Common use of Underwritten Offerings Clause in Contracts

Underwritten Offerings. If, in connection with a request to Register the Registrable Securities under Section 2.1 or 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 Section 2.1 and 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 participation in such underwritten offering and the inclusion of such Holder’s Registrable Securities in the underwritten offering (unless otherwise mutually agreed by the Initiating Holders and such Holder) 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 at least two-thirds of the voting power of all Registrable Securities proposed to be included in such Registration (calculated on an as-converted basis). 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 Section 2.1 or Section 2.2, the underwriters may exclude up to seventy-five percent (75%) of the Registrable Securities requested to be Registered but only after (i) first excluding all other Equity Securities (including the Equity Securities held by employees and directors of the Company) from the Registration and underwritten offering, and (ii) second excluding all Registrable Securities from the Registration and underwritten offering, and so long as the number of shares to be included in the Registration on behalf of the non-excluded Holders is allocated among all such non-excluded 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 the 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 withdrawal request for Registration shall not be deemed to constitute one of the Registration rights granted pursuant to Section 2.1 or Section 2.2, as the case may be. If any Holder disapproves the terms of any underwriting, the Holder may 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. Shareholders Agreement

Underwritten Offerings. If, in connection with a request to Register the Registrable Securities under Section 2.1 or 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 Section 2.1 and 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 participation in such underwritten offering and the inclusion of such Holder’s Registrable Securities in the underwritten offering (unless otherwise mutually agreed by 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 at least two-thirds a majority of the voting power of all Registrable Securities proposed to be included in such Registration (calculated on an as-converted basis)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 Section 2.1 or Section 2.2, the underwriters may exclude up to seventy-five percent (75%) of the Registrable Securities requested to be Registered but only after (i) first excluding all other Equity Securities (including the Equity Securities held by employees and directors of the Company) from the Registration and underwritten offering, and (ii) second excluding all Registrable Securities from the Registration and underwritten offering, offering and so long as the number of shares to be included in the Registration on behalf of the non-excluded Holders is allocated among all such non-excluded 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 the 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 withdrawal request for Registration shall not be deemed to constitute one of the Registration rights granted pursuant to Section 2.1 or Section 2.2, as the case may be. If any Holder disapproves the terms of any underwriting, the Holder may 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. Shareholders AgreementIf, as a result of such underwriter cutback, the Holders cannot include in a public offering all of the Registrable Securities that they have requested to be included therein pursuant to Section 2.1, then such Registration shall not be deemed to constitute one of the Registration rights granted pursuant to Section 2.1.

Underwritten Offerings. If, in connection with a request to Register the Registrable Securities under Section 2.1 or 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 Section 2.1 and 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 participation in such underwritten offering and the inclusion of such Holder’s Registrable Securities in the underwritten offering (unless otherwise mutually agreed by the Initiating Holders and such Holder) 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 at least two-thirds of the a majority in voting power of all Registrable Securities proposed to be included in such Registration (calculated on an as-converted basis)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 Section 2.1 or Section 2.2, the underwriters may exclude up to seventy-five percent (75%) of the Registrable Securities requested to be Registered but only after (i) first excluding all other Equity Securities (including the Equity Securities held by employees and directors of the Company) from the Registration and underwritten offering, and (ii) second excluding all Registrable Securities from the Registration and underwritten offering, offering and so long as the number of shares to be included in the Registration on behalf of the non-excluded Holders is allocated among all such non-excluded Holders in proportion, as nearly as practicable, to the respective amounts of Registrable Securities requested by such Holders to be included; provided that any Holders representing two-thirds in voting power of the Registerable Securities proposed to be registered by the Initiating Holder Holders shall have the right to withdraw its their request for Registration from the underwriting by written notice to the Company and the underwriters delivered at least ten (101 0) days prior to the effective date of the Registration Statement, and such withdrawal request for Registration shall not be deemed to constitute one of the Registration rights granted pursuant to Section 2.1 or Section 2.22.1, as the case may be. If any Holder disapproves the terms of any underwriting, the Holder may elect to withdraw therefrom by written notice to the Company and the underwriters delivered at least ten (101 0) 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. Shareholders Agreement.

Underwritten Offerings. If, in connection with a request to Register the Registrable Securities under Section 2.1 or 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 Section 2.1 and 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 participation in such underwritten offering and the inclusion of such Holder’s Registrable Securities in the underwritten offering (unless otherwise mutually agreed by the Initiating Holders and such Holder) 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 at least two-thirds a majority of the voting power of all Registrable Securities proposed to be included in such Registration (calculated on an as-converted basis)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 RegistrationRegistration or other customary factors) require a limitation of the number of Registrable Securities to be underwritten in a Registration pursuant to Section 2.1 or Section 2.2, the underwriters may exclude up to seventy-five percent (75%) of the Registrable Securities requested to be Registered but only after (i) first excluding all other Equity Securities (including the Equity Securities held by employees and directors of the Company) from the Registration and underwritten offering, and (ii) second excluding all Registrable Securities from the Registration and underwritten offering, and so long as provided, that the number of shares to be included in the Registration on behalf of the non-excluded Holders is allocated among all such non-excluded 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 the 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 withdrawal request for Registration shall not be deemed to constitute one of the Registration rights granted pursuant to Section 2.1 or Section 2.2, as the case may be. If any Holder disapproves the terms of any underwriting, the Holder may 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. Shareholders Agreement.

Underwritten Offerings. If, in connection with If the registration of which the Company gives notice is for a request to Register the Registrable Securities under Section 2.1 or Section 2.2registered public offering involving an underwriting, the Initiating Holders seek to distribute such Registrable Securities in an underwritten offering, they Company shall so advise the Company Holders as a part of the request, and the Company shall include such information in the written notice given pursuant to the other Holders described in Section 2.1 and Section 2.22.1. In such event, event the right of any Holder to include its Registrable Securities in such Registration registration pursuant to Section 2.1 shall be conditioned upon such Holder’s participation in such underwritten offering underwriting and the inclusion of such Holder’s Registrable Securities in the underwritten offering (unless otherwise mutually agreed by the Initiating Holders and such Holder) underwriting to the extent provided herein. All Holders proposing to distribute their securities through such underwritten offering underwriting shall (together with the Company and the other holders distributing their securities through such underwriting) enter into an underwriting agreement in customary form with the managing underwriter or underwriters of internationally recognized standing selected for such underwritten offering underwriting by the Company Company. The foregoing shall include, without limitation, such powers of attorney and reasonably acceptable to escrow agreements as the holders of at least two-thirds of the voting power of all Registrable Securities proposed to be included in such Registration (calculated on an as-converted basis)underwriters may require. Notwithstanding any other provision of this AgreementArticle II, if the managing underwriter advises the Company determines 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 shares to be underwritten, the managing underwriter may limit the Registrable Securities to be underwritten included in a Registration pursuant such registration, it being understood that the shares proposed to Section 2.1 or Section 2.2, sold by the underwriters may exclude up Company in such underwriting shall be given priority and shall not be subject to seventyany such limitation vis-five percent (75%) of a-vis the Registrable Securities requested to be Registered but only after (i) first excluding Securities. The Company shall so advise all Holders and other Equity Securities (including the Equity Securities held by employees and directors of the Company) from the Registration and underwritten offeringholders distributing their securities through such underwriting, and (ii) second excluding all Registrable Securities from the Registration and underwritten offering, and so long as the number of shares to of Registrable Securities that may be included in the Registration on behalf of the non-excluded Holders is registration and underwriting shall be allocated among all Holders and such non-excluded Holders other holders in proportion, as nearly as practicable, to the respective amounts of Registrable Securities requested held by such Holders to be included; provided that any Initiating Holder shall have the right to withdraw its request for Registration from the 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 withdrawal request for Registration shall not be deemed to constitute one other holders at the time of filing the Registration rights granted pursuant to Section 2.1 or Section 2.2, as the case may be. If any Holder disapproves the terms of any underwriting, the Holder may 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 Registrationregistration statement. To facilitate the allocation of shares in accordance with the above provisions, the Company or the underwriters may round the number of shares allocated to a any Holder to the nearest 100 shares. If any Holder disapproves of the terms of any such underwriting, such Holder may elect to withdraw therefrom by written notice to the Company and the managing underwriter. The Registrable Securities so excluded or withdrawn shall also be excluded or withdrawn from registration, and neither such Registrable Securities nor any securities convertible into or exchangeable or exercisable for Common Stock shall be sold in any public sale or other distribution, without the prior written consent of the Company or such underwriters, for such period of time before and after (not to exceed thirty (30) days before and one hundred eighty (100180) shares. Shareholders Agreementdays after) the effective date of the registration statement relating thereto as the underwriters may require.

Underwritten Offerings. If, in connection with a request to Register the Registrable Securities under Section 2.1 or 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 Section 2.1 and 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 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 at least two-thirds a majority of the voting power of all Registrable Securities proposed to be included in such Registration (calculated on an as-converted basis)Registration. Notwithstanding any other provision of this Agreement, if the managing underwriter advises the Company that marketing factors (including without limitation in writing that, in its opinion, the aggregate number of securities to be included in such offering is greater than the total number of securities which can be sold therein without having a material adverse effect on the distribution of such securities or otherwise having a material adverse effect on the marketability thereof (the “Maximum Number of Securities”), then the Company shall include in such Registration the Registrable Securities that the participating Holders have requested to be Registered, the general condition of the market, and the status of the Persons proposing to sell securities pursuant registered thereunder only to the Registration) require a limitation extent the number of such Registrable Securities does not exceed the Maximum Number of Securities. If such amount exceeds the Maximum Number of Securities, the number of Registrable Securities to included in such Registration shall be underwritten in allocated among all the participating Holders on a Registration pursuant to Section 2.1 or Section 2.2pro rata basis (based on the number of Registrable Securities held by each participating Holder). If the amount of such Registrable Securities does not exceed the Maximum Number of Securities, the underwriters Company may exclude up include in such Registration any Ordinary Shares of the Company and other Ordinary Shares held by other security holders of the Company, as the Company may in its discretion determine or be obligated to seventy-five percent (75%) of allow, in an amount which together with the Registrable Securities requested to be Registered but only after (i) first excluding all other Equity Securities (including the Equity Securities held by employees and directors of the Company) from the Registration and underwritten offering, and (ii) second excluding all Registrable Securities from the Registration and underwritten offering, and so long as the number of shares to be included in the Registration on behalf of the non-excluded Holders is allocated among all such non-excluded 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 the 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 withdrawal request for Registration shall not be deemed to constitute one exceed the Maximum Number of the Registration rights granted pursuant to Section 2.1 or Section 2.2, as the case may be. If any Holder disapproves the terms of any underwriting, the Holder may 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 StatementSecurities. 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. Shareholders Agreement.

Underwritten Offerings. If, in connection with a request to Register the Registrable Securities under Section 2.1 or Section 2.2, the Initiating Holders seek to distribute such Registrable Securities in an underwritten offeringunderwriting, 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 Section Sections 2.1 and 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 participation in such underwritten offering underwriting and the inclusion of such Holder’s Registrable Securities in the underwritten offering underwriting (unless otherwise mutually agreed by a majority in interest of the Initiating Holders and such Holder) to the extent provided herein. All Holders proposing to distribute their securities through such underwritten offering underwriting shall enter into an underwriting agreement in customary form with the underwriter or underwriters of internationally recognized standing selected for such underwritten offering by underwriting with the Company and reasonably acceptable to the holders of at least two-thirds mutual consent of the voting power of all Registrable Securities proposed to be included in such Registration (calculated on an as-converted basis)Required Interest and the Company. 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 Section 2.1 or Section 2.2, the underwriters may (i) in the event the offering is the Company’s IPO, exclude from the underwriting all of the Registrable Securities (so long as the only securities included in such offering are those of the Company), or (ii) otherwise exclude up to seventy-five twenty percent (7520%) of the Registrable Securities (on a pro rata as converted basis) requested to be Registered but only after (i) first excluding all other Equity Securities (including the Equity Securities held by employees and directors of the Company) from the Registration and underwritten offering, and (ii) second excluding all Registrable Securities from the Registration and underwritten offering, underwriting and so long as the number of shares to be included in the Registration on behalf of the non-excluded Holders is allocated among all such non-excluded 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 if, as a result of such underwriter cutback, the right to withdraw its request for Registration from Holders cannot include in the underwriting by written notice to the Company and the underwriters delivered at least ten (10) days prior to the effective date initial public offering all of the Registration StatementRegistrable Securities that they have requested to be included therein, and then such withdrawal request for Registration shall not be deemed to constitute one (1) of the Registration rights granted two (2) demand Registrations to which the Holders are entitled pursuant to Section 2.1 or Section 2.2, as the case may be. If any Holder disapproves the terms of any underwriting, the Holder may 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 Statement2.1. 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. Shareholders Agreement.

Underwritten Offerings. If, in connection with a request (i) Holders shall be entitled to Register the offer and sell their Registrable Securities under Section 2.1 or Section 2.2, the Initiating Holders seek pursuant 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 Section 2.1 and 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 participation in such underwritten public offering and the inclusion of such Holder’s Registrable Securities in the underwritten offering (unless otherwise mutually agreed by the Initiating Holders and such Holder) 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 at least two-thirds of the voting power of all Registrable Securities proposed to be included in such Registration (calculated on an as-converted basis). 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 offered and sold in a Registration pursuant such offering are reasonably expected to Section 2.1 or Section 2.2, the underwriters may exclude up to seventy-five percent result in aggregate gross proceeds of not less than $25 million (75%) of the Registrable Securities requested to be Registered but only after (i) first excluding all other Equity Securities (including the Equity Securities held by employees and directors of the Company) from the Registration and each such underwritten offering, and (ii) second excluding all a “Permitted Underwritten Offering”). In the event that Holders intend to sell Registrable Securities from in a Permitted Underwritten Offering, the Registration and underwritten offeringHolders intending to participate in any such Permitted Underwritten Offering (the “Participating Holders”) shall so notify the Company, and so long as the number of shares to which notice shall be included in the Registration on behalf of the non-excluded Holders is allocated among all such non-excluded 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 the 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 withdrawal request for Registration shall not however, that no Underwriting Notice may be deemed to constitute one of the Registration rights granted pursuant to Section 2.1 or Section 2.2, as the case may be. If any Holder disapproves the terms of any underwriting, the Holder may 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) shares. Shareholders AgreementPermitted Underwritten Offering is executed.

Underwritten Offerings. If, in connection with a request to Register the Registrable Securities under Section 2.1 or 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 Section 2.1 and 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 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 at least two-thirds a majority of the voting power of all Registrable Securities proposed to be included in such Registration (calculated on an as-converted basis)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 Section 2.1 or Section 2.2, the underwriters may (i) in the event the offering is the Company’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 seventy percent (7570%) of the Registrable Securities requested to be Registered but only after (i) first excluding all other Equity Securities (including the Equity Securities held by employees and directors of the Company) from the Registration and underwritten offering, and (ii) second excluding all Registrable Securities from the Registration and underwritten offering, offering and so long as the number of shares Registrable Securities to be included in the Registration on behalf of the non-excluded Holders is allocated among all such non-excluded 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 the 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 withdrawal request for Registration shall not be deemed to constitute one of the Registration rights granted pursuant to Section 2.1 or Section 2.2, as the case may be. If any Holder disapproves the terms of any underwriting, the Holder may 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. Shareholders Agreement.

