests for inclusion therein within five days after the Company’s giving of such notice (i) provided that in the event case of a Bought Deal, such written requests for inclusion must be received within two Business Days after the Company’s giving of such notice); provided, however, that such Registrable Securities are covered by an existing and effective Shelf Registration Statement that may be utilized for the offering is the Company's Qualified IPO, exclude from the underwritten offering all of the Registrable Securities (so long as the only securities included in such offering are those sold for the account of the Company), or (ii) otherwise exclude up to 75% and sale of the Registrable Securities requested to be Registered but only after first excluding all other Equity Securities from the Registration and underwritten offering and so long as the number of Registrable Securities to be included in the Registration is allocated among all Holders in proportion, as nearly as practicable, to the respective amounts of Registrable Securities requested by such Holders to be included, provided that any Initiating Holder shall have the right to withdraw its request for Registration from underwriting by written notice to the Company and the underwriters delivered at least ten (10) days prior to the effective date of the Registration Statement, and such withdrawn request for Registration shall not be deemed to constitute one of the Registration rights granted pursuant to Clause 12.1(a) and Clause 12.1(b), as the case may be. If any Holder disapproves the terms of any underwriting, the Holder may also elect to withdraw therefrom by written notice to the Company and the underwriters delivered at least ten (10) days prior to the effective date of the Registration Statement. Any Registrable Securities excluded or withdrawn from such underwritten offering shall be withdrawn from the Registration. To facilitate the allocation of shares in accordance with the above provisions, the Company or the underwriters may round the number of shares allocated to a Holder to the nearest one hundred (100) sharesregistered.

Underwritten Offerings. If the Registration Statement under subsection (b) above is to cover an Underwritten Offering, the Registrable Securities shall be included in the underwriting on the same terms and conditions as the securities otherwise being sold through the underwriters. If, in connection with a request to Register Registrable Securities under Clause 12.1(a) or Clause 12.1(b), the Initiating Holders seek to distribute such Registrable Securities in an underwritten offering, they shall so advise the Company as part good faith judgment of the requestmanaging underwriter in any Underwritten Offering, and the Company shall include such information in the written notice to the other Holders described in Clause 12.1(a) and Clause 12.1(b) . In such event, the right of any Holder to include its Registrable Securities in such Registration shall be conditioned upon such Holder's participation in such underwritten offering and the inclusion of such Holder's all of the shares of Registrable Securities in the underwritten offering (unless otherwise mutually agreed by a majority-in-interest of the Initiating Holders and such Holder, taken together) to the extent provided herein. All Holders proposing to distribute their securities through such underwritten offering shall enter into an underwriting agreement in customary form with the underwriter or underwriters of internationally recognized standing selected for such underwritten offering by the Company and reasonably acceptable to the Holders of a majority of the voting power of all Registrable Securities proposed to be included in such Registration. Notwithstanding any other provision of this Agreement, if the managing underwriter advises the Company that marketing factors (including without limitation the aggregate number of securities Common Stock requested to be Registeredregistered in such Underwritten Offering would interfere with the successful marketing of a smaller number of such shares, the general condition of the market, and the status of the Persons proposing to sell securities pursuant to the Registration) require a limitation of then the number of Registrable Securities to be underwritten in a Registration pursuant to Clause 12.1(a) or Clause 12.1(b), the underwriters may (i) in the event the offering is the Company's Qualified IPO, exclude from the underwritten offering all of the Registrable Securities (so long as the only securities included in such offering are those sold for the account of the Company), or (ii) otherwise exclude up to 75% of the Registrable Securities requested to be Registered but only after first excluding all other Equity Securities from the Registration and underwritten offering and so long as the number shares of Registrable Securities and other Common Stock to be included in the Registration is allocated among all offering (except for shares to be issued by the Company in an offering initiated by the Company) shall be reduced to such smaller number as the managing underwriter shall in its sole discretion determine. The reduction in participation by Holders in proportion, as nearly as practicable, to the respective amounts of Registrable Securities requested by such Holders shall occur on a pro rata basis with all other participating holders of securities to be includedregistered under such Registration Statement, provided except to the extent that any Initiating Holder shall certain holders of other securities may have a contractual preference to participate granted prior to the right to withdraw its request for Registration from underwriting by written notice to date hereof. In such case, the Company and the underwriters delivered at least ten (10) managing underwriter shall use their reasonable best efforts to accommodate the selling desires of the Holders of Registrable Securities and the Holders of other shares of Common Stock of the Company who possess such registration rights. Any shares for which the Company has received written request to register and are excluded from an Underwritten Offering as discussed above, shall be withheld from the market by the holders thereof for a period of time, not to exceed 30 days prior to the effective date of and 90 days thereafter, that the Registration Statement, and such withdrawn request for Registration shall not be deemed managing underwriter reasonably determines is necessary in order to constitute one of effect the Registration rights granted pursuant to Clause 12.1(a) and Clause 12.1(b), as the case may be. If any Holder disapproves the terms of any underwriting, the Holder may also elect to withdraw therefrom by written notice to the Company and the underwriters delivered at least ten (10) days prior to the effective date of the Registration Statement. Any Registrable Securities excluded or withdrawn from such underwritten offering shall be withdrawn from the Registration. To facilitate the allocation of shares in accordance with the above provisions, the Company or the underwriters may round the number of shares allocated to a Holder to the nearest one hundred (100) sharesUnderwritten Offering.

Underwritten Offerings. If, in connection with a request to Register Registrable Securities under Clause 12.1(aParagraph 2(a) or Clause 12.1(b)Paragraph 2(b) of this Schedule 2, the Initiating Holders seek to distribute such Registrable Securities in an underwritten offering, they shall so advise the Company as part of the request, and the Company shall include such information in the written notice to the other Holders described in Clause 12.1(aParagraph 2(a) and Clause 12.1(bor Paragraph 2(b) of this Schedule 2. In such event, the right of any Holder to include its Registrable Securities in such Registration shall be conditioned upon such Holder's ’s participation in such underwritten offering and the inclusion of such Holder's ’s Registrable Securities in the underwritten offering (unless otherwise mutually agreed by a majority-in-interest of the Initiating Holders and such Holder, taken together) to the extent provided herein. All Holders proposing to distribute their securities through such underwritten offering shall enter into an underwriting agreement in customary form with the underwriter or underwriters of internationally recognized standing selected for such underwritten offering by the Company and reasonably acceptable to the Holders holders of a majority of the voting power of all Registrable Securities proposed to be included in such Registration. Notwithstanding any other provision of this Agreement, if the managing underwriter advises the Company that marketing factors (including without limitation the aggregate number of securities requested to be Registered, the general condition of the market, and the status of the Persons proposing to sell securities pursuant to the Registration) require a limitation of the number of Registrable Securities to be underwritten in a Registration pursuant to Clause 12.1(aParagraph 2(a) or Clause 12.1(b)Paragraph 2(b) of this Schedule 2, the underwriters may (i) in the event the offering is the Company's Qualified first IPO, exclude from the underwritten offering all of the Registrable Securities (so long as the only securities included in such offering are those sold for the account of the Company), or (ii) otherwise exclude up to 75% of the Registrable Securities requested to be Registered but only after first excluding all other Equity Securities Interests from the Registration and underwritten offering and so long as the number of Registrable Securities to be included in the Registration is allocated among all Holders in proportion, as nearly as practicable, to the respective amounts of Registrable Securities requested by such Holders to be included, provided that any Initiating Holder shall have the right to withdraw its request for Registration from underwriting by written notice to the Company and the underwriters delivered at least ten (10) days prior to the effective date of the Registration Statement, and such withdrawn request for Registration shall not be deemed to constitute one of the Registration rights granted pursuant to Clause 12.1(a) and Clause 12.1(b), as the case may be. If any Holder disapproves the terms of any underwriting, the Holder may also elect to withdraw therefrom by written notice to the Company and the underwriters delivered at least ten (10) days prior to the effective date of the Registration Statement. Any Registrable Securities excluded or withdrawn from such underwritten offering shall be withdrawn from the Registration. To facilitate the allocation of shares in accordance with the above provisions, the Company or the underwriters may round the number of shares allocated to a Holder to the nearest one hundred (100) shares.