Underwritten Offerings. If, in connection with a request to Register the Registrable Securities under Section 2.1 or Section 2.2, the Initiating Holders seek to distribute such Registrable Securities in an underwritten offeringunderwriting, 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 Section 2.1 and 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 participation in such underwritten offering underwriting and the inclusion of such Holder’s Registrable Securities in the underwritten offering underwriting (unless otherwise mutually agreed by the Majority Initiating Holders and such HolderHolders) to the extent provided herein. All Holders proposing to distribute their securities Securities through such underwritten offering underwriting shall enter into an underwriting agreement in customary form with the underwriter or underwriters of internationally recognized standing selected for such underwritten offering underwriting by the Company and (which underwriter or underwriters shall be reasonably acceptable to the holders of at least two-thirds of the voting power of all Registrable Securities proposed to be included in such Registration (calculated on an as-converted basisMajority Initiating Holders). Notwithstanding any other provision of this AgreementAppendix, if the managing underwriter advises the Company that marketing market 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 Securities pursuant to the Registration) require a limitation of the number of Registrable Securities to be underwritten in a Registration pursuant to Section 2.1 or Section 2.2underwritten, the underwriters may exclude up to seventy-five percent (75%) such number of the Registrable Securities requested to be Registered but only after (i) first excluding all other Equity Securities (including the Equity Securities held by employees and directors of the Company) from the Registration and underwritten offering, and (ii) second excluding all Registrable Securities from the Registration and underwritten offeringunderwriting as required, and so long as but only after excluding all other Securities from the underwriting (including, without limitation, any Securities which the Company may seek to include in the underwriting for its own account). If a limitation of the number of shares Registrable Securities is required pursuant to this Section 2.4, the number of Registrable Securities that may be included in the Registration on behalf of the non-excluded underwriting by selling Holders is shall be allocated among all such non-excluded Holders Holders, in proportion, as nearly as practicable, to the respective amounts of Registrable Securities requested by such which the Holders request to be included; provided that any Initiating Holder shall have include in the right to withdraw its request for Registration from the 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 withdrawal request for Registration shall not be deemed to constitute one of the Registration rights granted pursuant to Section 2.1 or Section 2.2, as the case may be. If any Holder disapproves the terms of any underwriting, the Holder may 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. Shareholders Agreement.

Underwritten Offerings. If, in connection with a request to Register In the Registrable Securities under Section 2.1 or Section 2.2, 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 a 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 offering. The Company will not be required under this Section 2.1 and Section 2.2. In such event, the right of any Holder 2 to include its Registrable Securities in such Registration shall be conditioned upon such Holder’s participation in such underwritten offering and the inclusion any of such a Holder’s Registrable Securities in such underwriting unless such Holder accepts the underwritten offering terms of the underwriting as agreed upon between the Company and the underwriter or underwriters selected by it (unless otherwise mutually agreed or by other persons entitled to select the Initiating Holders underwriter or underwriters) and such Holder) 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 and reasonably acceptable to (the holders of at least two-thirds of the voting power of all Registrable Securities proposed to be included in such Registration (calculated on an as-converted basis“Maximum Offering Size”). Notwithstanding any other provision of this Agreementagreement, 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 shares to be underwritten in a Registration pursuant to Section 2.1 or Section 2.2underwritten, then the underwriters managing underwriter(s) may exclude up to seventy-five percent (75%) of the Registrable Securities requested to be Registered but only after (i) first excluding all other Equity Securities shares (including the Equity Securities held by employees and directors of the CompanyRegistrable Securities) from the Registration and underwritten offeringthe underwriting, and (ii) second excluding all Registrable Securities from the Registration and underwritten offering, and so long as the number of shares to that may be included in such Registration and the Registration underwriting will be allocated in the following priority up to the Maximum Offering Size, (i) first, to the 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 in such registration statement and to any other holders of incidental or “piggyback” registration rights requesting inclusion of their Registrable Securities in such registration statement, on a pari passu basis based upon the Registrable Securities held by such Holder; and (iii) third, to other securities of the Company to be registered on behalf of the non-excluded Holders is allocated any other holder with priorities among all such non-excluded Holders in proportion, them 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 the 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 withdrawal request for Registration shall not be deemed to constitute one of the Registration rights granted pursuant to Section 2.1 or Section 2.2, as the case may be. If any Holder disapproves the terms of any underwriting, the Holder may 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 Holder single “Holder,” and any pro rata reduction with respect to such “Holder” will be based upon the nearest one hundred (100) shares. Shareholders Agreementaggregate 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 the Registrable Securities under Section 2.1 or Section 2.22.2 hereof, 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 Section Sections 2.1 and Section 2.22.2 hereof. 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 Holders of at least two-thirds a majority of the voting power of all Registrable Securities proposed to be included in such Registration (calculated on an as-converted basis)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 Section 2.1 or Section 2.22.2 hereof, the underwriters may (i) in the event the offering is the Company’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 (i) first excluding all other Equity Securities (including the Equity Securities held by employees and directors of the Company) from the Registration and underwritten offering, and (ii) second excluding all Registrable Securities from the Registration and underwritten offering, offering and so long as the number of shares Registrable Securities to be included in the Registration on behalf of the non-excluded Holders is allocated among all such non-excluded 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 the 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 withdrawal request for Registration shall not be deemed to constitute one of the Registration rights granted pursuant to Section 2.1 or Section 2.2, as the case may be. If any Holder disapproves the terms of any underwriting, the Holder may 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 Shares in accordance with the above provisions, the Company or the underwriters may round the number of shares Shares allocated to a Holder to the nearest one hundred (100) shares. Shareholders AgreementShares.

Underwritten Offerings. If, in connection with a request to Register the Registrable Securities under Section 2.1 or Section 2.2, as the case may be, the Initiating Holders seek to distribute such Registrable Securities in an underwritten offeringunderwriting, 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 Section Sections 2.1 and or Section 2.2, as the case may be. 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 underwriting and the inclusion of such Holder’s Registrable Securities in the underwritten offering (unless otherwise mutually agreed by the Initiating Holders and such Holder) underwriting to the extent provided herein. All Holders proposing to distribute their securities Registrable Securities through such underwritten offering underwriting shall enter into an underwriting agreement in customary form with the underwriter or underwriters of internationally recognized standing selected for such underwritten offering underwriting by the Company and Initiating Holders holding a majority of the Registrable Securities held by the Initiating Holders (which underwriter or underwriters shall be reasonably acceptable to the holders of at least two-thirds of the voting power of all Registrable Securities proposed to be included in such Registration (calculated on an as-converted basisCompany). Notwithstanding any other provision of this Agreement, if the managing underwriter advises the Company that marketing factors (including including, without limitation limitation, the aggregate number of securities requested to be Registered, Registered and 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 Equity Securities to be underwritten in a Registration pursuant to Section 2.1 or Section 2.2underwritten, the underwriters may exclude up to seventy-five percent (75%) some or all of the Registrable Securities requested to be Registered but only from the underwriting if so justified after (i) first excluding all any other Equity Securities (including the Equity Securities held by employees and directors of the Company) from the Registration and underwritten offering, and (ii) second excluding all Registrable Securities from the Registration and underwritten offering, and so long as underwriting. If a limitation of the number of shares Registrable Securities is required pursuant to this Section 2.4, the number of Registrable Securities that may be included in the Registration on behalf of the non-excluded underwriting by selling Holders is shall be allocated among all such non-excluded Holders 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 the right to withdraw its request for Registration from the underwriting by written notice to the Company and the underwriters delivered at least ten (10) days prior to the effective date of include in the Registration Statement, and or in such withdrawal request for Registration other proportion as shall not mutually be deemed agreed to constitute one of the Registration rights granted pursuant to Section 2.1 or Section 2.2, as the case may be. If any Holder disapproves the terms of any underwriting, the Holder may 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 Statementall such selling Holders. Any Registrable Securities excluded or withdrawn from such underwritten offering underwriting shall be withdrawn from the Registration. To facilitate For purposes of the allocation of shares provision in accordance with the above provisionsthis Section 2.4 concerning apportionment, for any selling Holder that is a partnership, limited liability company or corporation, the Company partners, members, retired partners, retired members, stockholders and Affiliates of such Holder, or the underwriters may round estates and Immediate Family Members of any such partners, retired partners, members and retired members and any trusts for the benefit of any of the foregoing Persons, shall be deemed to be a single “selling Holder,” and any pro rata reduction with respect to such “selling Holder” shall be based upon the aggregate number of shares allocated to a Holder to the nearest one hundred (100) shares. Shareholders AgreementRegistrable Securities owned by all Persons included in such “selling Holder,” as defined in this sentence.

Underwritten Offerings. If, in connection with a request to Register the Registrable Securities under Section 2.1 or 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 Section 2.1 and 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 participation in such underwritten offering and the inclusion of such Holder’s Registrable Securities in the underwritten offering (unless otherwise mutually agreed by the Initiating Holders and such Holder) 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 at least two-thirds a majority of the voting power of all Registrable Securities proposed to be included in such Registration (calculated on an as-converted basis)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 Section 2.1 or Section 2.2, the underwriters may exclude up to seventy-five seventy percent (7570%) of the Registrable Securities requested to be Registered but only after (i) first excluding all other Equity Securities (including the Equity Securities held by employees and directors of the Company) from the Registration and underwritten offering, and (ii) second excluding all Registrable Securities from the Registration and underwritten offering, offering and so long as the number of shares to be included in the Registration on behalf of the non-excluded Holders is allocated among all such non-excluded 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 the 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 withdrawal request for Registration shall not be deemed to constitute one of the Registration rights granted pursuant to Section 2.1 or Section 2.2, as the case may beapplicable. If any Holder disapproves the terms of any underwriting, the Holder may 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. Shareholders AgreementConfidential Treatment Requested by ZKH Group Limited Pursuant to 17 C.F.R. Section 200.83

Underwritten Offerings. If, in connection with a request to Register the Registrable Securities under Section 2.1 or 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 Section 2.1 and 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 participation in such underwritten offering and the inclusion of such Holder’s Registrable Securities in the underwritten offering (unless otherwise mutually agreed by the Initiating Holders and such Holder) 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 at least two-thirds a majority of the voting power of all Registrable Securities proposed to be included in such Registration (calculated on an as-converted basis)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 Section 2.1 or Section 2.2, the underwriters may exclude up to seventy-five percent (75%) of the Registrable Securities requested to be Registered but only after (i) first excluding all other Equity Securities (including the Equity Securities held by employees and directors of the Company) from the Registration and underwritten offering, and (ii) second excluding all Registrable Securities from the Registration and underwritten offering, offering and so long as the number of shares to be included in the Registration on behalf of the non-excluded Holders is allocated among all such non-excluded 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 the 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 withdrawal withdrawn request for Registration shall not be deemed to constitute one of the Registration rights granted pursuant to Section 2.1 or Section 2.2, 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. Shareholders Agreement.

Underwritten Offerings. If, in connection with a request to Register the Registrable Securities under the provisions of Section 2.1 2.1(a) or Section 2.22.1(b), the Initiating Holders seek to distribute such Registrable Securities in through an underwritten offeringUnderwritten 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 Section 2.1 and 2.1(a) or Section 2.22.1(b), as the case may be. 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 Underwritten Offering and the inclusion of such Holder’s Registrable Securities in the underwritten offering (unless otherwise mutually agreed by the Initiating Holders and such Holder) Underwritten Offering to the extent provided herein. All Holders proposing to distribute their securities through such underwritten offering 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 Underwritten Offering by the Company and (which underwriter or underwriters shall be reasonably acceptable to the holders of at least two-thirds of the Initiating Holders representing a majority in voting power of all the Registrable Securities proposed to be included in such Registration (calculated on an as-converted basisheld by the Initiating Holders). 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 Equity Securities to be underwritten in a Registration pursuant to Section 2.1 or Section 2.2underwritten, the underwriters may exclude up to seventy-five percent (75%) such number of the Registrable Securities requested to be Registered but only after from the Underwritten Offering as required (i) first after excluding all any other Equity Securities from the Underwritten Offering (including the including, without limitation, any Equity Securities held by employees and directors of which the CompanyCompany may seek to include in the Underwritten Offering for its own account) from the Registration and underwritten offering, and (ii) second excluding all Registrable Securities from the Registration and underwritten offering, and so long as at least twenty percent (20%) in voting power of any Registrable Securities requested by the number of shares Holders to be included in the such Underwritten Offering and Registration on behalf shall be included. If a limitation of the non-excluded number of Registrable Securities is required pursuant to this Section 2.1(d), the number of Registrable Securities that may be included in the Underwritten Offering by selling Holders is shall be allocated among all such non-excluded Holders 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 the 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 withdrawal request for Registration shall not be deemed to constitute one of the Registration rights granted pursuant to Section 2.1 or Section 2.2, as the case may beRegistration. If any Holder disapproves of the terms of any underwritingUnderwritten Offering, the Holder may elect to withdraw therefrom by written notice to the Company and the underwriters delivered at least ten fifteen (1015) days Business Days prior to the effective date of the Registration Statement. 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. Shareholders Agreement.

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 the Registrable Securities under Section 2.1 or 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 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 Section 2.1 and 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 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 the Initiating Holders and such Holder) 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 at least two-thirds of the voting power of all Registrable Securities proposed to be included in such Registration (calculated on an as-converted basis). 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 Registered, registered in such Underwritten Offering would interfere with the general condition successful marketing of the market, and the status of the Persons proposing to sell securities pursuant to the Registration) require a limitation of the smaller number of Registrable Securities to be underwritten in a Registration pursuant to Section 2.1 or Section 2.2such shares, the underwriters may exclude up to seventy-five percent (75%) of the Registrable Securities requested to be Registered but only after (i) first excluding all other Equity Securities (including the Equity Securities held by employees and directors of the Company) from the Registration and underwritten offering, and (ii) second excluding all Registrable Securities from the Registration and underwritten offering, and so long as then the number of shares of Registrable Securities and other Common Stock to be included in the Registration on behalf of offering (except for shares to be issued by the non-excluded 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 is allocated among all such non-excluded 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 included; provided registered under such Registration Statement, 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 the 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 withdrawal 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 Section 2.1 or Section 2.2, as the case may be. If any Holder disapproves the terms of any underwriting, the Holder may 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. Shareholders AgreementUnderwritten Offering.

Underwritten Offerings. If, in connection with a request to Register the Registrable Securities under Section 2.1 6.1 or Section 2.26.2, the Initiating Holders seek to distribute such Registrable Securities in an underwritten offeringunderwriting, 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 Section 2.1 Sections 6.1 and Section 2.26.2. 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 underwriting and the inclusion of such Holder’s Registrable Securities in the underwritten offering underwriting (unless otherwise mutually agreed by Initiating Holders representing a majority in voting power of the Registrable Securities held by the Initiating Holders and such HolderHolders) to the extent provided herein. All Holders proposing to distribute their securities through such underwritten offering underwriting shall enter into an underwriting agreement in customary form with the underwriter or underwriters of internationally recognized standing selected for such underwritten offering underwriting by the Company and (which underwriter or underwriters shall be reasonably acceptable to the holders of at least two-thirds of the Initiating Holders representing a majority in voting power of all the Registrable Securities proposed to be included in such Registration (calculated on an as-converted basisheld by the Initiating Holders). 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 equity securities to be underwritten in a Registration pursuant to Section 2.1 or Section 2.2underwritten, the underwriters may exclude up to seventy-five percent (75%) of the Registrable Securities requested to be Registered but only after (i) first excluding all other Equity Securities (including the Equity Securities held by employees and directors of the Company) from the Registration and underwritten offering, and (ii) second underwriting if so justified after excluding all Registrable Securities any other equity securities from the Registration and underwritten offering, and so long as underwriting. If a limitation of the number of shares Registrable Securities is required pursuant to this Section 6.4, the number of Registrable Securities that may be included in the Registration on behalf of the non-excluded underwriting by selling Holders is shall be allocated among all such non-excluded Holders Holders, in proportion, as nearly as practicable, proportion 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 the 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 withdrawal request for Registration shall not be deemed to constitute one of the Registration rights granted pursuant to Section 2.1 or Section 2.2, as the case may be. If any Holder disapproves the terms of any underwriting, the Holder may 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. Shareholders Agreement.