Underwritten Offerings. If, in connection with a request to Register Registrable Securities under Clause 12.1(a) Section 2 or Clause 12.1(b)Section 2.1, the Initiating Holders seek to distribute such Registrable Securities in an underwritten offering, they shall so advise the Company as a part of the request, and the Company shall include such information in the written notice to the other Holders described in Clause 12.1(a) Section 2 and Clause 12.1(b) Section 2.1. In such event, the right of any Holder to include its Registrable Securities in such Registration shall be conditioned upon such Holder's ’s participation in such underwritten offering and the inclusion of such Holder's ’s Registrable Securities in the underwritten offering (unless otherwise mutually agreed by a majority-in-interest of the Initiating Holders and such Holder, taken together) to the extent provided herein. All Holders proposing to distribute their securities through such underwritten offering shall enter into an underwriting agreement in customary form with the underwriter or underwriters of internationally recognized standing selected for such underwritten offering by the Company and reasonably acceptable to the Holders holders of a majority of the voting power of all Registrable Securities proposed to be included in such Registration. Notwithstanding any other provision of this Agreement, if the managing underwriter advises the Company that marketing factors (including without limitation the aggregate number of securities requested to be Registered, the general condition of the market, and the status of the Persons proposing to sell securities pursuant to the Registration) require a limitation of the number of Registrable Securities to be underwritten in a Registration pursuant to Clause 12.1(a) Section 2 or Clause 12.1(b)Section 2.1, the underwriters may (i) in the event the offering is the Company's Qualified ’s IPO, exclude from the underwritten offering all of the Registrable Securities (so long as the only securities included in such offering are those sold for the account of the Company), or (ii) otherwise exclude up to seventy-five percent (75% %) of the Registrable Securities requested to be Registered but only after first excluding all other Equity Securities from the Registration and underwritten offering and so long as the number of Registrable Securities to be included in the Registration is allocated (a) first, among all Holders of Ordinary Equity Interests issued or issuable upon conversion of Series A-2 Preferred Equity Interests, Series B Preferred Equity Interests and Series C Preferred Equity Interests in proportion, as nearly as practicable, to the respective amounts of Registrable Securities requested by such Holders to be included, provided that and (b) second, if there are any Initiating Holder shall have the right available Registrable Securities remaining to withdraw its request for Registration from underwriting by written notice be allocated, among Holders of other Registrable Securities in proportion, as nearly as practicable, to the Company and the underwriters delivered at least ten (10) days prior respective amounts of Registrable Securities requested by such Holders to the effective date of the Registration Statement, and such withdrawn request for Registration shall not be deemed to constitute one of the Registration rights granted pursuant to Clause 12.1(a) and Clause 12.1(b), as the case may be. If any Holder disapproves the terms of any underwriting, the Holder may also elect to withdraw therefrom by written notice to the Company and the underwriters delivered at least ten (10) days prior to the effective date of the Registration Statementincluded. Any Registrable Securities excluded or withdrawn from such underwritten offering shall be withdrawn from the Registration. To facilitate the allocation of shares equity interests in accordance with the above provisions, the Company or the underwriters may round the number of shares equity interests allocated to a Holder to the nearest one hundred (100) sharesequity interests.

Underwritten Offerings. If, in connection with a request to Register Registrable Securities under Clause 12.1(a) Section 2 or Clause 12.1(b)Section 2.1, the Initiating Holders seek to distribute such Registrable Securities in an underwritten offering, they shall so advise the Company as a part of the request, and the Company shall include such information in the written notice to the other Holders described in Clause 12.1(a) Section 2 and Clause 12.1(b) Section 2.1. In such event, the right of any Holder to include its Registrable Securities in such Registration shall be conditioned upon such Holder's ’s participation in such underwritten offering and the inclusion of such Holder's ’s Registrable Securities in the underwritten offering (unless otherwise mutually agreed by a majority-in-interest of the Initiating Holders and such Holder, taken together) to the extent provided herein. All Holders proposing to distribute their securities through such underwritten offering shall enter into an underwriting agreement in customary form with the underwriter or underwriters of internationally recognized standing selected for such underwritten offering by the Company and reasonably acceptable to the Holders holders of a majority of the voting power of all Registrable Securities proposed to be included in such Registration. Notwithstanding any other provision of this Agreement, if the managing underwriter advises the Company that marketing factors (including without limitation the aggregate number of securities requested to be Registered, the general condition of the market, and the status of the Persons proposing to sell securities pursuant to the Registration) require a limitation of the number of Registrable Securities to be underwritten in a Registration pursuant to Clause 12.1(a) Section 2 or Clause 12.1(b)Section 2.1, the underwriters may (i) in the event the offering is the Company's Qualified ’s IPO, exclude from the underwritten offering all of the Registrable Securities (so long as the only securities included in such offering are those sold for the account of the Company), or (ii) otherwise exclude up to seventy-five percent (75% %) of the Registrable Securities requested to be Registered but only after first excluding all other Equity Securities from the Registration and underwritten offering and so long as the number of Registrable Securities to be included in the Registration is allocated (a) first, among all Holders of Ordinary Shares issued or issuable upon conversion of Series A-2 Preferred Shares, Series B Preferred Shares and Series C Preferred Shares in proportion, as nearly as practicable, to the respective amounts of Registrable Securities requested by such Holders to be included, provided that and (b) second, if there are any Initiating Holder shall have the right available Registrable Securities remaining to withdraw its request for Registration from underwriting by written notice be allocated, among Holders of other Registrable Securities in proportion, as nearly as practicable, to the Company and the underwriters delivered at least ten (10) days prior respective amounts of Registrable Securities requested by such Holders to the effective date of the Registration Statement, and such withdrawn request for Registration shall not be deemed to constitute one of the Registration rights granted pursuant to Clause 12.1(a) and Clause 12.1(b), as the case may be. If any Holder disapproves the terms of any underwriting, the Holder may also elect to withdraw therefrom by written notice to the Company and the underwriters delivered at least ten (10) days prior to the effective date of the Registration Statementincluded. Any Registrable Securities excluded or withdrawn from such underwritten offering shall be withdrawn from the Registration. To facilitate the allocation of shares in accordance with the above provisions, the Company or the underwriters may round the number of shares allocated to a Holder to the nearest one hundred (100) shares.

Underwritten Offerings. If, in connection with a request to Register (i) At any time after the one-year anniversary of the date hereof and while any Units or Registrable Securities are outstanding and a Shelf Registration Statement applicable to Stockholders under Clause 12.1(aSection 3(a) or Clause 12.1(b)is not effective, the Initiating Holders seek Company shall (A) notify the Stockholders in writing at least 10 Business Days prior to distribute such Registrable Securities in an the filing of any registration statement, prospectus or prospectus supplement under the 1933 Act (excluding a registration or prospectus relating solely to employee benefit plans, or a registration relating to a corporate reorganization or other transaction on Form S-4, or a registration on any registration form that does not permit secondary sales) for purposes of a firm commitment underwritten offering, they shall so advise public offering of Common Stock by the Company as for its own account and/or for stockholders of the Company for their account (an “Underwritten Offering”) and (B) (i) include in such Underwritten Offering all or part of the request, and the Company shall include such information in the written notice Registrable Securities held by or then issuable to the other Holders described in Clause 12.1(a) and Clause 12.1(b) . In such event, the right of any Holder to include its Registrable Securities in such Registration shall be conditioned upon such Holder's participation in such underwritten offering and the inclusion of such Holder's Registrable Securities in the underwritten offering (unless otherwise mutually agreed by a majority-in-interest of the Initiating Holders and such Holder, taken together) Stockholders to the extent provided herein. All Holders proposing and on the terms and conditions set forth herein and (ii) use commercially reasonable efforts to distribute their securities through such underwritten offering shall enter into an underwriting agreement in customary form with cause the managing underwriter or underwriters of internationally recognized standing selected for such underwritten offering by the Company and reasonably acceptable Underwritten Offering to the Holders of a majority of the voting power of all Registrable Securities proposed to be included in such Registration. Notwithstanding any other provision of this Agreement, if the managing underwriter advises the Company that marketing factors (including without limitation the aggregate number of securities requested to be Registered, the general condition of the market, and the status of the Persons proposing to sell securities pursuant to the Registration) require a limitation of the number of Registrable Securities to be underwritten in a Registration pursuant to Clause 12.1(a) or Clause 12.1(b), the underwriters may (i) in the event the offering is the Company's Qualified IPO, exclude from the underwritten offering all of the Registrable Securities (so long as the only securities included in such offering are those sold for the account of the Company), or (ii) otherwise exclude up to 75% of permit the Registrable Securities requested to be Registered but only after first excluding all other Equity Securities from included in the Registration and underwritten offering and so long as the number of Registrable Securities Underwritten Offering to be included in on the Registration is allocated among all Holders in proportion, same terms and conditions as nearly as practicable, any other shares of Common Stock and to permit the respective amounts sale or other disposition of such Registrable Securities requested by such Holders to be included, provided that any Initiating Holder shall have the right to withdraw its request for Registration from underwriting by written notice to the Company and the underwriters delivered at least ten (10) days prior to the effective date of the Registration Statement, and such withdrawn request for Registration shall not be deemed to constitute one of the Registration rights granted pursuant to Clause 12.1(a) and Clause 12.1(b), as the case may be. If any Holder disapproves the terms of any underwriting, the Holder may also elect to withdraw therefrom by written notice to the Company and the underwriters delivered at least ten (10) days prior to the effective date of the Registration Statement. Any Registrable Securities excluded or withdrawn from such underwritten offering shall be withdrawn from the Registration. To facilitate the allocation of shares in accordance with the above provisionsintended method(s) of distribution thereof. If the Stockholder elects to include in any such Underwritten Offering all or a portion of the Registrable Securities, the Stockholders shall, within five Business Days after the above-described notice from the Company, so notify the Company or the underwriters may round the number of shares allocated to a Holder to the nearest one hundred (100) sharesin writing.

Underwritten Offerings. IfIf the Company at any time proposes to register any of its securities under the Securities Act, in connection with a request as contemplated by Section 2, and such securities are to Register be distributed by or through one or more underwriters, the Company will, if requested by any holder of Registrable Securities under Clause 12.1(a) or Clause 12.1(b)as provided in Section 2.1 and subject to the provisions of this Section 2.4, arrange for such underwriters to include all of the Initiating Holders seek to distribute such Registrable Securities in an to be offered and sold by such holder among the securities to be distributed by such underwriters. In the event that the managing underwriter of any underwritten offering, they shall so advise offering informs the Company as part of the request, and the Company shall include such information in the written notice to the other Holders described in Clause 12.1(a) and Clause 12.1(b) . In such event, the right holder or holders of any Holder to include its Registrable Securities in such Registration shall be conditioned upon such Holder's participation in such underwritten offering and requesting the inclusion of such Holder's Registrable Securities in the underwritten offering (unless otherwise mutually agreed by a majority-in-interest of the Initiating Holders and such Holder, taken together) to the extent provided herein. All Holders proposing to distribute their securities through such underwritten offering shall enter into an underwriting agreement in customary form with the underwriter or underwriters of internationally recognized standing selected for such underwritten offering by the Company and reasonably acceptable to the Holders of a majority of the voting power of all Registrable Securities proposed to be included in such Registration. Notwithstanding any other provision offering in writing of this Agreement, if its belief that the managing underwriter advises the Company that marketing factors (including without limitation the aggregate number of securities requested to be Registeredsold in such offering exceeds the number which can be sold in such offering, then the general condition of the market, Company will include in such offering only securities proposed to be sold by Company for its own account and the status of the Persons proposing to sell securities pursuant to the Registration) require a limitation of decrease the number of Registrable Securities so proposed to be underwritten in a Registration pursuant sold and requested to Clause 12.1(a) or Clause 12.1(b), the underwriters may (i) in the event the offering is the Company's Qualified IPO, exclude from the underwritten offering all of the Registrable Securities (so long as the only securities be included in such offering are those sold for (pro rata on the account basis of the percentage of the securities, by number of shares, of the Company requested to be included in the offering by the holder or holders of such Registrable Securities and all other holders of the Company), or (ii’s securities proposing to include shares in such offering) otherwise exclude up to 75% the extent necessary to reduce the number of the Registrable Securities requested securities to be Registered but only after first excluding all other Equity Securities from included in such offering to the Registration and underwritten offering and so long as level recommended by the number managing underwriter. The holder or holders of Registrable Securities to be included in the Registration is allocated among all Holders in proportion, as nearly as practicable, distributed by such underwriters shall be parties to the respective amounts underwriting agreement between the Company and such underwriters and any necessary or appropriate customary agreements, shall execute appropriate powers of attorney, and may at their option, require that any or all of the representations and warranties by, and the other agreements on the part of, the Company to and for the benefit of such underwriters shall also be made to and for the benefit of such holder or holders of Registrable Securities requested by such Holders to be included, provided and that any Initiating Holder shall have or all of the right to withdraw its request for Registration from underwriting by written notice conditions precedent to the Company and the obligations of such underwriters delivered at least ten (10) days prior under such underwriting agreement be conditions precedent to the effective date obligations of the Registration Statement, and such withdrawn request for Registration holder or holders of Registrable Securities. Any such holder of Registrable Securities shall not be deemed required to constitute one of the Registration rights granted pursuant make any representations or warranties to Clause 12.1(a) and Clause 12.1(b), as the case may be. If any Holder disapproves the terms of any underwriting, the Holder may also elect to withdraw therefrom by written notice to the Company and the underwriters delivered at least ten (10) days prior to the effective date of the Registration Statement. Any Registrable Securities excluded or withdrawn from such underwritten offering shall be withdrawn from the Registration. To facilitate the allocation of shares in accordance agreement with the above provisions, the Company or the underwriters may round the number other than representatives, warranties and agreements regarding such holder, such holder’s Registrable Securities and such holder’s intended method of shares allocated to a Holder to the nearest one hundred (100) sharesdistribution and any other representation required by law.