Underwritten Offerings. If, in connection with a request to Register the Registrable Securities under Section 2.1 or 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 Section 2.1 and 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 participation in such underwritten offering and the inclusion of such Holder’s Registrable Securities in the underwritten offering (unless otherwise mutually agreed by the Initiating Holders and such Holder) 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 at least two-thirds a majority of the voting power of all Registrable Securities proposed to be included in such Registration (calculated on an as-converted basis)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 Section 2.1 or Section 2.2, the underwriters may exclude up to seventy-five percent (75%) of the Registrable Securities requested to be Registered but only after (i) first excluding all other Equity Securities (including the Equity Securities held by employees and directors of the Company) from the Registration and underwritten offering, and (ii) second excluding all Registrable Securities from the Registration and underwritten offering, offering and so long as the number of shares to be included in the Registration on behalf of the non-excluded Holders is allocated among all such non-excluded 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 the 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 withdrawal request for Registration shall not be deemed to constitute one of the Registration rights granted pursuant to Section 2.1 or Section 2.2, as the case may be. If any Holder disapproves the terms of any underwriting, the Holder may 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. Shareholders Agreement.

Underwritten Offerings. If, in connection with a request to Register the Registrable Securities under Section 2.1 2.1(a) or Section 2.22.1(b), 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 Section 2.1 2.1(a) and Section 2.22.1(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 the Initiating Holders and such Holder) to the extent provided herein. All Holders proposing to distribute their securities Equity 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 at least two-thirds of the voting power of all Registrable Securities proposed to be included in such Registration (calculated on an as-converted basis)Preferred Majority Holders. Notwithstanding any other provision of this Agreementhereof, 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 the Registrable Securities to be underwritten in a Registration pursuant to Section 2.1 2.1(a) or Section 2.22.1(b), the underwriters may exclude up to seventy-five percent (75%) certain number of the Registrable Securities requested to be Registered but only after (i) first excluding all other Equity Securities (including the Equity Securities held by employees and directors of the Company) from the Registration and underwritten offering, and (ii) second excluding all Registrable Securities from the Registration and underwritten offering, offering and so long as the number of shares Shares to be included in the Registration on behalf of the non-excluded Holders is allocated among all such non-excluded Holders in proportion, as nearly as practicable, to the respective amounts of the Registrable Securities requested by such Holders to be included; , provided that any Initiating Holder shall have the right of the underwriter(s) to withdraw its request for Registration exclude Shares (including the Registrable Securities) from the Registration and underwriting by written notice to as described above shall be restricted so that the Company and the underwriters delivered at least ten (10) days prior to the effective date number of the Registrable Securities included in any such Registration Statement, and such withdrawal request for Registration shall is not be deemed to constitute one reduced below twenty-five percent (25%) of the Registration rights granted pursuant to Section 2.1 or Section 2.2, as aggregate number of the case may beRegistrable Securities for which inclusion has been requested. If any Holder disapproves the Preferred Majority Holders disapprove 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 expenses of such withdrawn registration shall be borne by 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. Shareholders AgreementCompany.

Underwritten Offerings. If, in connection with a request to Register the Registrable Securities under Section 2.1 2 or 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 Section 2.1 2 and 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 participation in such underwritten offering and the inclusion of such Holder’s Registrable Securities in the underwritten offering (unless otherwise mutually agreed by the Initiating Holders and such Holder) to the extent provided hereinin this Section 2.4. All Holders proposing to distribute their securities Registrable 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 at least twoseventy-thirds five percent (75%) of the voting power of all Registrable Securities proposed to be included in such Registration (calculated on an as-converted basis)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 Section 2.1 2 or Section 2.2, the underwriters may exclude up to seventy-five fifty percent (7550%) of the Registrable Securities requested to be Registered but only after (i) first excluding all other Equity Securities (including the Equity Securities held by employees and directors of the Company) from the Registration and underwritten offering, and (ii) second excluding all Registrable Securities from the Registration and underwritten offering, offering and so long as the number of shares to be included in the Registration on behalf of the non-excluded Holders is allocated among all such non-excluded Holders in proportion, as nearly as practicable, to the respective amounts of Registrable Securities requested by such non-excluded Holders to be included; provided provided, that any Initiating Holder shall have the right to withdraw its request for Registration from the 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 withdrawal request for Registration shall not be deemed to constitute one of the Registration rights granted pursuant to Section 2.1 2 or Section 2.2, as the case may be. If ; provided, further, that 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. Shareholders Agreement.

Underwritten Offerings. If, in connection with a request to Register the Registrable Securities under Section 2.1 3.1(a) or Section 2.23.1(b), the Initiating Holders seek Investor seeks to distribute such Registrable Securities in an underwritten offering, they it 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 Section 2.1 and Section 2.2. In such event, the right of any Holder Investor to include its Registrable Securities in such Registration shall be conditioned upon such Holder’s its participation in such underwritten offering and the inclusion of such HolderInvestor’s Registrable Securities in the underwritten offering (unless otherwise mutually agreed by the Initiating Holders and such Holder) to the extent provided herein. All Holders proposing to distribute their securities through such underwritten offering Investor 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 at least two-thirds of the voting power of all Registrable Securities proposed to be included in such Registration (calculated on an as-converted basis)Investor. 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 Section 2.1 3.1(a) or Section 2.23.1(b), the underwriters may exclude up to seventy-five percent (75%) of the Registrable Securities requested to be Registered but only after (i) first excluding all other Equity Securities (including the Equity Securities held by employees and directors of the Company) from the Registration and underwritten offering, and (ii) second excluding all Registrable Securities from the Registration and underwritten offering, and so long as the number of shares to be included in the Registration on behalf of the non-excluded Holders is allocated among all such non-excluded 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 the 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 withdrawal request for Registration shall not be deemed to constitute one of the Registration rights granted pursuant to Section 2.1 or Section 2.2, as the case may be. If any Holder Investor disapproves the terms of any underwriting, the Holder Investor may 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 Investor to the nearest one hundred (100) shares. Shareholders AgreementIf, as a result of such underwriter cutback, Investor cannot include in a public offering all of the Registrable Securities that it has requested to be included therein pursuant to Section 3.1(a), then such Registration shall not be deemed to constitute one of the Registration rights granted pursuant to Section 3.1(a).

Underwritten Offerings. If, in connection with a request to Register the Registrable Securities under Section 2.1 or 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 Section 2.1 and 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 participation in such underwritten offering and the inclusion of such Holder’s Registrable Securities in the underwritten offering (unless otherwise mutually agreed by the Initiating Holders and such Holder) 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 at least two-thirds a majority of the voting power of all Registrable Securities proposed to be included in such Registration (calculated on an as-converted basis)Registration, and reasonably acceptable to the Company. 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 Section 2.1 or Section 2.2, the underwriters may exclude up to seventy-five seventy percent (7570%) of the Registrable Securities requested to be Registered but only after (i) first excluding all other Equity Securities (including the Equity Securities held by employees and directors of the Company) from the Registration and underwritten offering, and (ii) second excluding all Registrable Securities from the Registration and underwritten offering, offering and so long as the number of shares to be included in the Registration on behalf of the non-excluded Holders is allocated among all such non-excluded Holders in proportion, as nearly as practicable, to the respective amounts of Registrable Securities requested owned by such Holders to be included; requesting registration, provided that any Initiating Holder shall have the right to withdraw its request for Registration from the 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 withdrawal withdrawn request for Registration shall not be deemed to constitute one of the Registration rights granted pursuant to Section 2.1 or Section 2.2, 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. Shareholders Agreement.

Underwritten Offerings. If, in connection with a request to Register the Registrable Securities under Section 2.1 or 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 Section 2.1 and 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 participation in such underwritten offering and the inclusion of such Holder’s Registrable Securities in the underwritten offering (unless otherwise mutually agreed by the Initiating Holders and such Holder) 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 at least two-thirds (2/3) of the voting power of all Registrable Securities proposed to be included in such Registration (calculated on an as-converted basis)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 Section 2.1 or Section 2.2, the underwriters may exclude up to seventy-five percent (75%) of the Registrable Securities requested to be Registered but only after (i) first excluding all other Equity Securities (including the Equity Securities held by employees and directors of the Company) from the Registration and underwritten offering, and (ii) second excluding all Registrable Securities from the Registration and underwritten offering, offering and so long as the number of shares to be included in the Registration on behalf of the non-excluded Holders is allocated among all such non-excluded 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 the 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 withdrawal request for Registration shall not be deemed to constitute one of the Registration rights granted pursuant to Section 2.1 or Section 2.2, as the case may be. If any Holder disapproves the terms of any underwriting, the Holder may 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. Shareholders Agreement.

Underwritten Offerings. If, in connection with a request to Register the Registrable Securities under Section 2.1 or 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 Section 2.1 and 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 participation in such underwritten offering and the inclusion of such Holder’s Registrable Securities in the underwritten offering (unless otherwise mutually agreed by the Initiating Holders and such Holder) 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 at least two-thirds a majority of the voting power of all Registrable Securities proposed to be included in such Registration (calculated on an as-converted basis)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 Section 2.1 or Section 2.2, the underwriters may exclude up to seventy-five percent (75%) of the Registrable Securities requested to be Registered but only after (i) first excluding all other Equity Securities (including the Equity Securities held by employees and directors of the Company) from the Registration and underwritten offering, and (ii) second excluding all Registrable Securities from the Registration and underwritten offering, offering and so long as the number of shares to be included in the Registration on behalf of the non-excluded Holders is allocated among all such non-excluded Holders in proportion, as nearly as practicable, to the respective amounts of Registrable Securities requested by such Holders to be included; provided that any the Initiating Holder Holders shall have the right to withdraw its their request for Registration from the 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 withdrawal request for Registration shall not be deemed to constitute one of the Registration rights granted pursuant to Section 2.1 or Section 2.2, as the case may be. If any Holder disapproves the terms of any underwriting, the Holder may 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. Shareholders Agreement.

Underwritten Offerings. If, in connection with a request to Register the Registrable Securities under Section 2.1 10.01(a) or Section 2.210.01(b), the Initiating Holders Holder seek to distribute such Registrable Securities in an underwritten offeringunderwriting, they shall has the right to 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 Section 2.1 Sections 10.01(a) and Section 2.210.01(b). In such event, the right of any Holder Holders to include its Registrable Securities in such Registration shall be conditioned upon such Holder’s participation in such underwritten offering underwriting and the inclusion of such Holder’s Registrable Securities in the underwritten offering underwriting (unless otherwise mutually agreed by the Initiating Holders and such Holder representing a majority in voting power of the Registrable Securities held by the Initiating Holder) to the extent provided herein. All Holders The Initiating Holder proposing to distribute their securities through such underwritten offering underwriting shall enter into an underwriting agreement in customary form with the underwriter or underwriters of internationally recognized standing selected for such underwritten offering underwriting by the Company and (which underwriter or underwriters shall be reasonably acceptable to the holders of at least two-thirds of the Initiating Holder representing a majority in voting power of all the Registrable Securities proposed to be included in such Registration (calculated on an as-converted basisheld by the Initiating Holder). 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 Equity Securities to be underwritten in a Registration pursuant to Section 2.1 or Section 2.2underwritten, the underwriters may exclude up to seventy-five percent (75%) some of the Registrable Securities from the underwriting if so justified after excluding any other Equity Securities from the underwriting, provided that any Registration must include at lease 25% of the Shares requested to be Registered but only after (i) first excluding all other Equity Securities (including included by the Equity Securities held by employees and directors holders of the Company) from the Registration and underwritten offering, and (ii) second excluding all Registrable Securities from the Registration and underwritten offering, and so long as Securities. If a limitation of the number of shares Registrable Securities is required pursuant to this Section 10.01(d), the number of Registrable Securities that may be included in the Registration on behalf of the non-excluded underwriting by selling Holders is shall be allocated among all such non-excluded Holders 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 the 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 withdrawal request for Registration shall not be deemed to constitute one of the Registration rights granted pursuant to Section 2.1 or Section 2.2, as the case may be. If any Holder disapproves the terms of any underwriting, the Holder may 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 If shares of the allocation Company are offered in an underwritten public offering (whether or not a Qualified Public Offering) for the account of any shareholder, each Preferred Shareholder shall have the right to include a pro rata number of shares in accordance with the above provisions, the Company or the underwriters may round the number of shares allocated to a Holder offering on terms and conditions no less favorable to the nearest one hundred (100) shares. Preferred Shareholders Agreementthan to any other selling shareholders.

Underwritten Offerings. If, in connection with a request to Register the Registrable Securities under Section 2.1 4.1(1) or Section 2.24.1(2), the Initiating Holders seek Holder seeks to distribute such Registrable Securities in an underwritten offeringunderwriting, they it 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 Shareholders described in Section 2.1 Sections 4.1(1) and Section 2.24.1(2). In such event, the right of any Holder to include its Registrable Securities in such Registration registration shall be conditioned upon such Holder’s participation in such underwritten offering underwriting and the inclusion of such Holder’s Registrable Securities in the underwritten offering underwriting (unless otherwise mutually agreed by a majority in interest of the Initiating Holders and such Holder) to the extent provided herein. All Holders proposing to distribute their securities through such underwritten offering underwriting shall enter into an underwriting agreement in customary form with the underwriter or underwriters of internationally recognized standing selected for such underwritten offering underwriting by the Company and reasonably acceptable to the holders Holders of at least two-thirds a majority of the voting power of all Registrable Securities proposed to be included in such Registration (calculated on an as-converted basis)held by all Initiating Holders. 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 Equity Securities to be underwritten, then the Company shall so advise all Holders of Registrable Securities that would otherwise be underwritten in a Registration pursuant to Section 2.1 or Section 2.2hereto, and the underwriters may exclude up to seventy-five percent (75%) some of the Registrable Securities requested to be Registered but only from the underwriting if so justified after (i) first excluding all any other Equity Securities (including the Equity Securities held by employees and directors of the Company) from the Registration and underwritten offeringunderwriting; provided, and (ii) second excluding however, that all Holders of Registrable Securities from the Registration and underwritten offering, and so long as shall share pro rata in the number of shares Equity Securities to be included in the Registration on behalf excluded from such registration pursuant to this Section 4.1(4). In no event shall any Registrable Securities be excluded from such underwriting and registration unless all other securities of the non-excluded Holders is allocated among all such non-excluded 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 the 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 withdrawal request for Registration shall not be deemed to constitute one of the Registration rights granted pursuant to Section 2.1 or Section 2.2, as the case may be. If any Holder disapproves the terms of any underwriting, the Holder may 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. Shareholders Agreementare first excluded.

Underwritten Offerings. If, in connection with a request to Register the Registrable Securities under Section 2.1 or 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 Section 2.1 and 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 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) 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; provided however, that the Holders shall only be obligated to give representations and reasonably acceptable warranties under such underwriting agreement that are customary in similar agreements in relation to the holders of at least two-thirds their ownership of the voting power of all Registrable Securities proposed and due authorization to be included in enter into such Registration (calculated on an as-converted basis)underwriting agreement. 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 Section 2.1 or Section 2.2, the underwriters may exclude from the underwritten offering up to seventy-five percent (75%) of the Registrable Securities requested to be Registered but only after (i) first excluding all other Equity Securities (including the Equity Securities held by employees and directors any director, officer, employee or consultant of the Company) Company or any other holder of Ordinary Shares of the Company from the Registration and underwritten offering, and (ii) second excluding all Registrable Securities from the Registration and underwritten offering, offering and so long as the number of shares to be included in the Registration on behalf of the non-excluded Holders is allocated among all such non-excluded Holders in proportion, as nearly as practicable, to the respective amounts of Registrable Securities requested by such Holders to be included; provided , provided, that any Initiating Holder shall have if, as a result of such underwriter cutback, the right to withdraw its request for Registration from Holders cannot include in the underwriting by written notice to the Company and the underwriters delivered at least ten (10) days prior to the effective date underwritten offering all of the Registration StatementRegistrable Securities that they have requested to be included therein, and then such withdrawal request for Registration shall not be deemed to constitute one of the Registration rights granted three (3) demand Registrations to which the Holders are entitled pursuant to Section 2.1 or Section 2.2, as the case may be. If any Holder disapproves the terms of any underwriting, the Holder may 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 Statement2.1. 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. Shareholders Agreement.

Underwritten Offerings. If, in connection with a request to Register the register Registrable Securities under Section 2.1 or Section 2.2, the Initiating Holders seek to distribute such Registrable Securities in an underwritten offeringunderwriting, 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 Section Sections 2.1 and 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 participation in such underwritten offering underwriting and the inclusion of such Holder’s Registrable Securities in the underwritten offering underwriting (unless otherwise mutually agreed by a majority in interest of the Initiating Holders and such Holder) to the extent provided herein. All Holders proposing to distribute their securities through such underwritten offering underwriting shall enter into an underwriting agreement in customary form with the underwriter or underwriters of internationally recognized standing selected for such underwritten offering underwriting by the Company and reasonably acceptable to the holders of at least two-thirds of the voting power of all Registrable Securities proposed to be included in such Registration (calculated on an as-converted basis)Company. 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 Section 2.1 or Section 2.2, the underwriters may (i) in the event the offering is the Company’s Qualified IPO, exclude from the underwriting all of the Registrable Securities (so long as the only securities included in such offering are those of the Company), or (ii) otherwise exclude up to seventy-five percent (75%) of the Registrable Securities requested to be Registered registered but only after (i) first excluding all other Equity Securities (including the Equity Securities held by employees and directors of the Company) from the Registration and underwritten offering, and (ii) second excluding all Registrable Securities from the Registration and underwritten offering, underwriting and so long as the number of shares to be included in the Registration on behalf of the non-excluded Holders is allocated among all such non-excluded Holders in proportionbetween the Series A Shareholders and the Series B Shareholders pari passu based on the investment amounts of the Series A Shareholders and Series B Shareholders, provided that if, as nearly as practicablea result of such underwriter cutback, to the respective amounts Holders cannot include in the initial public offering all of the Registrable Securities that they have requested by such Holders to be included; provided that any Initiating Holder shall have the right to withdraw its request for Registration from the underwriting by written notice to the Company and the underwriters delivered at least ten (10) days prior to the effective date of the Registration Statementincluded therein, and then such withdrawal request for Registration shall not be deemed to constitute one (1) of the Registration rights granted three (3) demand Registrations to which the Holders are entitled pursuant to Section 2.1 or Section 2.2, as 2.1. Ordinary Shares other than Registrable Securities shall be excluded from the case may be. If any Holder disapproves the terms of any Registration and underwriting, and shall be included only after all the Holder may elect to withdraw therefrom Registrable Securities owned by written notice to the Company and Holders are included in the underwriters delivered at least ten Registration, unless the inclusion of such Ordinary Shares is approved by the Holders holding seventy-five (1075%) days prior to the effective date of the Registration Statementthen outstanding Registrable Securities. 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. Shareholders Agreement.

Underwritten Offerings. If, in connection with a request to Register the register Registrable Securities under Section 2.1 or Section 2.2, the Initiating Holders seek to distribute such Registrable Securities in an underwritten offeringunderwriting, 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 Section Sections 2.1 and 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 participation in such underwritten offering underwriting and the inclusion of such Holder’s Registrable Securities in the underwritten offering underwriting (unless otherwise mutually agreed by a majority in interest of the Initiating Holders and such Holder) to the extent provided herein. All Holders proposing to distribute their securities through such underwritten offering underwriting shall enter into an underwriting agreement in customary form with the underwriter or underwriters of internationally recognized standing selected for such underwritten offering underwriting by the Company and reasonably acceptable to the holders of at least two-thirds of the voting power of all Registrable Securities proposed to be included in such Registration (calculated on an as-converted basis)Company. 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 Section 2.1 or Section 2.2, the underwriters may (i) in the event the offering is the Company’s Qualified IPO, exclude from the underwriting all of the Registrable Securities (so long as the only securities included in such offering are those of the Company), or (ii) otherwise exclude up to seventy-five percent (75%) of the Registrable Securities requested to be Registered registered but only after (i) first excluding all other Equity Securities (including the Equity Securities held by employees and directors of the Company) from the Registration and underwritten offering, and (ii) second excluding all Registrable Securities from the Registration and underwritten offering, underwriting and so long as the number of shares to be included in the Registration on behalf of the non-excluded Holders is allocated among all such non-excluded Holders in proportionbetween the Series A Investors and the Series B Investors pari passu based on the investment amounts of the Series A Investors and Series B Investors, provided that if, as nearly as practicablea result of such underwriter cutback, to the respective amounts Holders cannot include in the initial public offering all of the Registrable Securities that they have requested by such Holders to be included; provided that any Initiating Holder shall have the right to withdraw its request for Registration from the underwriting by written notice to the Company and the underwriters delivered at least ten (10) days prior to the effective date of the Registration Statementincluded therein, and then such withdrawal request for Registration shall not be deemed to constitute one (1) of the Registration rights granted three (3) demand Registrations to which the Holders are entitled pursuant to Section 2.1 or Section 2.2, as 2.1. Ordinary Shares other than Registrable Securities shall be excluded from the case may be. If any Holder disapproves the terms of any Registration and underwriting, and shall be included only after all the Holder may elect to withdraw therefrom Registrable Securities owned by written notice to the Company and Holders are included in the underwriters delivered at least ten Registration, unless the inclusion of such Ordinary Shares is approved by the Holders holding seventy-five (1075%) days prior to the effective date of the Registration Statementthen outstanding Registrable Securities. 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. Shareholders Agreement.

Underwritten Offerings. If, in connection with If a request to Register registration statement under which the Registrable Securities Company gives notice under Section 2.1 or Section 2.2, the Initiating Holders seek to distribute such Registrable Securities in 7.3 is for an underwritten offering, they shall so advise the Company as a part of the request, and then the Company shall include such information in so notify the written notice to the other Holders described in Section 2.1 and Section 2.2Purchaser. In such event, the right of any Holder to include its of the Purchaser's Registrable Securities to be included in such Registration a registration pursuant to this Section 6 shall be conditioned upon such Holder’s the Purchaser's participation in such underwritten offering underwriting and the inclusion of such Holder’s the Purchaser's Registrable Securities in the underwritten offering (unless otherwise mutually agreed by the Initiating Holders and such Holder) underwriting to the extent provided herein. All Holders proposing If the Purchaser is entitled to distribute their securities its Registrable Securities through such underwritten offering underwriting, the Purchaser shall enter into an underwriting agreement in customary form with the managing underwriter or underwriters of internationally recognized standing underwriter(s) selected for such underwritten offering by the Company and reasonably acceptable to the holders of at least two-thirds of the voting power of all Registrable Securities proposed to be included in such Registration (calculated on an as-converted basis)underwriting. 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 shares to be underwritten, then the managing underwriter(s) may exclude shares (including Registrable Securities) from the registration and the underwriting, and the number of shares that may be included in the registration and the underwriting shall be allocated, first, to the Company, and second, to the Purchaser, and the other selling shareholders each in proportion to their number of Shares they respectively propose to include in the Offering, provide however, that the right of the underwriters to exclude shares (including Registrable Securities) from the registration and underwriting as described above shall be restricted so that the number of Registrable Securities to be underwritten included in a Registration pursuant to Section 2.1 or Section 2.2, the underwriters may exclude up to seventy-any such registration is not reduced below twenty five percent (7525%) of the Registrable Securities requested to be Registered but only after (i) first excluding all other Equity Securities (including the Equity Securities held by employees and directors of the Company) from the Registration and underwritten offering, and (ii) second excluding all Registrable Securities from the Registration and underwritten offering, and so long as the number of shares Shares initially proposed to be included in the Registration on behalf of the non-excluded Holders is allocated among all such non-excluded 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 the 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 withdrawal request for Registration shall not be deemed to constitute one of the Registration rights granted pursuant to Section 2.1 or Section 2.2, as the case may beregistration. If any Holder the Purchaser disapproves of the terms of any such underwriting, the Holder Purchaser may 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 Statementunderwriter. Any Registrable Securities excluded or withdrawn from such underwritten offering underwriting shall be excluded and 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. Shareholders Agreementregistration.

Underwritten Offerings. If, in connection with a request to Register the Registrable Securities under Section 2.1 2 or Section 2.22.1, 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 Section 2.1 2 and Section 2.22.1. 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 at least two-thirds a majority of the voting power of all Registrable Securities proposed to be included in such Registration (calculated on an as-converted basis)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 Section 2.1 2 or Section 2.22.1, the underwriters may (i) in the event the offering is the Company’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 (i) first excluding all other Equity Securities (including the Equity Securities held by employees and directors of the Company) from the Registration and underwritten offering, and (ii) second excluding all Registrable Securities from the Registration and underwritten offering, offering and so long as the number of shares Registrable Securities to be included in the Registration on behalf of the non-excluded Holders is allocated (a) first, among all such non-excluded 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 the 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 withdrawal request for Registration shall not be deemed to constitute one of the Registration rights granted pursuant to Section 2.1 or Section 2.2, as the case may be. If any Holder disapproves the terms of any underwriting, the Holder may 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. Shareholders Agreement.

Underwritten Offerings. If, in connection with a request to Register the Registrable Securities under Section 2.1 or 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 Section Sections 2.1 and 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 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) 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 at least two-thirds of the voting power of all Registrable Securities proposed to be included in such Registration (calculated on an as-converted basis)Company. 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 Section 2.1 or Section 2.2, the underwriters may (i) in the event the offering is the Company’s IPO, exclude from the underwritten offering all of the Registrable Securities (so long as the only securities included in such offering are those of the Company), or (ii) otherwise exclude up to seventy-five seventy percent (7570%) of the Registrable Securities requested to be Registered but only after (i) first excluding all other Equity Securities (including the Equity Securities held by employees and directors any director, officer, employee or consultant of the Company) Company or any other holder of Common Shares of the Company from the Registration and underwritten offering, and (ii) second excluding all Registrable Securities from the Registration and underwritten offering, offering and so long as the number of shares to be included in the Registration on behalf of the non-excluded Holders is allocated among all such non-excluded Holders in proportion, as nearly as practicable, to the respective amounts of Registrable Securities requested by such Holders to be included; provided , provided, that any Initiating Holder shall have if, as a result of such underwriter cutback, the right to withdraw its request for Registration from Holders cannot include in the underwriting by written notice to the Company and the underwriters delivered at least ten (10) days prior to the effective date IPO all of the Registration StatementRegistrable Securities that they have requested to be included therein, and then such withdrawal request for Registration shall not be deemed to constitute one of the Registration rights granted two (2) demand Registrations to which the Holders are entitled pursuant to Section 2.1 or Section 2.2, as the case may be. If any Holder disapproves the terms of any underwriting, the Holder may 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 Statement2.1. 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. Shareholders Agreement.

Underwritten Offerings. If, in connection with a request to Register the Registrable Securities under Section 2.1 or 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 Section 2.1 and 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 participation in such underwritten offering and the inclusion of such Holder’s Registrable Securities in the underwritten offering (unless otherwise mutually agreed by the Initiating Holders and such Holder) 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 at least two-thirds of the voting power of all Registrable Securities proposed to be included in such Registration (calculated on an as-converted basis). 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 Section 2.1 or Section 2.2, the underwriters may exclude up to seventy-five percent (75%) of the Registrable Securities requested to be Registered but only after (i) first excluding all other Equity Securities (including the Equity Securities held by employees and directors of the Company) from the Registration and underwritten offering, and (ii) second excluding all Registrable Securities from the Registration and underwritten offering, and so long as the number of shares to be included in the Registration on behalf of the non-excluded Holders is allocated among all such non-excluded 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 the 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 withdrawal request for Registration shall not be deemed to constitute one of the Registration rights granted pursuant to Section 2.1 or Section 2.2, as the case may be. If any Holder disapproves the terms of any underwriting, the Holder may 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. Shareholders AgreementAgreement 13

Underwritten Offerings. If, in In connection with a request to Register the Registrable Securities any offering under this Section 2.1 or Section 2.23 involving an underwriting, the Initiating notice to the Holders seek to distribute shall state that such Registrable Securities in offering is an underwritten offering, they shall so advise the Company as a part of the request, offering and the Company shall include such information in the written notice to the other Holders described in Section 2.1 and Section 2.2. In such event, the right of any Holder not be required to include its any Registrable Securities in such Registration shall be conditioned upon such Holder’s participation in such underwritten offering and underwriting unless the Holders requesting inclusion of such Holder’s Registrable Securities in accept the underwritten offering (unless otherwise mutually terms of the underwriting as agreed by the Initiating Holders and such Holder) 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 upon between the Company and reasonably acceptable to the holders of at least two-thirds of managing Underwriter or Underwriters, selected by the voting power of all Company. Each Holder that has requested that Registrable Securities proposed to held by it be included in such Registration Statement shall (calculated on an as-converted basis). Notwithstanding any together with the Company and the other provision of this Agreement, if Holders distributing the securities through such underwriting) enter into such underwriting agreement as agreed upon between the Company and the managing underwriter advises Underwriter or Underwriters. If in the Company that marketing factors (including without limitation reasonable and good faith opinion of the aggregate number of securities requested to be Registeredmanaging Underwriter or Underwriters, the general condition registration of the marketall, 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 Section 2.1 or Section 2.2part of, the underwriters may exclude up to seventy-five percent (75%) of the Registrable Securities requested to be Registered but only after included in such registration and any other securities to be included in such registration jeopardize the success of the offering by the Company or the holders of securities initiating such registration (the “Demanding Holders”), then: (i) first excluding all in the case of an underwritten offering by the Company, (A) the Company shall not be cutback and (B) the Registrable Securities requested for inclusion and any other Equity Securities (including securities requested for inclusion pursuant to similar piggyback rights shall be reduced pro rata in accordance with the Equity Securities number of securities that each such Person has requested be included in the registration, regardless of the number of securities held by employees and directors of the Company) from the Registration and underwritten offering, each such Person and (ii) second excluding all in the case of an underwritten offering by (1) a Demanding Holder (other than Prencen), (A) the Demanding Holder (and other parties that are subject to the same registration rights agreement with such Demanding Holder) shall not be cutback and (B) the Registrable Securities from requested for inclusion and the Registration shares requested to be included by the Company and underwritten offering, and so long as any other stockholder pursuant to piggyback rights similar to the Holders shall be reduced pro rata based on the number of shares to be included securities each such party has requested for inclusion in the Registration Statement and (2) Prencen, in its capacity as a Demanding Holder, then the shares requested for inclusion by Prencen (and other parties that are subject to the same registration rights agreement with Prencen), the Registrable Securities requested for inclusion by any Holder, and the shares requested for inclusion by any other stockholder possessing piggyback rights that Prencen has expressly agreed, in writing, may participate on behalf of the non-excluded Holders is allocated among all such non-excluded Holders in proportiona priority basis, as nearly as practicableshall have priority over any other stockholder possessing piggyback rights and, to the respective amounts extent the shares requested for inclusion by Prencen (and other parties that are subject to the same registration rights agreement with Prencen), the Holders of Registrable Securities requested by such Holders and other stockholders that Prencen has agreed may participate on a priority basis are required to be included; provided that cutback, then such securities requested for inclusion shall be reduced pro rata based on the number of securities each such party holds (on an as-converted, fully-diluted basis and without giving effect to any Initiating Holder shall have the right to withdraw its request for Registration from the underwriting exercise or conversion limitations contained in any such convertible or exercisable securities held 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 any such withdrawal request for Registration shall not be deemed to constitute one of the Registration rights granted pursuant to Section 2.1 or Section 2.2, as the case may beparty). If any Holder disapproves of the terms of any such underwriting, the Holder it may 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. Shareholders Agreementmanaging Underwriter.