Underwritten Offerings. If, in connection with a request With respect to Register Registrable Securities under any demand registration which shall relate to an underwritten public offering pursuant to Clause 12.1(a) 2.1 above or any demand registration which relates to an underwritten public offering pursuant to Clause 12.1(b)2.2 above, the Initiating Holders seek underwriter or underwriters shall be selected by the Company, subject to distribute such Registrable Securities in an underwritten offering, they shall so advise the Company as part of the request, consultation with and the Company shall include such information in the written notice to the other Holders described in Clause 12.1(a) and Clause 12.1(b) . In such event, the right of any Holder to include its Registrable Securities in such Registration shall be conditioned upon such Holder's participation in such underwritten offering and the inclusion of such Holder's Registrable Securities in the underwritten offering (unless otherwise mutually agreed by a majority-in-interest approval of the Initiating Holders and such Holder, taken together) to the extent provided herein. All Holders proposing to distribute their securities through such underwritten offering shall enter into an underwriting agreement in customary form with the underwriter or underwriters of internationally recognized standing selected for such underwritten offering by the Company and reasonably acceptable to the Holders of representing a majority of the in voting power of all Registrable Securities proposed to on a fully-diluted basis, which approval shall not be included in such Registrationunreasonably withheld or delayed. Notwithstanding any other provision of this Agreement, if the managing underwriter advises the Company that marketing factors (including without require a limitation of the aggregate number of securities requested Equity Securities to be Registeredunderwritten, the general condition underwriters may exclude such number of Registrable Securities from the marketunderwriting as required after excluding any other Equity Securities (including, without limitation, any Equity Securities which the Company may seek to include in the underwriting for its own account and all Equity Securities that are not Registrable Securities and held by persons other than Holders) from the status of the Persons proposing to sell securities pursuant to the Registration) require underwriting. If a limitation of the number of Registrable Securities to be underwritten in a Registration is required pursuant to this Clause 12.1(a) or Clause 12.1(b)2.4, the underwriters may (i) in the event the offering is the Company's Qualified IPO, exclude from the underwritten offering all of the Registrable Securities (so long as the only securities included in such offering are those sold for the account of the Company), or (ii) otherwise exclude up to 75% of the Registrable Securities requested to be Registered but only after first excluding all other Equity Securities from the Registration and underwritten offering and so long as the number of Registrable Securities to that may be included in the Registration is underwriting by selling Holders shall be allocated among all Holders such Holders, in proportion, as nearly as practicable, to the respective amounts of Registrable Securities requested by such which the Holders would otherwise be entitled to be included, provided that any Initiating Holder shall have include in the right to withdraw its request for Registration from underwriting by written notice to the Company and the underwriters delivered at least ten (10) days prior to the effective date of the Registration Statement, and such withdrawn request for Registration shall not be deemed to constitute one of the Registration rights granted pursuant to Clause 12.1(a) and Clause 12.1(b), as the case may be. If any Holder disapproves the terms of any underwriting, the Holder may also elect to withdraw therefrom by written notice to the Company and the underwriters delivered at least ten (10) days prior to the effective date of the Registration StatementRegistration. Any Registrable Securities excluded or withdrawn from such underwritten offering underwriting shall be withdrawn from the Registration. To facilitate the allocation of shares in accordance with the above provisions, the Company or the underwriters may round the number of shares allocated to a Holder to the nearest one hundred (100) shares.

Underwritten Offerings. If, in connection with a request to Register Registrable Securities under Clause 12.1(a) or Clause 12.1(b), In the Initiating Holders seek to distribute such Registrable Securities in event the Registration Transaction is for an underwritten offering, they shall so advise the Company as part of the request, and the Company shall include such information in the written notice to the other Holders described in Clause 12.1(a) and Clause 12.1(b) . In such event, the right of any Holder Seller to include its Registrable Securities be included in such Registration a registration pursuant to this Section 2.1 shall be conditioned upon such Holder's Seller’s participation in such underwritten offering underwriting and the inclusion of such Holder's Seller’s Registrable Securities in the underwritten offering (unless otherwise mutually agreed by a majority-in-interest of the Initiating Holders and such Holder, taken together) underwriting to the extent provided herein. All Holders proposing to distribute their securities through such underwritten offering shall enter into an underwriting agreement in customary form with the underwriter or underwriters of internationally recognized standing selected for such underwritten offering by the Company and reasonably acceptable to the Holders of a majority of the voting power of all Registrable Securities proposed to be included in such Registration. Notwithstanding any other provision of this Agreement, if the managing underwriter advises the Company determines in good faith that marketing factors (including without limitation the aggregate number of securities requested to be Registered, the general condition of the market, and the status of the Persons proposing to sell securities pursuant to the Registration) require a limitation of the number of Registrable Securities shares to be underwritten in a Registration pursuant to Clause 12.1(a) or Clause 12.1(b)underwritten, the underwriters number of shares that may (i) be included in the event underwriting shall be allocated, first, to the offering is Issuer; second, to the Company's Qualified IPO, exclude from Sellers on a pro rata basis based on the underwritten offering all of the Registrable Securities (so long as the only securities included in such offering are those sold for the account of the Company), or (ii) otherwise exclude up to 75% of the Registrable Securities requested to be Registered but only after first excluding all other Equity Securities from the Registration and underwritten offering and so long as the total number of Registrable Securities held by the Sellers; and third, to be included any stockholder of the Issuer (other than a Seller) on a pro rata basis based on the total number of shares of common stock owned by those stockholders who are not Sellers desiring to participate in the Registration is allocated among all Holders in proportion, as nearly as practicable, to the respective amounts of Registrable Securities requested by such Holders to be included, provided that any Initiating Holder shall have the right to withdraw its request for Registration from underwriting by written notice to the Company and the underwriters delivered at least ten (10) days prior to the effective date of the Registration Statement, and such withdrawn request for Registration shall not be deemed to constitute one of the Registration rights granted pursuant to Clause 12.1(a) and Clause 12.1(b), as the case may beoffering. If any Holder Seller disapproves the terms of any such underwriting, the Holder such Seller may also elect to withdraw therefrom by written notice to the Company Issuer and the underwriters underwriter, delivered at least ten (10) business days prior to the effective date of the Registration Statementregistration statement. Any Registrable Securities excluded or withdrawn from such underwritten offering underwriting shall be excluded and withdrawn from the Registrationthat registration. To facilitate the allocation of shares In any event, Sellers shall maintain their Registration Rights under this Agreement with respect to Registrable Securities not included in accordance with the above provisions, the Company or the underwriters may round the number of shares allocated to a Holder to the nearest one hundred (100) sharessuch underwritten offering.

Underwritten Offerings. If, in connection with (a) If the offering of which Holdings gives notice is a request to Register Registrable Securities under Clause 12.1(a) or Clause 12.1(b), the Initiating Holders seek to distribute such Registrable Securities in public offering involving an underwritten offering, they shall so advise the Company as part of the request, and the Company shall include such information in the written notice to the other Holders described in Clause 12.1(a) and Clause 12.1(b) . In such eventunderwriter, the right of any the Registered Holder to include its Registrable Securities in such Registration registration pursuant to Section 2 shall be conditioned upon such Registered Holder's participation in such underwritten offering underwriting and the inclusion of the Securities to be sold by such Holder's Registrable Securities Registered Holder in the underwritten offering (unless otherwise mutually agreed by a majority-in-interest of underwriting. If the Initiating Holders and such Holder, taken together) to the extent provided herein. All Holders proposing Registered Holder proposes to distribute their securities Securities through such underwritten offering underwriting, it shall enter into an underwriting agreement in customary form with the representative of the underwriter or underwriters of internationally recognized standing selected for such underwritten offering by underwriters. The foregoing notwithstanding, in the Company and reasonably acceptable to the Holders case of a majority firm commitment offering involving an underwriting, if any such managing underwriter shall advise Holdings and the Registered Holder that, in its opinion, the distribution of all or a specified portion of the voting power of all Registrable Securities proposed requested to be included in the registration statement concurrently with the securities being registered by Holdings would materially adversely affect the distribution of such Registration. Notwithstanding any other provision securities by increasing the aggregate amount of this Agreement, if the offering in excess of the maximum amount of securities which such managing underwriter advises believes can reasonably be sold in the Company that marketing factors contemplated distribution, then the securities to be included in a registration which is a primary underwritten offering on behalf of Holdings shall be included in the following order: (i) first, the securities Holdings proposes to include therein and (ii) second, such other securities (including without limitation the aggregate Securities) requested to be included, pro rata among the holders (including the Registered Holder) of such other securities according to the number of securities requested to be Registered, the general condition of the market, and the status of the Persons proposing to sell securities pursuant to the Registration) require a limitation of the number of Registrable Securities to be underwritten in a Registration pursuant to Clause 12.1(a) or Clause 12.1(b), the underwriters may (i) in the event the offering is the Company's Qualified IPO, exclude from the underwritten offering all of the Registrable Securities (so long as the only securities included in by each such offering are those sold for the account of the Company), or (ii) otherwise exclude up to 75% of the Registrable Securities requested to be Registered but only after first excluding all other Equity Securities from the Registration and underwritten offering and so long as the number of Registrable Securities to be included in the Registration is allocated among all Holders in proportion, as nearly as practicable, to the respective amounts of Registrable Securities requested by such Holders to be included, provided that any Initiating Holder shall have the right to withdraw its request for Registration from underwriting by written notice to the Company and the underwriters delivered at least ten (10) days prior to the effective date of the Registration Statement, and such withdrawn request for Registration shall not be deemed to constitute one of the Registration rights granted pursuant to Clause 12.1(a) and Clause 12.1(b), as the case may be. If any Holder disapproves the terms of any underwriting, the Holder may also elect to withdraw therefrom by written notice to the Company and the underwriters delivered at least ten (10) days prior to the effective date of the Registration Statement. Any Registrable Securities excluded or withdrawn from such underwritten offering shall be withdrawn from the Registration. To facilitate the allocation of shares in accordance with the above provisions, the Company or the underwriters may round the number of shares allocated to a Holder to the nearest one hundred (100) sharesholder requesting inclusion therein.

Underwritten Offerings. If, in connection with a request to Register Registrable Securities under Clause 12.1(a) or Clause 12.1(b), In the Initiating Holders seek to distribute such Registrable Securities in event of an underwritten offering, they shall so advise the Company and each Holder will make such arrangements with the underwriters so that such Holder may participate in the offering on the same terms as part of the request, and the Company shall include and any other party selling securities in such information in the written notice to the other Holders described in Clause 12.1(a) and Clause 12.1(b) offering. In such event, the right of any Holder The Company will not be required under this Section 2 to include its any of a Holder’s Registrable Securities in such Registration shall be conditioned underwriting unless such Xxxxxx accepts the terms of the underwriting as agreed upon such Holder's participation in such underwritten offering between the Company and the inclusion of such Holder's Registrable Securities in underwriter or underwriters selected by it (or by other persons entitled to select the underwritten offering (unless otherwise mutually agreed by a majority-in-interest of the Initiating Holders underwriter or underwriters) and such Holder, taken together) to the extent provided herein. All Holders proposing to distribute their securities through such underwritten offering shall enter enters into an underwriting agreement in customary form with the an underwriter or underwriters selected by the Company, and then only in such quantity as the managing underwriters determine would not reasonably be expected to jeopardize the success of internationally recognized standing selected for such underwritten the offering by the Company (the “Maximum Offering Size”). No selling Holder may participate in any underwritten offering pursuant to this Section 2 unless such selling Holder completes and executes all questionnaires, powers of attorney, indemnities and other documents reasonably acceptable to required under the Holders terms of a majority of the voting power of all Registrable Securities proposed to be included or in connection with such Registrationunderwriting agreement. Notwithstanding any other provision of this Agreement, if the managing underwriter advises the Company underwriter(s) determine(s) in good faith that marketing factors (including without limitation the aggregate number of securities requested to be Registered, the general condition of the market, and the status of the Persons proposing to sell securities pursuant to the Registration) require a limitation of the number of Registrable Securities debt securities to be underwritten in a Registration pursuant to Clause 12.1(aunderwritten, then the managing underwriter(s) or Clause 12.1(b), the underwriters may exclude debt securities (iincluding Registrable Securities) in the event the offering is the Company's Qualified IPO, exclude from the underwritten offering all of the Registrable Securities (so long as the only securities included in such offering are those sold for the account of the Company), or (ii) otherwise exclude up to 75% of the Registrable Securities requested to be Registered but only after first excluding all other Equity Securities from the Registration and underwritten offering the underwriting, and so long as the number of Registrable Securities to debt securities that may be included in such Registration and the Registration is underwriting will be allocated among all Holders in proportionthe following priority up to the Maximum Offering Size, as nearly as practicable(i) first, to the respective amounts Company for securities that the Company proposes to Register for its own account; (ii) second, to each of the Holders requesting inclusion of their Registrable Securities requested in such registration statement on a pari passu basis based upon the Registrable Securities held by such Holders Holder; and (iii) third, to other securities of the Company to be included, provided that registered on behalf of any Initiating Holder shall have the right to withdraw its request for Registration from underwriting by written notice to other holder with priorities among them as the Company and the underwriters delivered at least ten (10) days prior to the effective date of the Registration Statement, and such withdrawn request for Registration shall not be deemed to constitute one of the Registration rights granted pursuant to Clause 12.1(a) and Clause 12.1(b), as the case may be. If any Holder disapproves the terms of any underwriting, the Holder may also elect to withdraw therefrom by written notice to the Company and the underwriters delivered at least ten (10) days prior to the effective date of the Registration Statementdetermine. Any Registrable Securities excluded or and withdrawn from such underwritten offering shall underwriting will be withdrawn from the Registration. To facilitate the allocation of shares in accordance with the above provisionsFor any Holder that is a partnership or corporation, the Company partners, retired partners and shareholders of such Holder, or the underwriters may round estates and family members of any such partners and retired partners and any trusts for the number benefit of shares allocated any of the foregoing persons will be deemed to be a single Holder and any pro rata reduction with respect to such Holder will be based upon the nearest one hundred (100) sharesaggregate amount of Registrable Securities owned by all Persons included in such Holder, as described in this sentence.