Underwritten Offerings. If, in connection with a request to Register the Registrable Securities under Section 2.1 or Section 2.22.1, 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 Section 2.1 and Section 2.2Sections 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 participation in such underwritten offering underwriting and the inclusion of such Holder’s Registrable Securities in the underwritten offering underwriting (unless otherwise mutually agreed by a majority in interest of the Initiating Holders and such Holder) 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 underwriting by the Company and reasonably acceptable to the holders of at least two-thirds of the voting power of all Registrable Securities proposed to be included in such Registration (calculated on an as-converted basis)Company. 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 Section 2.1 or Section 2.22.1, the underwriters may exclude up to seventy-five percent (75%) 70% of the Registrable Securities requested to be Registered but only after (i) first excluding all other Equity Securities (including the Equity Securities held by employees and directors of the Company) from the Registration and underwritten offering, and (ii) second excluding all Registrable Securities from the Registration and underwritten offering, underwriting and so long as the number of shares to be included in the Registration on behalf of the non-excluded Holders is allocated among all such non-excluded 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 if, as a result of such underwriter cutback, the right to withdraw its request for Registration from Holders cannot include in the underwriting by written notice to the Company and the underwriters delivered at least ten (10) days prior to the effective date initial public offering all of the Registration StatementRegistrable Securities that they have requested to be included therein, and then such withdrawal request for Registration shall not be deemed to constitute one of the Registration rights granted five demand Registrations to which the Holders are entitled pursuant to Section 2.1 or Section 2.2, as the case may be. If any Holder disapproves the terms of any underwriting, the Holder may 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 Statement2.1. 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. Shareholders Agreement.

Underwritten Offerings. If, in connection with a request to Register the Registrable Securities under Section 2.1 or Section 2.22.2 hereof, 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 Section Sections 2.1 and Section 2.22.2 hereof. 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 at least two-thirds a majority of the voting power of all Registrable Securities proposed to be included in such Registration (calculated on an as-converted basis)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 Section 2.1 or Section 2.22.2 hereof, the underwriters may (i) in the event the offering is the Company’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 (i) first excluding all other Equity Securities (including the Equity Securities held by employees and directors of the Company) from the Registration and underwritten offering, and (ii) second excluding all Registrable Securities from the Registration and underwritten offering, offering and so long as the number of shares Registrable Securities to be included in the Registration on behalf of the non-excluded Holders is allocated among all such non-excluded 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 the 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 withdrawal request for Registration shall not be deemed to constitute one of the Registration rights granted pursuant to Section 2.1 or Section 2.2, as the case may be. If any Holder disapproves the terms of any underwriting, the Holder may 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. Shareholders Agreement.

Underwritten Offerings. If, in connection with a request to Register the Registrable Securities under Section 2.1 or 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 Section 2.1 and 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 participation in such underwritten offering and the inclusion of such Holder’s Registrable Securities in the underwritten offering (unless otherwise mutually agreed by the Initiating Holders and such Holder) to the extent provided herein. All the Holders proposing to distribute their securities Registrable 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 at least two-thirds a majority of the voting power of all the Registrable Securities proposed to be included in such Registration (calculated on an as-converted basis)Registration. Notwithstanding any other provision of this Agreement, if the managing underwriter advises underwriters advise the Company that marketing factors (including without limitation the aggregate number of securities the Registrable 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 the Registrable Securities to be underwritten in a Registration pursuant to Section 2.1 or Section 2.2, the underwriters number of shares that may be included in the Registration and the underwriting shall be allocated, first, to each of the Holders requesting inclusion of their Registrable Securities in such Registration Statement on a pro rata basis based on the total number of the Registrable Securities then held by each such Holder, and second, to holders of other Equity Securities of the Company; provided, however, that the right of the underwriter(s) to exclude up to seventy-five shares (including the Registrable Securities) from the Registration and underwriting as described above shall be restricted so that (i) the number of the Registrable Securities included in any such registration is not reduced below thirty percent (7530%) of the aggregate number of the Registrable Securities, on a pro rata basis, for which inclusion has been requested; (ii) all the shares that are not the Registrable Securities and are held by any other Person, including, without limitation, any Person who is an employee, officer or director of the Company (or any Subsidiary of the Company) shall first be excluded from such Registration and underwriting before any Registrable Securities are so excluded; and (iii) in any case at least 30% of the Registrable Securities requested to be Registered but only after (i) first excluding all other Equity Securities (including by the Equity Securities held by employees and directors of the Company) from the Registration and underwritten offering, and (ii) second excluding all Registrable Securities from the Registration and underwritten offering, and so long as the number of shares to be included in the Registration on behalf of the non-excluded Holders is allocated among all such non-excluded 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 Preferred Holder shall have the right to withdraw its request for Registration from the 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 withdrawal request for Registration shall will not be deemed subject to constitute one of the Registration rights granted pursuant to Section 2.1 or Section 2.2, as the case may besuch cutback. 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 Business 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. Shareholders Agreement.

Underwritten Offerings. If, in connection with If the registration of which the Company gives notice is for a request to Register the Registrable Securities under Section 2.1 or Section 2.2registered public offering involving an underwriting, the Initiating Holders seek to distribute such Registrable Securities in an underwritten offering, they Company shall so advise the Company Holders as a part of the request, and the Company shall include such information in the written notice given pursuant to the other Holders described in Section 2.1 and Section 2.23.1. In such event, event the right of any Holder to include its Registrable Securities in such Registration registration pursuant to Section 3.1 shall be conditioned upon such Holder’s participation in such underwritten offering underwriting and the inclusion of such Holder’s Registrable Securities in the underwritten offering (unless otherwise mutually agreed by the Initiating Holders and such Holder) underwriting to the extent provided herein. All Holders proposing to distribute their securities through such underwritten offering underwriting shall (together with the Company and the other holders distributing their securities through such underwriting) enter into an underwriting agreement in customary form with the managing underwriter or underwriters of internationally recognized standing selected for such underwritten offering underwriting by the Company Company. The foregoing shall include, without limitation, such powers of attorney and reasonably acceptable to escrow agreements as the holders of at least two-thirds of the voting power of all Registrable Securities proposed to be included in such Registration (calculated on an as-converted basis)underwriters may require. Notwithstanding any other provision of this AgreementArticle III, if the managing underwriter advises the Company determines 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 shares to be underwritten, the managing underwriter may limit the Registrable Securities to be underwritten included in a Registration pursuant such registration, it being understood that the shares proposed to Section 2.1 or Section 2.2, sold by the underwriters may exclude up Company in such underwriting shall be given priority and shall not be subject to seventyany such limitation vis-five percent (75%) of a-vis the Registrable Securities requested to be Registered but only after (i) first excluding Securities. The Company shall so advise all Holders and other Equity Securities (including the Equity Securities held by employees and directors of the Company) from the Registration and underwritten offeringholders distributing their securities through such underwriting, and (ii) second excluding all Registrable Securities from the Registration and underwritten offering, and so long as the number of shares to of Registrable Securities that may be included in the Registration on behalf of the non-excluded Holders is registration and underwriting shall be allocated among all Holders and such non-excluded Holders other holders in proportion, as nearly as practicable, to the respective amounts of Registrable Securities requested held by such Holders to be included; provided that any Initiating Holder shall have the right to withdraw its request for Registration from the 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 withdrawal request for Registration shall not be deemed to constitute one other holders at the time of filing the Registration rights granted pursuant to Section 2.1 or Section 2.2, as the case may be. If any Holder disapproves the terms of any underwriting, the Holder may 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 Registrationregistration statement. To facilitate the allocation of shares in accordance with the above provisions, the Company or the underwriters may round the number of shares allocated to a any Holder to the nearest 100 shares. If any Holder disapproves of the terms of any such underwriting, such Holder may elect to withdraw therefrom by written notice to the Company and the managing underwriter. The Registrable Securities so excluded or withdrawn shall also be excluded or withdrawn from registration, and neither such Registrable Securities nor any securities convertible into or exchangeable or exercisable for Ordinary Shares shall be sold in any public sale or other distribution, without the prior written consent of the Company or such underwriters, for such period of time before and after (not to exceed thirty (30) days before and one hundred eighty (100180) shares. Shareholders Agreementdays after) the effective date of the registration statement relating thereto as the underwriters may require.

Underwritten Offerings. If, in connection with a request to Register the Registrable Securities under Section 2.1 or 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 Section 2.1 and 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 participation in such underwritten offering and the inclusion of such Holder’s Registrable Securities in the underwritten offering (unless otherwise mutually agreed by the Initiating Holders and such Holder) 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 underwriter(s) of internationally recognized standing selected for such underwritten offering by the Company and reasonably acceptable satisfactory to the holders of at least two-thirds a majority of the voting power of all Registrable Securities proposed to be included in such Registration (calculated on an as-converted basis)Registration. Notwithstanding any other provision of this Agreement, if the managing underwriter advises underwriter(s) advise 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 Section 2.1 or Section 2.2, the underwriters underwriter(s) may exclude up to seventy-five seventy percent (7570%) of the Registrable Securities requested to be Registered but only after (i) first excluding all other Equity Securities (including the Equity Securities held by employees and directors of the Company) from the Registration and underwritten offering, and (ii) second excluding all Registrable Securities from the Registration and underwritten offering, offering and so long as the number of shares to be included in the Registration on behalf of the non-excluded Holders is allocated among all such non-excluded 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 the underwriting by written notice to the Company and the underwriters underwriter(s) delivered at least ten (10) days prior to the effective date of the Registration Statement, and such withdrawal request for Registration shall not be deemed to constitute one (1) of the Registration rights granted pursuant to Section 2.1 or Section 2.2, as the case may be. If any Holder disapproves the terms of any underwriting, the Holder may elect to withdraw therefrom by written notice to the Company and the underwriters underwriter(s) 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 underwriter(s) may round the number of shares allocated to a Holder to the nearest one hundred (100) shares. Shareholders Agreement.

Underwritten Offerings. If, in connection with a request to Register the Registrable Securities under any of the provisions of Section 2.1 5.1(a) or Section 2.25.1(b), the Initiating Holders seek to distribute such Registrable Securities in an underwritten offeringunderwriting, 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 to Section 2.1 and 5.1(a) or Section 2.25.1(b). In such event, the right of any Holder to include its Registrable Securities in such Registration shall be conditioned upon such Holder’s 's participation in such underwritten offering underwriting and the inclusion of such Holder’s 's Registrable Securities in the underwritten offering underwriting (unless otherwise mutually agreed by Initiating Holders representing a majority in voting power of the Registrable Securities held by the Initiating Holders and such HolderHolders) to the extent provided herein. All Holders proposing to distribute their securities through such underwritten offering underwriting shall enter into an underwriting agreement in customary form with the underwriter or underwriters of internationally recognized standing selected for such underwritten offering underwriting by the Company and (which underwriter or underwriters shall be reasonably acceptable to the holders of at least two-thirds of the Initiating Holders representing a majority in voting power of all the Registrable Securities proposed to be included in such Registration (calculated on an as-converted basisheld by the Initiating Holders). 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 Equity Securities to be underwritten in a Registration pursuant to Section 2.1 or Section 2.2underwritten, the underwriters may exclude up to seventy-five percent (75%) such number of the Registrable Securities requested to be Registered but only after from the underwriting as required (i) first after excluding all any other Equity Securities from the underwriting (including the including, without limitation, any Equity Securities held by employees and directors of which the CompanyCompany may seek to include in the underwriting for its own account) from the Registration and underwritten offering, and (ii) second excluding all Registrable Securities from the Registration and underwritten offering, and so long as at least thirty percent (30%) in voting power of any Registrable Securities requested by the number of shares Holders to be included in the such underwriting and Registration on behalf shall be included. If a limitation of the non-excluded number of Registrable Securities is required pursuant to this Section 5.1(d), the number of Registrable Securities that may be included in the underwriting by selling Holders is shall be allocated among all such non-excluded Holders 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 the 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 withdrawal request for Registration shall not be deemed to constitute one of the Registration rights granted pursuant to Section 2.1 or Section 2.2, as the case may beRegistration. If any Holder disapproves of the terms of any underwriting, the Holder may elect to withdraw therefrom by written notice to the Company and the underwriters delivered at least ten (10) days Business Days prior to the effective date of the Registration Statement. 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. Shareholders Agreement.

Underwritten Offerings. If, in connection with a request to Register the Registrable Securities under Section 2.1 7.1 or Section 2.27.2, 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 Section 2.1 7.1 and Section 2.27.2. 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 the Initiating Holders and such Holder) 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 at least two-thirds a majority of the voting power of all Registrable Securities proposed to be included in such Registration (calculated on an as-converted basis)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 Section 2.1 7.1 or Section 2.27.2, the underwriters may exclude up to seventy-five percent (75%) 70 per cent. of the Registrable Securities requested to be Registered but only after (i) first excluding all other Equity Securities (including the Equity Securities held by employees and directors of the Company) from the Registration and underwritten offering, and (ii) second excluding all Registrable Securities from the Registration and underwritten offering, offering and so long as the number of shares to be included in the Registration on behalf of the non-excluded Holders is allocated among all such non-excluded 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 the underwriting by written notice to the Company and the underwriters delivered at least ten (10) 10 days prior to the effective date of the Registration Statement, and such withdrawal withdrawn request for Registration shall not be deemed to constitute one of the Registration rights granted pursuant to Section 2.1 7.1 or Section 2.27.2, 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) 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) 100 shares. Shareholders Agreement.

Underwritten Offerings. If, in connection with a request to Register the Registrable Securities under Section 2.1 or 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 Section 2.1 and 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 participation in such underwritten offering and the inclusion of such Holder’s Registrable Securities in the underwritten offering (unless otherwise mutually agreed by the Initiating Holders and such Holder) 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 at least two-thirds a majority of the voting power of all Registrable Securities proposed to be included in such Registration (calculated on an as-converted basis)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 Section 2.1 or Section 2.2, the underwriters may exclude up to seventy-five seventy percent (7570%) of the Registrable Securities requested to be Registered but only after (i) first excluding all other Equity Securities (including the Equity Securities held by employees and directors of the Company) from the Registration and underwritten offering, and (ii) second excluding all Registrable Securities from the Registration and underwritten offering, offering and so long as the number of shares to be included in the Registration on behalf of the non-excluded Holders is allocated among all such non-excluded 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 the 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 withdrawal withdrawn request for Registration shall not be deemed to constitute one of the Registration rights granted pursuant to Section 2.1 or Section 2.2, as the case may be2.1. 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. Shareholders Agreement.

Underwritten Offerings. If, in connection with a request to Register the Registrable Securities under Section 2.1 or 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 Section 2.1 and 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 participation in such underwritten offering and the inclusion of such Holder’s Registrable Securities in the underwritten offering (unless otherwise mutually agreed by the Initiating Holders and such Holder) 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 at least two-thirds (2/3) of the voting power of all Registrable Securities proposed to be included in such Registration (calculated on an as-converted basis)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 Section 2.1 or Section 2.2, the underwriters may exclude up to seventy-five percent (75%) of the Registrable Securities requested to be Registered but only after (i) first excluding all other Equity Securities (including the Equity Securities held by employees and directors of the Company) from the Registration and underwritten offering, and (ii) second excluding all Registrable Securities from the Registration and underwritten offering, including, without limitation, all shares that are not Registrable Securities and so long as are held by any other Person, including, without limitation, any Person who is an employee, officer or director of the Company or any subsidiary of the Company, provided, that the number of shares to be included in the Registration on behalf of the non-excluded Holders is allocated among all such non-excluded 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 the 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 withdrawal request for Registration shall not be deemed to constitute one of the Registration rights granted pursuant to Section 2.1 or Section 2.2, as the case may be. If any Holder disapproves the terms of any underwriting, the Holder may 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. Shareholders Agreement.

Underwritten Offerings. If, in connection with a request to Register the Registrable Securities under Section 2.1 Paragraph 2(a) or Section 2.2Paragraph 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 a part of the request, and the Company shall include such information in the written notice to the other Holders described in Section 2.1 and Section 2.2Paragraph 2(a) or 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 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 at least two-thirds a majority of the voting power of all Registrable Securities proposed to be included in such Registration (calculated on an as-converted basis)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 Section 2.1 Paragraph 2(a) or Section 2.2Paragraph 2(b) of this Schedule 2, the underwriters may (i) in the event the offering is the 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 seventy-five percent (75%) % of the Registrable Securities requested to be Registered but only after (i) first excluding all other Equity Securities (including the Equity Securities held by employees and directors of the Company) Interests from the Registration and underwritten offering, and (ii) second excluding all Registrable Securities from the Registration and underwritten offering, offering and so long as the number of shares Registrable Securities to be included in the Registration on behalf of the non-excluded Holders is allocated among all such non-excluded 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 the 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 withdrawal request for Registration shall not be deemed to constitute one of the Registration rights granted pursuant to Section 2.1 or Section 2.2, as the case may be. If any Holder disapproves the terms of any underwriting, the Holder may 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. Shareholders Agreement.

Underwritten Offerings. If, If at any time that a Shelf Registration Statement is effective (or in connection with delivery of a request Demand), SSF or SSF and a Covered Transferee delivers a notice to Register the Company (a “Shelf Underwritten Demand Notice”) stating that it intends to effect an underwritten offering of Registrable Securities pursuant to a take-down from the Shelf Registration Statement of all or part of the Registrable Securities under Section 2.1 included or Section 2.2to be included by it on the Shelf Registration Statement (a “Shelf Underwritten Offering”) and stating the aggregate offering price and/or number of Registrable Securities to be included in such Shelf Underwritten Offering, then the Initiating Holders seek Company shall, so long as the market value of the Common Stock to distribute be included in such Shelf Underwritten Offering is (i) equal to or in excess of $75,000,000 or (ii) equal to or in excess of $50,000,000 and SSF and/or its Permitted Transferees agree to sell at least 75% of the Registrable Securities then owned by them in such underwritten offering), based upon the closing price of the Common Stock on the date prior to the Shelf Underwritten Demand Notice, amend or supplement the Shelf Registration Statement as promptly as practicable (or, if not yet filed, include appropriate disclosure therein) as may be necessary in order to enable such Registrable Securities in an underwritten offering, they shall so advise to be distributed pursuant to the Company as a part Shelf Underwritten Offering (taking into account the inclusion of the request, and Registrable Securities by any other Holders. In connection with any Shelf Underwritten Offering (i) the Company shall include such information in deliver a copy of the written notice Shelf Underwritten Demand Notice to each Holder, to the other Holders described in Section 2.1 extent the Company has received prior notices as to the identity of such Holder(s), and Section 2.2. In such event, the right of any permit each Holder to include its Registrable Securities included by it on the Shelf Registration Statement in the Shelf Underwritten Offering if such Registration shall be conditioned upon such Holder’s participation in such underwritten offering Holder seeking to so include Registrable Securities notifies SSF and the inclusion Company of such Holder’s Registrable Securities request, specifying the amount to be included, within three (3) Business Days (or such shorter period as is reasonably practicable under the circumstances in the underwritten offering (unless otherwise mutually agreed by the Initiating Holders and such Holder) 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 at least two-thirds judgment of the voting power managing underwriter) after receipt of all Registrable Securities proposed to be included in such Registration the Shelf Underwritten Demand Notice thereby, and (calculated on an as-converted basis). Notwithstanding any other provision of this Agreement, ii) if the managing underwriter advises the Company that marketing factors (including without limitation and the aggregate Holders participating therein that, in its opinion, the number of securities requested to be Registeredincluded in such registration would be likely to have an Adverse Effect, the general condition of the marketthen, 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 Section 2.1 or Section 2.2, the underwriters may exclude up to seventy-five percent (75%) of the Registrable Securities requested to be Registered but only after (i) first excluding all other Equity Securities (including the Equity Securities held by employees and directors of the Company) from the Registration and underwritten offering, and (ii) second excluding all Registrable Securities from the Registration and underwritten offering, and so long as the number of shares of Common Stock to be included in the Registration on behalf of the non-excluded Holders is allocated among all such non-excluded Holders in proportion, as nearly as practicable, to the respective amounts of Registrable Securities requested therein by such Holders to be included; provided that any Initiating each participating Holder shall have the right to withdraw its request for Registration from the 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 withdrawal request for Registration shall not be deemed to constitute one of the Registration rights granted pursuant to Section 2.1 or Section 2.2, as the case may be. If any Holder disapproves the terms of any underwriting, the Holder may 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 determined on a pro rata basis based on the number of shares allocated of Common Stock requested to a Holder be included, to the nearest extent that the managing underwriter believes that such shares can be sold in such offering without having an Adverse Effect. In no event shall the Company be required to effect more than one hundred (1001) sharesunderwritten offering pursuant to this Agreement. Shareholders AgreementThe selection of investment banker(s), underwriter(s) and manager(s), if any, shall be made by SSF; provided, however, that such investment banker(s), underwriter(s) and manager(s) shall be reasonably satisfactory to the Company. If requested, the Company shall enter into an underwriting or purchase agreement with an investment banking firm in connection with such an underwritten offering containing representations, warranties, indemnities and agreements substantially the same as the Company agreed to in its most recent public offering. Any prospectus supplement or other filing with the Commission including a plan or method of distribution of the securities subject to an underwritten offering pursuant to this Section 2 shall reflect the plan or method of distribution of such securities as shall be designated by the managing underwriter of the offering.

Underwritten Offerings. IfSubject to the provisions of this Section 4, in connection at any time and from time to time during the term of this Agreement, Xxxxxxxx HoldCo (on behalf of any Demanding Holder) shall have the right to make written requests to the Partnership for an Underwritten Offering pursuant to a Registration Statement filed with a request the Commission pursuant to Register this Section 4 (an “Underwritten Demand”). Prior to making any Underwritten Demand, Xxxxxxxx HoldCo shall give prior written notice of such Underwritten Demand to all of the other Holders, and such Underwritten Demand shall contain all of the Registrable Securities under Section 2.1 or 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 requested by all of the request, and the Company shall include such information in the written notice to the other Holders described in Section 2.1 and Section 2.2. In such event, the right of any Holder to include its Registrable Securities for inclusion 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 the Initiating Holders and such Holder) to the extent provided hereinStatement. All Holders proposing to distribute their securities Registrable Securities through such underwritten offering Underwritten Offering under this Section 4(b) shall enter into an underwriting agreement in customary form with the underwriter or underwriters of internationally recognized standing underwriter(s) selected for such underwritten offering Underwritten Offering by the Company and reasonably acceptable to Partnership as described below. Any Underwritten Demand shall specify the holders aggregate amount of at least two-thirds of the voting power of all Registrable Securities proposed intended to be included in such Registration (calculated on an as-converted basisUnderwritten Offering and the intended method of distribution thereof and whether such offering shall be a “firm commitment” underwriting. Subject to Section 4(g). 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 Partnership shall include in a Registration pursuant to Section 2.1 or Section 2.2, the underwriters may exclude up to seventy-five percent (75%) such Underwritten Offering all of the Registrable Securities requested to be Registered but only after (i) first excluding all other Equity Securities (including the Equity Securities held by employees and directors of the Company) from the Registration and underwritten offering, and (ii) second excluding all Registrable Securities from the Registration and underwritten offering, and so long as the number of shares to be included any Holders for inclusion in the Registration on behalf of the non-excluded Holders is allocated among all such non-excluded 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 Underwritten Demand. The Partnership shall have the right to withdraw its request for Registration select the managing underwriter or underwriters to administer any Underwritten Offering related to Underwritten Demands, which managing underwriters shall be selected from the underwriting by written notice those listed on Exhibit C, or, to the Company extent not listed on Exhibit C, which underwriter(s) shall be agreed upon by the Partnership and Xxxxxxxx HoldCo; provided, that in the event of a “bought deal” or similarly structured transaction where underwriting terms and pricing are solicited from multiple managing underwriters, the Partnership shall designate three (3) or more participating underwriters delivered at least ten (10) days prior for such transaction from those listed on Exhibit C or which are otherwise agreed to by the effective date of the Registration StatementPartnership and Xxxxxxxx HoldCo, and in such withdrawal request for Registration shall not be deemed to constitute one of the Registration rights granted pursuant to Section 2.1 or Section 2.2case, as the case may be. If any Holder disapproves the terms of any underwriting, the Holder may 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 Xxxxxxxx HoldCo shall be withdrawn entitled to select the managing underwriter from among the Registrationparticipating underwriters designated by the Partnership. To facilitate In no event will the allocation of shares Partnership be required to effect (i) more than eight (8) Block Trades, Other Coordinated Offerings or Underwritten Offerings relating to Underwritten Demands in accordance with the above provisionsaggregate, the Company or the underwriters may round the number of shares allocated (ii) more than one (1) Block Trade, Other Coordinated Offering or Underwritten Offering relating to a Holder to the nearest an Underwritten Demand during any one hundred and eighty (100) shares180)-day period. Shareholders AgreementThe one hundred and eighty (180)-day periods reference in the preceding sentence will be counted beginning on the Closing Date.

Underwritten Offerings. If, in connection with a request to Register the Registrable Securities under Section 2.1 or Section 2.22.2 hereof, 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 Section Sections 2.1 and Section 2.22.2 hereof. 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 at least two-thirds a majority of the voting power of all Registrable Securities proposed to be included in such Registration (calculated on an as-converted basis)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 Section 2.1 or Section 2.22.2 hereof, the underwriters may (i) in the event the offering is the Company’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 (i) first excluding all other Equity Securities (including the Equity Securities held by employees and directors of the Company) equity securities from the Registration and underwritten offering, and (ii) second excluding all Registrable Securities from the Registration and underwritten offering, offering and so long as the number of shares Registrable Securities to be included in the Registration on behalf of the non-excluded Holders is allocated among all such non-excluded 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 the 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 withdrawal request for Registration shall not be deemed to constitute one of the Registration rights granted pursuant to Section 2.1 or Section 2.2, as the case may be. If any Holder disapproves the terms of any underwriting, the Holder may 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. Shareholders Agreement.

Underwritten Offerings. If, in connection with a request to Register the Registrable Securities under the provisions of Section 2.1 or Section 2.22.1(a), the Initiating Holders seek to distribute such Registrable Securities in through an underwritten offeringUnderwritten 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 Section 2.1 and Section 2.22.1(a). 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 Underwritten Offering and the inclusion of such Holder’s Registrable Securities in the underwritten offering Underwritten Offering (unless otherwise mutually agreed by Initiating Holders representing a majority in voting power of the Registrable Securities held by the Initiating Holders and such HolderHolders) to the extent provided herein. All Holders proposing to distribute their securities through such underwritten offering 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 Underwritten Offering by the Company and (which underwriter or underwriters shall be reasonably acceptable to the holders of at least two-thirds of the Initiating Holders representing a majority in voting power of all the Registrable Securities proposed to be included in such Registration (calculated on an as-converted basisheld by the Initiating Holders). 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 Equity Securities to be underwritten in a Registration pursuant to Section 2.1 or Section 2.2underwritten, the underwriters may exclude up to seventy-five percent (75%) such number of the Registrable Securities requested to be Registered but only after (i) first excluding all other Equity Securities (including the Equity Securities held by employees and directors of the Company) from the Registration and underwritten offering, and (ii) second excluding all Registrable Securities from the Registration Underwritten Offering as required (1) after excluding any other Equity Securities from the Underwritten Offering (including, without limitation, any Equity Securities which the Company may seek to include in the Underwritten Offering for its own account and underwritten offeringall Equity Securities which are not Registrable Securities and are held by Persons other than the Holders), and (2) so long as at least thirty percent (30%) in voting power of any Registrable Securities requested by the number of shares Holders to be included in the such Underwritten Offering and Registration on behalf shall be included. If a limitation of the non-excluded number of Registrable Securities is required pursuant to this Section 2.1(c), the number of Registrable Securities that may be included in the Underwritten Offering by selling Holders is shall be allocated among all such non-excluded Holders 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 the 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 withdrawal request for Registration shall not be deemed to constitute one of the Registration rights granted pursuant to Section 2.1 or Section 2.2, as the case may beRegistration. If any Holder disapproves of the terms of any underwritingUnderwritten Offering, the Holder may elect to withdraw therefrom by written notice to the Company and the underwriters delivered at least ten (10) days Business Days prior to the effective date of the Registration Statement. 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. Shareholders Agreement.

Underwritten Offerings. If, in connection with a request to Register the Registrable Securities under Section 2.1 or Section 2.22.2 hereof, 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 Section Sections 2.1 and Section 2.22.2 hereof. 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 the Holders of a majority of the voting power of all Registrable Securities proposed to be included in such Registration elect to distribute such Registrable Securities through a different distribution method, or 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 at least two-thirds a majority of the voting power of all Registrable Securities proposed to be included in such Registration (calculated on an as-converted basis)and reasonably acceptable to the Company. 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 Section 2.1 or Section 2.22.2 hereof, the underwriters may (i) in the event the offering is the Company’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 (i) first excluding all other Equity Securities (including the Equity Securities held by employees and directors of the Company) from the Registration and underwritten offering, and (ii) second excluding all Registrable Securities from the Registration and underwritten offering, offering and so long as the number of shares Registrable Securities to be included in the Registration on behalf of the non-excluded Holders is allocated among all such non-excluded 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 the 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 withdrawal request for Registration shall not be deemed to constitute one of the Registration rights granted pursuant to Section 2.1 or Section 2.2, as the case may be. If any Holder disapproves the terms of any underwriting, the Holder may 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. Shareholders Agreement.