Underwritten Offerings. If, in connection with a request to Register Registrable Securities under Clause 12.1(a) Section 2.1 or Clause 12.1(b)Section 2.2, the Initiating Holders seek to distribute such Registrable Securities in an underwritten offering, they shall so advise the Company as a part of the request, and the Company shall include such information in the written notice to the other Holders described in Clause 12.1(a) Section 2.1 and Clause 12.1(b) Section 2.2. In such event, the right of any Holder to include its Registrable Securities in such Registration shall be conditioned upon such Holder's ’s participation in such underwritten offering and the inclusion of such Holder's ’s Registrable Securities in the underwritten offering (unless otherwise mutually agreed by a majority-in-interest of the Initiating Holders and such Holder, taken together) to the extent provided herein. All Holders proposing to distribute their securities through such underwritten offering shall enter into an underwriting agreement in customary form with the underwriter or underwriters of internationally recognized standing selected for such underwritten offering by the Company and reasonably acceptable to the Holders holders of a majority of the voting power of all Registrable Securities proposed to be included in such Registration. Notwithstanding any other provision of this Agreement, if the managing underwriter advises the Company that marketing factors (including without limitation the aggregate number of securities requested to be Registered, the general condition of the market, and the status of the Persons proposing to sell securities pursuant to the Registration) require a limitation of the number of Registrable Securities to be underwritten in a Registration pursuant to Clause 12.1(a) Section 2.1 or Clause 12.1(b)Section 2.2, the underwriters may (i) in the event the offering is the Company's Qualified ’s IPO, exclude from the underwritten offering all of the Registrable Securities (so long as the only securities included in such offering are those sold for the account of the Company), or (ii) otherwise exclude up to seventy five percent (75% %) of the Registrable Securities requested to be Registered but only after first excluding all other Equity Securities from the Registration and underwritten offering and so long as the number of Registrable Securities to be included in the Registration is allocated among all Holders in proportion, as nearly as practicable, to the respective amounts of Registrable Securities requested by such Holders to be included, provided that any Initiating Holder shall have the right to withdraw its request for Registration from underwriting by written notice to the Company and the underwriters delivered at least ten (10) days prior to the effective date of the Registration Statement, and such withdrawn request for Registration shall not be deemed to constitute one of the Registration rights granted pursuant to Clause 12.1(a) and Clause 12.1(b), as the case may be. If any Holder disapproves the terms of any underwriting, the Holder may also elect to withdraw therefrom by written notice to the Company and the underwriters delivered at least ten (10) days prior to the effective date of the Registration Statement. Any Registrable Securities excluded or withdrawn from such underwritten offering shall be withdrawn from the Registration. To facilitate the allocation of shares in accordance with the above provisions, the Company or the underwriters may round the number of shares allocated to a Holder to the nearest one hundred (100) shares.

Underwritten Offerings. If, All Participating Holders in connection with a request to Register Registrable Securities under Clause 12.1(a) or Clause 12.1(b), the Initiating Holders seek to distribute such Registrable Securities in an underwritten offering, they shall so advise the Company as part of the request, and the Company shall include such information in the written notice to the other Holders described in Clause 12.1(a) and Clause 12.1(b) . In such event, the right of any Holder to include its Registrable Securities in such Registration shall be conditioned upon such Holder's participation in such underwritten offering and the inclusion of such Holder's Registrable Securities in the underwritten offering (unless otherwise mutually agreed by a majority-in-interest of the Initiating Holders and such Holder, taken together) to the extent provided herein. All Holders proposing to distribute their securities through such underwritten offering shall enter into an underwriting agreement in containing usual and customary form terms, including representations, warranties, indemnification and lock-up provisions, with the underwriter or underwriter(s) selected by the Company. No Participating Holder may participate in any registration hereunder which is underwritten unless such Holder (a) agrees to sell its Participating Shares on the basis provided in such underwriting agreement, and (b) completes and executes all questionnaires, powers of attorney, lock-up agreements, indemnities and other customary documents required under the terms of such underwriting agreement. If the underwriters of internationally recognized standing selected for such any underwritten offering by advise the Company and reasonably acceptable that, in their opinion, the number of shares of Company Common Stock requested to be included in an underwritten offering exceeds the Holders amount that can be sold in such offering without adversely affecting the distribution of such offering, or the offering price per share of Company Common Stock, such offering will include only the number of shares of Company Common Stock that the underwriters advise can be sold in such offering (the “Maximum Amount”). In the case of a majority Demand Registration or a Piggyback Registration on a secondary offering, the number of Registrable Shares proposed to be sold by all Participating Holders shall be cutback pro rata based on the voting power number of all Registrable Securities proposed Shares initially requested by them to be included in such Registrationoffering, or in such other proportion as may be mutually be agreed by all Participating Holders. Notwithstanding any other provision In the case of this Agreementa Piggyback Registration on a primary offering by the Company, if the managing underwriter advises the Company that marketing factors (including without limitation will have first priority and, to the aggregate extent the number of securities requested shares of Company Common Stock to be Registeredsold by the Company does not exceed the Maximum Amount, the general condition of the market, and the status of the Persons proposing to sell securities pursuant to the Registration) require a limitation of the number of Registrable Securities Shares proposed to be underwritten in a Registration pursuant to Clause 12.1(a) or Clause 12.1(b), the underwriters may (i) in the event the offering is the Company's Qualified IPO, exclude from the underwritten offering all of the Registrable Securities (so long as the only securities included in such offering are those sold for the account of the Company), or (ii) otherwise exclude up to 75% of the Registrable Securities requested to by Participating Holders shall be Registered but only after first excluding all other Equity Securities from the Registration and underwritten offering and so long as cutback pro rata based on the number of Registrable Securities Shares initially requested by them to be included in the Registration is allocated among all Holders in proportion, as nearly as practicable, to the respective amounts of Registrable Securities requested by such Holders to be included, provided that any Initiating Holder shall have the right to withdraw its request for Registration from underwriting by written notice to the Company and the underwriters delivered at least ten (10) days prior to the effective date of the Registration Statement, and such withdrawn request for Registration shall not be deemed to constitute one of the Registration rights granted pursuant to Clause 12.1(a) and Clause 12.1(b), as the case may be. If any Holder disapproves the terms of any underwriting, the Holder may also elect to withdraw therefrom by written notice to the Company and the underwriters delivered at least ten (10) days prior to the effective date of the Registration Statement. Any Registrable Securities excluded or withdrawn from such underwritten offering shall be withdrawn from the Registration. To facilitate the allocation of shares in accordance with the above provisions, the Company or the underwriters may round the number of shares allocated to a Holder to the nearest one hundred (100) sharesoffering.