Underwritten Offerings. IfIn the event that any Holder or Holders that are Affiliates of each other (the “Electing Holders”) elect to include, other than pursuant to Section 2.01 of this Agreement, at least the lesser of (i) $10,000,000 of Registrable Shares in the aggregate (calculated based on the expected gross proceeds of the Underwritten Offering of such Registrable Shares) and (ii) 100% of the then outstanding 740340033 20666918 Registrable Shares held by such Electing Holders under a Registration Statement pursuant to an Underwritten Offering, the Company shall, upon request by the Electing Holders (such request, an “Underwritten Offering Notice”), retain underwriters to permit the Electing Holders to effect such sale through an Underwritten Offering; provided, however, that each Holder, together with its Affiliates, shall have the option and right to require the Company to effect not more than three Underwritten Offerings in the aggregate, subject to a maximum of one Underwritten Offering during any 90-day period. Upon delivery of such Underwritten Offering Notice to the Company, the Company shall as soon as practicable deliver notice of such Underwritten Offering Notice to all other Holders, who shall then have two Business Days from the date that such notice is given to them to notify the Company in writing of the number of Registrable Shares held by such Holder that they want to be included in such Underwritten Offering. Any Holders notified about an Underwritten Offering by the Company after the Company has received the corresponding Underwritten Offering Notice may participate in such Underwritten Offering. In connection with any Underwritten Offering under this Agreement, the Holders of a request to Register majority of the Registrable Securities under Section 2.1 Shares being sold in such Underwritten Offering shall be entitled to select the Managing Underwriter or Section 2.2Underwriters, but only with the Initiating Holders seek to distribute such Registrable Securities in an underwritten offering, they shall so advise the Company as a part consent of the requestCompany, not to be unreasonably withheld, conditioned or delayed. In connection with an Underwritten Offering contemplated by this Agreement in which a Selling Holder participates, each Selling Holder and the Company shall include such information in the written notice be obligated to the other Holders described in Section 2.1 and 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 participation in such underwritten offering and the inclusion of such Holder’s Registrable Securities in the underwritten offering (unless otherwise mutually agreed by the Initiating Holders and such Holder) to the extent provided herein. All Holders proposing to distribute their securities through such underwritten offering shall enter into an underwriting agreement that contains such representations, covenants, indemnities and other rights and obligations as are customary in customary form with underwriting agreements for firm commitment offerings of securities. No Selling Holder may participate in such Underwritten Offering unless such Selling Holder agrees to sell its Registrable Shares on the underwriter basis provided in such underwriting agreement and completes and executes all questionnaires, powers of attorney, indemnities and other documents reasonably required under the terms of such underwriting agreement. Each Selling Holder may, at its option, require that any or underwriters of internationally recognized standing selected for such underwritten offering by the Company and reasonably acceptable to the holders of at least two-thirds all of the voting power of all Registrable Securities proposed to be included in such Registration (calculated on an as-converted basis). 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 marketrepresentations and warranties by, and the status other agreements on the part of, the Company to and for the benefit of such underwriters also be made to and for such Selling Holder’s benefit and that any or all of the Persons proposing to sell securities pursuant conditions precedent to the Registration) require a limitation obligations of such underwriters under such underwriting agreement also be conditions precedent to its obligations. No Selling Holder shall be required to make any representations or warranties to or agreements with the number of Registrable Securities Company or the underwriters other than representations, warranties or agreements regarding such Selling Holder, its authority to be underwritten in a Registration pursuant enter into such underwriting agreement and to Section 2.1 or Section 2.2sell, and its ownership of, the underwriters may exclude up to seventy-five percent (75%) securities whose offer and resale will be registered, on its behalf, its intended method of the Registrable Securities requested to be Registered but only after (i) first excluding all distribution and any other Equity Securities (including the Equity Securities held representation required by employees and directors of the Company) from the Registration and underwritten offering, and (ii) second excluding all Registrable Securities from the Registration and underwritten offering, and so long as the number of shares to be included in the Registration on behalf of the non-excluded Holders is allocated among all such non-excluded 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 the 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 withdrawal request for Registration shall not be deemed to constitute one of the Registration rights granted pursuant to Section 2.1 or Section 2.2, as the case may beLaw. If any Selling Holder disapproves of the terms of any an underwriting, the such Selling Holder may elect to withdraw therefrom by written notice to the Company Company, the Electing Holders and the underwriters delivered Managing Underwriter; provided, however, that any such withdrawal must be made no later than the time of pricing of such Underwritten Offering. If (A) certain Selling Holders withdraw from an Underwritten Offering after the public announcement at least ten launch (10the “Launch”) days of such Underwritten Offering (such Selling Holders, the “Post-Launch Withdrawing Selling Holders”) and (B) all Selling Holders withdraw from such Underwritten Offering prior to pricing, then the effective date Post-Launch Withdrawing Selling Holders shall pay for all reasonable Registration Expenses incurred by the Company during the period from the Launch of such Underwritten Offering until the time all Selling Holders withdraw from such Underwritten Offering. If the Managing Underwriter of any proposed Underwritten Offering of Registrable Shares advises the Company that the inclusion of all of the Registration Statement. Any Selling Holders’ Registrable Securities excluded Shares that the Selling Holders intend to include in such offering exceeds the number that can be sold in such offering without being likely to have an adverse effect on the price, timing or withdrawn from such underwritten offering shall be withdrawn from distribution of the Registration. To facilitate the allocation of shares in accordance with the above provisions, the Company Registrable Shares offered or the underwriters may round market for the Registrable Shares, then the Registrable Shares to be included in such Underwritten Offering shall include the number of shares Registrable Shares that such Managing Underwriter advises the Company can be sold without having such adverse effect, with such number to be allocated (i) first, to a Holder any holder of securities of the Company having rights of registration pursuant to the nearest one hundred Existing Registration 740340033 20666918 Rights Agreement, (100ii) shares. Shareholders Agreementsecond, pro rata on the basis of the number of Registrable Shares held by each such Holder or in such other manner as such Holders may agree, (iii) third, to any holder of securities of the Company having rights of registration that are neither expressly senior nor subordinated to the Holders in respect of the Registrable Shares and (iv) fourth, to any holder of securities of the Company having rights of registration that are expressly subordinated to the Holders in respect of the Registrable Shares.

Underwritten Offerings. (i) If, in connection with a request to Register the Registrable Securities under Section 2.1 10.1 or Section 2.210.2, 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 Section 2.1 10.1 and Section 2.210.2. 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 the Initiating Holders and such Holder) 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 (subject to Section 4.8 hereof); provided however, that the Holders shall only be obligated to give representations and reasonably acceptable warranties under such underwriting agreement that are customary in similar agreements in relation to the holders of at least two-thirds their ownership of the voting power of all Registrable Securities proposed and due authorization to be included in enter such Registration (calculated on an as-converted basis)underwriting agreement. 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 Section 2.1 10.1 or Section 2.210.2, the underwriters may exclude from the underwriting offering up to seventy-five seventy percent (7570%) of the Registrable Securities requested to be Registered but only after (i) first excluding all other Equity Securities (including the Equity Securities held by employees and directors of the Company) securities from the Registration and underwritten offering, offering and (ii) second excluding all Registrable Securities from the Registration and underwritten offering, and for so long as the number of shares Shares to be included in the Registration on behalf of the non-excluded Holders is allocated among all such non-excluded Holders in proportion, as nearly as practicable, to the respective amounts of Registrable Securities requested by such Holders to be included; provided , provided, that any if, as a result of such underwriter cutback, the Initiating Holder shall have Holders cannot include in the right to withdraw its request for Registration from the underwriting by written notice to the Company and the underwriters delivered underwritten offering at least ten fifty percent (1050%) days prior to the effective date of the Registration StatementRegistrable Securities that they have requested to be included therein, and then such withdrawal request for Registration shall not be deemed to constitute one of the Registration rights granted two (2) demand Registrations to which the Holders are entitled pursuant to Section 2.1 or Section 2.2, as the case may be. If any Holder disapproves the terms of any underwriting, the Holder may 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 Statement10.1. 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. Shareholders Agreement.

Underwritten Offerings. If, in connection with a request to Register the Registrable Securities under Section 2.1 2 or Section 2.22.1, 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 Section 2.1 2 and Section 2.22.1. 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 at least two-thirds a majority of the voting power of all Registrable Securities proposed to be included in such Registration (calculated on an as-converted basis)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 Section 2.1 2 or Section 2.22.1, the underwriters may (i) in the event the offering is the Company’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 (i) first excluding all other Equity Securities (including the Equity Securities held by employees and directors of the Company) from the Registration and underwritten offering, and (ii) second excluding all Registrable Securities from the Registration and underwritten offering, offering and so long as the number of shares Registrable Securities to be included in the Registration on behalf of the non-excluded Holders is allocated (a) first, among all such non-excluded 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 the 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 withdrawal request for Registration shall not be deemed to constitute one of the Registration rights granted pursuant to Section 2.1 or Section 2.2, as the case may be. If any Holder disapproves the terms of any underwriting, the Holder may 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) shares. Shareholders Agreementequity interests.

Underwritten Offerings. If, in connection with a request to Register the Registrable Securities under Section 2.1 or Section 2.2, the Initiating Holders seek to distribute such Registrable Securities in an underwritten offeringunderwriting, 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 Section Sections 2.1 and 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 participation in such underwritten offering underwriting and the inclusion of such Holder’s Registrable Securities in the underwritten offering underwriting (unless otherwise mutually agreed by Initiating Holders representing a majority in voting power (on a fully-diluted, and with respect to any then outstanding Class B ordinary shares, as-converted basis) of the Registrable Securities held by the Initiating Holders and such HolderHolders) to the extent provided herein. All Holders proposing to distribute their securities through such underwritten offering underwriting shall enter into an underwriting agreement in customary form with the underwriter or underwriters of internationally recognized standing selected for such underwritten offering underwriting by the Company and reasonably acceptable to the holders of at least two-thirds of the Initiating Holders representing a majority in voting power of all Registrable Securities proposed (on a fully-diluted, and with respect to be included in such Registration (calculated on an any then outstanding Class B ordinary shares, as-converted basis)) of the Registrable Securities held by the Initiating Holders. 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 Equity Securities to be underwritten in a Registration pursuant to Section 2.1 or Section 2.2underwritten, the underwriters may exclude up to seventy-five percent (75%) such number of the Registrable Securities requested to be Registered but only from the underwriting as required after (i) first excluding all any other Equity Securities (including the 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 employees and directors of the Companypersons other than Holders) from the Registration and underwritten offering, and (ii) second excluding all Registrable Securities from the Registration and underwritten offering, and so long as underwriting. If a limitation of the number of shares Registrable Securities is required pursuant to this Section 2.4, the number of Registrable Securities that may be included in the Registration on behalf of the non-excluded underwriting by selling Holders is shall be allocated among all such non-excluded Holders 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 the 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 withdrawal request for Registration shall not be deemed to constitute one of the Registration rights granted pursuant to Section 2.1 or Section 2.2, as the case may be. If any Holder disapproves the terms of any underwriting, the Holder may 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. Shareholders Agreement.

Underwritten Offerings. If, in connection with a request to Register the Registrable Securities under Section 2.1 or Section 2.2, the Initiating Holders seek to distribute such Registrable Securities in an underwritten offeringunderwriting, 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 Section Sections 2.1 and 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 participation in such underwritten offering underwriting and the inclusion of such Holder’s Registrable Securities in the underwritten offering underwriting (unless otherwise mutually agreed by a majority in interest of the Initiating Holders and such Holder) to the extent provided herein. All Holders proposing to distribute their securities through such underwritten offering underwriting shall enter into an underwriting agreement in customary form with the underwriter or underwriters of internationally recognized standing selected for such underwritten offering underwriting by the Company and reasonably acceptable to the holders of at least two-thirds of the voting power of all Registrable Securities proposed to be included in such Registration (calculated on an as-converted basis)Company. 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 Shareholders Agreement a Registration pursuant to Section 2.1 or Section 2.2, the underwriters may (i) in the event the offering is the Company’s IPO, exclude from the underwriting all of the Registrable Securities (so long as the only securities included in such offering are those of the Company), or (ii) otherwise exclude up to seventy-five twenty percent (7520%) of the Registrable Securities requested to be Registered but only after (i) first excluding all other Equity Securities (including the Equity Securities held by employees and directors of the Company) from the Registration and underwritten offering, and (ii) second excluding all Registrable Securities from the Registration and underwritten offering, underwriting and so long as the number of shares to be included in the Registration on behalf of the non-excluded Holders is allocated among all such non-excluded 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 if, as a result of such underwriter cutback, the right to withdraw its request for Registration from Holders cannot include in the underwriting by written notice to the Company and the underwriters delivered at least ten (10) days prior to the effective date initial public offering all of the Registration StatementRegistrable Securities that they have requested to be included therein, and then such withdrawal request for Registration shall not be deemed to constitute one (1) of the Registration rights granted two (2) demand Registrations to which the Holders are entitled pursuant to Section 2.1 or Section 2.2, as the case may be. If any Holder disapproves the terms of any underwriting, the Holder may 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 Statement2.1. 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. Shareholders Agreement.

Underwritten Offerings. If, in connection with 3.1 At any time during which a request to Register the Shelf Registration Statement covering Registrable Securities under is effective, if one or more Holders (the “Requesting Holders”) deliver a notice to the Company (a “Takedown Notice”) stating that it intends to effect an Underwritten Offering of all or part of its Registrable Securities included by it on the Shelf Registration Statement (a “Demand Underwritten Offering”), then, subject to the conditions described in this Section 2.1 or 3, including Section 2.23.3, the Initiating Holders seek 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 a 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 Section 2.1 Demand Underwritten Offering and Section 2.2. In otherwise use its commercially reasonable best 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 Common Stock requested by the Initiating Requesting Holders and such Holder) 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 at least two-thirds of the voting power of all Registrable Securities proposed to be included in the Demand Underwritten Offering shall either (a) equal at least ten percent of all outstanding shares of Common Stock or Convertible Preferred Stock, as applicable, at such Registration time or (calculated on b) have an as-converted basis)anticipated aggregate gross offering price (before deducting underwriting discounts and commissions) of at least $20.0 million. Notwithstanding any other provision of this AgreementWithin five Business 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 Holders, 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, include in such Demand Underwritten Offering all such applicable Registrable Securities with respect to which the Company has received written requests for inclusion therein within five Business Days after the Company’s giving of such notice (provided that in the case of a Bought Deal, such written requests for inclusion must be underwritten in a received within three 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 pursuant to Section 2.1 or Section 2.2, Statement that may be utilized for the underwriters may exclude up to seventy-five percent (75%) offering and sale of the Registrable Securities requested to be Registered but only after (i) first excluding all other Equity Securities (including the Equity Securities held by employees and directors of the Company) from the Registration and underwritten offering, and (ii) second excluding all Registrable Securities from the Registration and underwritten offering, and so long as the number of shares to be included in the Registration on behalf of the non-excluded Holders is allocated among all such non-excluded 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 the 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 withdrawal request for Registration shall not be deemed to constitute one of the Registration rights granted pursuant to Section 2.1 or Section 2.2, as the case may be. If any Holder disapproves the terms of any underwriting, the Holder may 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. Shareholders Agreementregistered.

Underwritten Offerings. If, in connection with a request to Register the Registrable Securities under Section 2.1 or Section 2.2, the Initiating Holders seek to distribute such Registrable Securities in an underwritten offeringunderwriting, 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 Section 2.1 and 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 underwriting and the inclusion of such Holder’s 's Registrable Securities in the underwritten offering underwriting (unless otherwise mutually agreed by Initiating Holders representing a majority in voting power of the Registrable Securities held by the Initiating Holders and such HolderHolders) to the extent provided herein. All Holders proposing to distribute their securities through such underwritten offering underwriting shall enter into an underwriting agreement in customary form with the underwriter or underwriters of internationally recognized standing selected for such underwritten offering underwriting by the Company and (which underwriter or underwriters shall be reasonably acceptable to the holders of at least two-thirds of the Initiating Holders representing a majority in voting power of all the Registrable Securities proposed to be included in such Registration (calculated on an as-converted basisheld by the Initiating Holders). 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 Equity Securities to be underwritten in a Registration pursuant to Section 2.1 or Section 2.2underwritten, the underwriters may exclude up to seventy-five percent (75%) such number of the Registrable Securities requested to be Registered but only after (i) first excluding all other Equity Securities (including the Equity Securities held by employees and directors of the Company) from the Registration and underwritten offering, and (ii) second excluding all Registrable Securities from the Registration and underwritten offeringunderwriting as required after excluding any other Equity Securities from the underwriting (including, and so long as without limitation, any Equity Securities which the Company may seek to include in the underwriting for its own account). If a limitation of the number of shares Registrable Securities is required pursuant to this Section 2.4, the number of Registrable Securities that may be included in the Registration on behalf of the non-excluded underwriting by selling Holders is shall be allocated among all such non-excluded Holders 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 the 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 withdrawal request for Registration shall not be deemed to constitute one of the Registration rights granted pursuant to Section 2.1 or Section 2.2, as the case may be. If any Holder disapproves the terms of any underwriting, the Holder may 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. Shareholders Agreement.