Underwritten Offerings. IfNotwithstanding the foregoing, in connection with a request if any requested registration pursuant to Register Registrable Securities under Clause 12.1(a) or Clause 12.1(b), the Initiating Holders seek to distribute such Registrable Securities in this Section 5 involves an underwritten offering, they shall so advise the Company as part of the request, and the Company shall include such information in the written notice to the other Holders described in Clause 12.1(a) and Clause 12.1(b) . In such event, the right of any Holder to include its Registrable Securities in such Registration shall be conditioned upon such Holder's participation in such underwritten offering and the inclusion of such Holder's Registrable Securities in the underwritten offering (unless otherwise mutually agreed by a majority-in-interest of the Initiating Holders and such Holder, taken together) to the extent provided herein. All Holders proposing to distribute their securities through such underwritten offering shall enter into an underwriting agreement in customary form with the underwriter or underwriters of internationally recognized standing selected for such underwritten offering by the Company Company, and reasonably acceptable to the Holders of a majority of the voting power of all Registrable Securities proposed to be included in such Registration. Notwithstanding any other provision of this Agreement, if the managing underwriter advises shall advise the Company that marketing factors in writing (including without limitation the aggregate number of securities requested with a copy to be Registered, the general condition of the market, and the status of the Persons proposing to sell securities pursuant to the Registration) require a limitation of the number of Registrable Securities to be underwritten in a Registration pursuant to Clause 12.1(a) or Clause 12.1(b), the underwriters may (i) in the event the offering is the Company's Qualified IPO, exclude from the underwritten offering all of the Registrable Securities (so long as Holder) that, in its opinion, the only securities included in such offering are those sold for the account distribution of the Company), all or (ii) otherwise exclude up to 75% a portion of the Registrable Securities requested to be Registered but only after first excluding all included in the registration concurrently with the securities being registered by the Company would materially adversely affect the distribution of such securities by the Company for its own account, then (i) the number of shares of Registrable Securities so requested to be included in such registration shall be reduced to that number of shares which, in the good faith judgment of the managing underwriter, can be sold in such offering, and this reduced number shall be allocated pro rata among such Registrable Securities Holders and holders of other Equity Securities from securities of the Registration and underwritten offering and so long as Company to be included in the offering, on the basis of the number of Registrable Securities and other securities of the Company requested to be included so registered by such Registrable Securities Holders and other holders, and (ii) if the requesting Registrable Securities Holders are participating in a primary offering by the Registration is allocated among all Holders Company, the Company will include in proportion, as nearly as practicablesuch registration, to the respective amounts extent of the number of securities which the Company is so advised can be sold in such offering, first, securities that the Company proposes to issue and sell for its own account, and second, Registrable Securities and other securities requested to be registered by the Registrable Securities Holders and other holders thereof, allocated pro rata among such Registrable Securities Holders and other holders on the basis of the number of Registrable Securities and other securities requested to be so registered by such Holders to be included, provided that any Initiating Holder shall have the right to withdraw its request for Registration from underwriting by written notice to the Company and the underwriters delivered at least ten (10) days prior to the effective date of the Registration Statement, and such withdrawn request for Registration shall not be deemed to constitute one of the Registration rights granted pursuant to Clause 12.1(a) and Clause 12.1(b), as the case may be. If any Holder disapproves the terms of any underwriting, the Holder may also elect to withdraw therefrom by written notice to the Company and the underwriters delivered at least ten (10) days prior to the effective date of the Registration Statement. Any Registrable Securities excluded or withdrawn from such underwritten offering shall be withdrawn from the Registration. To facilitate the allocation of shares in accordance with the above provisions, the Company or the underwriters may round the number of shares allocated to a Holder to the nearest one hundred (100) sharesHolders.

Underwritten Offerings. IfIf for any reason a Registration Statement filed is to cover an Underwritten Offering, in connection with a request to Register Registrable Securities under Clause 12.1(a) or Clause 12.1(b), the Initiating Holders seek to distribute such Registrable Securities shall be included in an underwritten offering, they shall so advise the Company underwriting on the same terms and conditions as part the securities otherwise being sold through the underwriters. If in the good faith judgment of the requestmanaging underwriter in any Underwritten Offering, and the Company shall include such information in the written notice to the other Holders described in Clause 12.1(a) and Clause 12.1(b) . In such event, the right of any Holder to include its Registrable Securities in such Registration shall be conditioned upon such Holder's participation in such underwritten offering and the inclusion of such Holder's all of the shares of Registrable Securities in the underwritten offering (unless otherwise mutually agreed by a majority-in-interest of the Initiating Holders and such Holder, taken together) to the extent provided herein. All Holders proposing to distribute their securities through such underwritten offering shall enter into an underwriting agreement in customary form with the underwriter or underwriters of internationally recognized standing selected for such underwritten offering by the Company and reasonably acceptable to the Holders of a majority of the voting power of all Registrable Securities proposed to be included in such Registration. Notwithstanding any other provision of this Agreement, if the managing underwriter advises the Company that marketing factors (including without limitation the aggregate number of securities Common Stock requested to be Registeredregistered in such Underwritten Offering would interfere with the successful marketing of a smaller number of such shares, the general condition of the market, and the status of the Persons proposing to sell securities pursuant to the Registration) require a limitation of then the number of Registrable Securities to be underwritten in a Registration pursuant to Clause 12.1(a) or Clause 12.1(b), the underwriters may (i) in the event the offering is the Company's Qualified IPO, exclude from the underwritten offering all of the Registrable Securities (so long as the only securities included in such offering are those sold for the account of the Company), or (ii) otherwise exclude up to 75% of the Registrable Securities requested to be Registered but only after first excluding all other Equity Securities from the Registration and underwritten offering and so long as the number shares of Registrable Securities and other Common Stock to be included in the Registration is allocated among all Holders offering (except for shares to be issued by the Company) shall be reduced to such smaller number as the managing underwriter shall in proportionits sole discretion determine. In this event, as nearly as practicable, to the respective amounts reduction in participation by holders of Registrable Securities requested by such Holders shall occur on a pro rata basis with all other participating holders of securities to be includedregistered under such Registration Statement or other Registration Statement (as applicable), provided except to the extent that any Initiating Holder shall certain holders of other securities may have the right a contractual preference to withdraw its request for Registration from underwriting by written notice to participate. In such case, the Company and the underwriters delivered at least ten (10) managing underwriter shall use their reasonable best efforts to accommodate the selling desires of the holders of Registrable Securities and the holders of other shares of Common Stock of the Company who possess such registration rights. Any shares which are excluded from an Underwritten Offering as discussed above, shall be withheld from the market by the holders thereof for a period of time, not to exceed 30 days prior to the effective date of and 180 days thereafter, that the Registration Statement, and such withdrawn request for Registration shall not be deemed managing underwriter reasonably determines is necessary in order to constitute one of effect the Registration rights granted pursuant to Clause 12.1(a) and Clause 12.1(b), as the case may be. If any Holder disapproves the terms of any underwriting, the Holder may also elect to withdraw therefrom by written notice to the Company and the underwriters delivered at least ten (10) days prior to the effective date of the Registration Statement. Any Registrable Securities excluded or withdrawn from such underwritten offering shall be withdrawn from the Registration. To facilitate the allocation of shares in accordance with the above provisions, the Company or the underwriters may round the number of shares allocated to a Holder to the nearest one hundred (100) sharesUnderwritten Offering.

Underwritten Offerings. IfIf for any reason the Registration Statement under subsection (a) above is to cover an Underwritten Offering, in connection with a request to Register Registrable Securities under Clause 12.1(a) or Clause 12.1(b), the Initiating Holders seek to distribute such Registrable Securities shall be included in an underwritten offering, they shall so advise the Company Underwritten Offering on the same terms and conditions as part the securities otherwise being sold through the underwriters. If in the good faith judgment of the requestmanaging underwriter in any Underwritten Offering, and the Company shall include such information in the written notice to the other Holders described in Clause 12.1(a) and Clause 12.1(b) . In such event, the right of any Holder to include its Registrable Securities in such Registration shall be conditioned upon such Holder's participation in such underwritten offering and the inclusion of such Holder's all of the shares of Registrable Securities in the underwritten offering (unless otherwise mutually agreed by a majority-in-interest of the Initiating Holders and such Holder, taken together) to the extent provided herein. All Holders proposing to distribute their securities through such underwritten offering shall enter into an underwriting agreement in customary form with the underwriter or underwriters of internationally recognized standing selected for such underwritten offering by the Company and reasonably acceptable to the Holders of a majority of the voting power of all Registrable Securities proposed to be included in such Registration. Notwithstanding any other provision of this Agreement, if the managing underwriter advises the Company that marketing factors (including without limitation the aggregate number of securities Common Stock requested to be Registeredregistered in such Underwritten Offering would interfere with the successful marketing of a smaller number of such shares, the general condition of the market, and the status of the Persons proposing to sell securities pursuant to the Registration) require a limitation of then the number of Registrable Securities to be underwritten in a Registration pursuant to Clause 12.1(a) or Clause 12.1(b), the underwriters may (i) in the event the offering is the Company's Qualified IPO, exclude from the underwritten offering all of the Registrable Securities (so long as the only securities included in such offering are those sold for the account of the Company), or (ii) otherwise exclude up to 75% of the Registrable Securities requested to be Registered but only after first excluding all other Equity Securities from the Registration and underwritten offering and so long as the number shares of Registrable Securities and other Common Stock to be included in the Registration is allocated among all Holders offering (except for shares to be issued by the Company in proportionan offering initiated by the Company) shall be reduced to such smaller number as the managing underwriter shall in its sole discretion determine. In this event, as nearly as practicable, to the respective amounts reduction of Registrable Securities requested by such Holders shall occur on a pro rata basis with all other participating holders of securities to be includedregistered under such Registration Statement, provided that any Initiating Holder shall except to the extent those certain holders of other securities may have the right a contractual preference to withdraw its request for Registration from underwriting by written notice to participate. In such case, the Company and the underwriters delivered at least ten (10) managing underwriter shall use their reasonable best efforts to accommodate the selling desires of all participating holders who possess such registration rights. Any shares for which the Company has received written request to register such shares and are excluded from an Underwritten Offering as discussed above, shall be withheld from the market by the holders thereof for a period of time, not to exceed 30 days prior to the effective date of and 180 days thereafter, that the Registration Statement, and such withdrawn request for Registration shall not be deemed managing underwriter reasonably determines is necessary in order to constitute one of effect the Registration rights granted pursuant to Clause 12.1(a) and Clause 12.1(b), as the case may be. If any Holder disapproves the terms of any underwriting, the Holder may also elect to withdraw therefrom by written notice to the Company and the underwriters delivered at least ten (10) days prior to the effective date of the Registration Statement. Any Registrable Securities excluded or withdrawn from such underwritten offering shall be withdrawn from the Registration. To facilitate the allocation of shares in accordance with the above provisions, the Company or the underwriters may round the number of shares allocated to a Holder to the nearest one hundred (100) sharesUnderwritten Offering.

Underwritten Offerings. IfIf for any reason the Form S-3 Registration Statement under Subsection (a) above or the Registration Statement under subsection (b) above is to cover an Underwritten Offering, in connection with a request to Register Registrable Securities under Clause 12.1(a) or Clause 12.1(b), the Initiating Holders seek to distribute such Registrable Securities shall be included in an underwritten offering, they shall so advise the Company underwriting on the same terms and conditions as part the securities otherwise being sold through the underwriters. If in the good faith judgment of the requestmanaging underwriter in any Underwritten Offering, and the Company shall include such information in the written notice to the other Holders described in Clause 12.1(a) and Clause 12.1(b) . In such event, the right of any Holder to include its Registrable Securities in such Registration shall be conditioned upon such Holder's participation in such underwritten offering and the inclusion of such Holder's all of the shares of Registrable Securities in the underwritten offering (unless otherwise mutually agreed by a majority-in-interest of the Initiating Holders and such Holder, taken together) to the extent provided herein. All Holders proposing to distribute their securities through such underwritten offering shall enter into an underwriting agreement in customary form with the underwriter or underwriters of internationally recognized standing selected for such underwritten offering by the Company and reasonably acceptable to the Holders of a majority of the voting power of all Registrable Securities proposed to be included in such Registration. Notwithstanding any other provision of this Agreement, if the managing underwriter advises the Company that marketing factors (including without limitation the aggregate number of securities Common Stock requested to be Registeredregistered in such Underwritten Offering would interfere with the successful marketing of a smaller number of such shares, the general condition of the market, and the status of the Persons proposing to sell securities pursuant to the Registration) require a limitation of then the number of Registrable Securities to be underwritten in a Registration pursuant to Clause 12.1(a) or Clause 12.1(b), the underwriters may (i) in the event the offering is the Company's Qualified IPO, exclude from the underwritten offering all of the Registrable Securities (so long as the only securities included in such offering are those sold for the account of the Company), or (ii) otherwise exclude up to 75% of the Registrable Securities requested to be Registered but only after first excluding all other Equity Securities from the Registration and underwritten offering and so long as the number shares of Registrable Securities and other Common Stock to be included in the Registration is allocated among all Holders offering (except for shares to be issued by the Company in proportionan offering initiated by the Company) shall be reduced to such smaller number as the managing underwriter shall in its sole discretion determine. In this event, as nearly as practicable, to the respective amounts reduction in participation by holders of Registrable Securities requested by such Holders shall occur on a pro rata basis with all other participating holders of securities to be includedregistered under such Form S-3 Registration Statement or other Registration Statement (as applicable), provided except to the extent that any Initiating Holder shall certain holders of other securities may have the right a contractual preference to withdraw its request for Registration from underwriting by written notice to participate. In such case, the Company and the underwriters delivered at least ten (10) managing underwriter shall use their reasonable best efforts to accommodate the selling desires of the holders of Registrable Securities and the holders of other shares of Common Stock of the Company who possess such registration rights. Any shares for which the Company has received written request to register such shares and are excluded from an underwritten public offering as discussed above, shall be withheld from the market by the holders thereof for a period of time, not to exceed 30 days prior to the effective date of and 180 days thereafter, that the Registration Statement, and such withdrawn request for Registration shall not be deemed managing underwriter reasonably determines is necessary in order to constitute one of effect the Registration rights granted pursuant to Clause 12.1(a) and Clause 12.1(b), as the case may be. If any Holder disapproves the terms of any underwriting, the Holder may also elect to withdraw therefrom by written notice to the Company and the underwriters delivered at least ten (10) days prior to the effective date of the Registration Statement. Any Registrable Securities excluded or withdrawn from such underwritten offering shall be withdrawn from the Registration. To facilitate the allocation of shares in accordance with the above provisions, the Company or the underwriters may round the number of shares allocated to a Holder to the nearest one hundred (100) sharespublic offering.