Underwritten Offerings. If, in connection with If the registration of which the Company gives notice is for a request to Register the Registrable Securities under Section 2.1 or Section 2.2registered public offering involving an underwriting, the Initiating Holders seek to distribute such Registrable Securities in an underwritten offering, they Company shall so advise the Company Holders as a part of the request, and the Company shall include such information in the written notice given pursuant to the other Holders described in Section 2.1 and Section 2.23.1. In such event, event the right of any Holder to include its Registrable Securities in such Registration registration pursuant to Section 3.1 shall be conditioned upon such Holder’s participation in such underwritten offering underwriting and the inclusion of such Holder’s Registrable Securities in the underwritten offering (unless otherwise mutually agreed by the Initiating Holders and such Holder) underwriting to the extent provided herein. All Holders proposing to distribute their securities through such underwritten offering underwriting shall (together with the Company and the other holders distributing their securities through such underwriting) enter into an underwriting agreement in customary form with the managing underwriter or underwriters of internationally recognized standing selected for such underwritten offering underwriting by the Company Company. The foregoing shall include, without limitation, such powers of attorney and reasonably acceptable to escrow agreements as the holders of at least two-thirds of the voting power of all Registrable Securities proposed to be included in such Registration (calculated on an as-converted basis)underwriters may require. Notwithstanding any other provision of this AgreementArticle III, if the managing underwriter advises the Company determines 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 shares to be underwritten, the managing underwriter may limit the Registrable Securities to be underwritten included in a Registration pursuant such registration, it being understood that the shares proposed to Section 2.1 or Section 2.2, sold by the underwriters may exclude up Company in such underwriting shall be given priority and shall not be subject to seventyany such limitation vis-five percent (75%) of a-vis the Registrable Securities requested to be Registered but only after (i) first excluding Securities. The Company shall so advise all Holders and other Equity Securities (including the Equity Securities held by employees and directors of the Company) from the Registration and underwritten offeringholders distributing their securities through such underwriting, and (ii) second excluding all Registrable Securities from the Registration and underwritten offering, and so long as the number of shares to of Registrable Securities that may be included in the Registration on behalf of the non-excluded Holders is registration and underwriting shall be allocated among all Holders and such non-excluded Holders other holders in proportion, as nearly as practicable, to the respective amounts of Registrable Securities requested held by such Holders to be included; provided that any Initiating Holder shall have the right to withdraw its request for Registration from the 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 withdrawal request for Registration shall not be deemed to constitute one other holders at the time of filing the Registration rights granted pursuant to Section 2.1 or Section 2.2, as the case may be. If any Holder disapproves the terms of any underwriting, the Holder may 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 Registrationregistration statement. To facilitate the allocation of shares in accordance with the above provisions, the Company or the underwriters may round the number of shares allocated to a any Holder to the nearest one hundred (100) 100 shares. Shareholders AgreementIf any Holder disapproves of the terms of any such underwriting, such Holder may elect to withdraw therefrom by written notice to the Company and the managing underwriter. The Registrable Securities so excluded or withdrawn shall also be excluded or withdrawn from registration, and neither such Registrable Securities nor any securities convertible into or exchangeable or exercisable for Common Stock shall be sold in any public sale or other distribution, without the prior written consent of the Company or such underwriters, for such period of time before and after (not to exceed thirty (30) days before and ninety (90) days after) the effective date of the registration statement relating thereto as the underwriters may require.

Underwritten Offerings. If, in connection with a request to Register the Registrable Securities under Section 2.1 or 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 Section 2.1 and 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 participation in such underwritten offering and the inclusion of such Holder’s Registrable Securities in the underwritten offering (unless otherwise mutually agreed by the Initiating Holders and such Holder) 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 at least two-thirds three fourths of the voting power of all Registrable Securities proposed to be included in such Registration (calculated on an as-converted basis)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 Section 2.1 or Section 2.2, the underwriters may exclude up to seventy-five percent (75%) of the Registrable Securities requested to be Registered but only after (i) first excluding all other Equity Securities (including the Equity Securities held by employees and directors of the Company) from the Registration and underwritten offering, and (ii) second excluding all among Registrable Securities requested to be Registered, the Registrable Securities held by Initiating Holders shall be excluded after all the Registrable Securities held by non-Initiating Holders are excluded from the Registration and underwritten offering, and so long as the number of shares Shares to be included in the Registration on behalf of the non-excluded Initiating Holders is allocated among all such non-excluded Initiating Holders in proportion, as nearly as practicable, to the respective amounts of Registrable Securities requested by such Initiating Holders to be included and the number of shares to be included in the Registration on behalf of non-Initiating Holders is allocated among all non-Initiating Holders in proportion, as nearly as practicable, to the respective amounts of Registrable Securities requested by such non-Initiating Holders to be included; provided that any Initiating Holder shall have the right to withdraw its request for Registration from the 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 withdrawal request for Registration shall not be deemed to constitute one of the Registration rights granted pursuant to Section 2.1 or Section 2.2, as the case may be. If any Holder disapproves the terms of any underwriting, the Holder may 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 Shares in accordance with the above provisions, the Company or the underwriters may round the number of shares Shares allocated to a Holder to the nearest one hundred (100) shares. Shareholders AgreementShares.

Underwritten Offerings. If, in connection with a request to Register If the Registrable Securities under Section 2.1 or Section 2.2registration of which the ----------- ---------------------- Company gives notice is for an Underwritten Offering, the Initiating Holders seek to distribute such Registrable Securities in an underwritten offering, they Company shall so advise the Company Holders as a part of the request, and the Company shall include such information in the written notice given pursuant to the other Holders described in Section 2.1 and Section 2.22.1. In such event, the right of any Holder to include its Registrable Securities in such Registration registration pursuant to Section 2.1 shall be conditioned upon such Holder’s 's participation in such underwritten offering Underwritten Offering and the inclusion of such Holder’s 's Registrable Securities in the underwritten offering (unless otherwise mutually agreed by the Initiating Holders and such Holder) Underwritten Offering to the extent provided herein. All Holders proposing to distribute their securities through such underwritten offering Underwritten Offering shall (together with the Company and the other holders of securities of the Company with registration rights to participate therein distributing their securities through such underwriting) enter into an underwriting agreement in customary form with the representative of the underwriter or underwriters of internationally recognized standing selected for such underwritten offering by the Company and reasonably acceptable to or the holders of at least two-thirds of the voting power of all Registrable Securities proposed to be included in stockholders effecting such Registration (calculated on an as-converted basis)registration. Notwithstanding any other provision of this AgreementSection 2, if the managing underwriter advises shall preclude any shares of Common Stock from being included in the Company that marketing factors (including without limitation Registration Statement as to which a Holder has elected to exercise 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 piggy- back rights granted pursuant to the Registration) require this Section 2 or otherwise impose a limitation of on the number of Registrable Securities shares of such Common Stock which may be included in the Registration Statement as to be underwritten in which a Registration Holder has elected to exercise the piggy- back rights granted pursuant to this Section 2.1 2 because, in such underwriter's reasonable judgment, such preclusion or Section 2.2limitation is necessary to effect an orderly public distribution, the underwriters may exclude up to seventy-five percent (75%) of the Registrable Securities requested to be Registered but only after (i) first excluding all other Equity Securities (including the Equity Securities held by employees and directors of the Company) from the Registration and underwritten offering, and (ii) second excluding all Registrable Securities from the Registration and underwritten offering, and so long as the number of shares to be included in the Registration on behalf of the non-excluded Holders is Underwritten Offering or registration, if any, shall be allocated among all such non-excluded Holders as set forth 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 the 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 withdrawal request for Registration shall not be deemed to constitute one of the Registration rights granted pursuant to Section 2.1 or Section 2.2, as the case may be2.3. If any Holder disapproves person does not agree to the terms of any underwritingsuch customary underwriting agreement, the Holder may elect to withdraw such person shall be excluded therefrom by written notice to from the Company and or the underwriters delivered at least ten (10) days prior to the effective date of the Registration Statementunderwriter. Any Registrable Securities or other securities excluded or withdrawn from such underwritten offering Underwritten Offering shall be withdrawn from such registration. If shares are so withdrawn from the Registration. To facilitate the allocation of shares in accordance with the above provisions, the Company or the underwriters may round registration and if the number of shares allocated of Registrable Securities to be included in such registration was previously reduced as a Holder result of marketing factors, the Company shall then offer to all persons who have retained the right to include securities in the registration the right to include additional securities in the registration in an aggregate amount equal to the nearest one hundred (100) shares. Shareholders Agreementnumber of shares so withdrawn, with such shares to be allocated among the persons requesting additional inclusion in accordance with Section 2.3.

Underwritten Offerings. If, in connection with a request to Register the Registrable Securities under Section 2.1 or 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 Section 2.1 and 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 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 at least two-thirds a majority of the voting power of all Registrable Securities proposed to be included in such Registration (calculated on an as-converted basis)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 Section 2.1 or Section 2.2, the underwriters may (i) in the event the offering is the Company’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-seventy five percent (75%) of the Registrable Securities requested to be Registered but only after (i) first excluding all other Equity Securities (including the Equity Securities held by employees and directors of the Company) from the Registration and underwritten offering, and (ii) second excluding all Registrable Securities from the Registration and underwritten offering, offering and so long as the number of shares Registrable Securities to be included in the Registration on behalf of the non-excluded Holders is allocated among all such non-excluded 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 the 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 withdrawal request for Registration shall not be deemed to constitute one of the Registration rights granted pursuant to Section 2.1 or Section 2.2, as the case may be. If any Holder disapproves the terms of any underwriting, the Holder may 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. Shareholders Agreement.

Underwritten Offerings. If, in connection with a request to Register the Registrable Securities under Section 2.1 or 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 Section 2.1 and 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 participation in such underwritten offering and the inclusion of such Holder’s Registrable Securities in the underwritten offering (unless otherwise mutually agreed by the Initiating Holders and such Holder) 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 at least two-thirds a majority of the voting power of all Registrable Securities proposed to be included in such Registration (calculated on an as-converted basis)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 Section 2.1 or Section 2.2, the underwriters may exclude up to seventy-five fifty percent (7550%) of the Registrable Securities requested to be Registered but only after (i) first excluding all other Equity Securities (including the Equity Securities held by employees and directors of the Company) from the Registration and underwritten offering, and (ii) second excluding all Registrable Securities from the Registration and underwritten offering, offering and so long as the number of shares to be included in the Registration on behalf of the non-excluded Holders is allocated among all such non-excluded 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 the 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 withdrawal request for Registration shall not be deemed to constitute one of the Registration rights granted pursuant to Section 2.1 or Section 2.2, as the case may be. If any Holder disapproves the terms of any underwriting, the Holder may 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. Shareholders Agreement.

Underwritten Offerings. If, in connection with If the registration of which the Company gives notice is for a request to Register the Registrable Securities under Section 2.1 or Section 2.2registered public offering involving an underwriting, the Initiating Holders seek to distribute such Registrable Securities in an underwritten offering, they Company shall so advise the Company Holders as a part of the request, and the Company shall include such information in the written notice given pursuant to the other Holders described in Section 2.1 and Section 2.23.1. In such event, event the right of any Holder to include its Registrable Securities in such Registration registration pursuant to Section 3.1 shall be conditioned upon such Holder’s 's participation in such underwritten offering underwriting and the inclusion of such Holder’s 's Registrable Securities in the underwritten offering (unless otherwise mutually agreed by the Initiating Holders and such Holder) underwriting to the extent provided herein. All Holders proposing to distribute their securities through such underwritten offering underwriting shall (together with the Company and the other holders distributing their securities through such underwriting) enter into an underwriting agreement in customary form with the managing underwriter or underwriters of internationally recognized standing selected for such underwritten offering underwriting by the Company Company. The foregoing shall include, without limitation, such powers of attorney and reasonably acceptable to escrow agreements as the holders of at least two-thirds of the voting power of all Registrable Securities proposed to be included in such Registration (calculated on an as-converted basis)underwriters may require. Notwithstanding any other provision of this AgreementArticle III, if the managing underwriter advises the Company determines 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 shares to be underwritten, the managing underwriter may limit the Registrable Securities to be underwritten included in a Registration pursuant such registration, it being understood that the shares proposed to Section 2.1 or Section 2.2, sold by the underwriters may exclude up Company in such underwriting shall be given priority and shall not be subject to seventyany such limitation vis-five percent (75%) of a-vis the Registrable Securities requested to be Registered but only after (i) first excluding Securities. The Company shall so advise all Holders and other Equity Securities (including the Equity Securities held by employees and directors of the Company) from the Registration and underwritten offeringholders distributing their securities through such underwriting, and (ii) second excluding all Registrable Securities from the Registration and underwritten offering, and so long as the number of shares to of Registrable Securities that may be included in the Registration on behalf of the non-excluded Holders is registration and underwriting shall be allocated among all Holders and such non-excluded Holders other holders in proportion, as nearly as practicable, to the respective amounts of Registrable Securities requested held by such Holders to be included; provided that any Initiating Holder shall have the right to withdraw its request for Registration from the 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 withdrawal request for Registration shall not be deemed to constitute one other holders at the time of filing the Registration rights granted pursuant to Section 2.1 or Section 2.2, as the case may be. If any Holder disapproves the terms of any underwriting, the Holder may 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 Registrationregistration statement. To facilitate the allocation of shares in accordance with the above provisions, the Company or the underwriters may round the number of shares allocated to a any Holder to the nearest one hundred (100) 100 shares. Shareholders AgreementIf any Holder disapproves of the terms of any such underwriting, such Holder may elect to withdraw therefrom by written notice to the Company and the managing underwriter. The Registrable Securities so excluded or withdrawn shall also be excluded or withdrawn from registration, and neither such Registrable Securities nor any securities convertible into or exchangeable or exercisable for Common Stock shall be sold in any public sale or other distribution, without the prior written consent of the Company or such underwriters, for such period of time before and after (not to exceed thirty (30) days before and ninety (90) days after) the effective date of the registration statement relating thereto as the underwriters may require.

Underwritten Offerings. If, in connection with a request to Register In the Registrable Securities under Section 2.1 or 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 Section 2.1 and Section 2.2. In such event, the right of event that any Holder (the “Electing Holder”) elects to include its Registrable Securities in such Registration shall be conditioned upon such Holder’s participation in such underwritten offering and include, other than pursuant to Section 2.02 of this Agreement, at least the inclusion lesser of such Holder’s (i) $5.0 million of Registrable Securities in the underwritten offering aggregate (unless otherwise mutually agreed calculated based on the expected gross proceeds of the Underwritten Offering of such Registrable Securities) and (ii) 100% of the then outstanding Registrable Securities held by such Electing Holder under a Registration Statement pursuant to an Underwritten Offering, the Company shall, upon request by the Initiating Electing Holders (such request, an “Underwritten Offering Notice”), retain underwriters to permit the Electing Holders to effect such sale through an Underwritten Offering; provided, however, that each Holder, together with its Affiliates, shall have the option and right to require the Company to effect not more than four Underwritten Offerings in the aggregate, subject to a maximum of one Underwritten Offering during any 90-day period. Upon delivery of such Holder) Underwritten Offering Notice 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 Company, the Company and reasonably acceptable shall as soon as practicable (but in no event later than one Business Day following the date of delivery of the Underwritten Offering Notice to the holders Company) deliver notice of at least two-thirds of such Underwritten Offering Notice to all other Holders, who shall then have two Business Days from the voting power of all Registrable Securities proposed date that such notice is given to be included in such Registration (calculated on an as-converted basis). Notwithstanding any other provision of this Agreement, if the managing underwriter advises them to notify 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 in writing of the number of Registrable Securities held by such Holder that they want to be underwritten included in a Registration pursuant to Section 2.1 or Section 2.2such Underwritten Offering. In connection with any Underwritten Offering under this Agreement, the underwriters may exclude up to seventy-five percent (75%) Holders of a majority of the Registrable Securities requested being sold in such Underwritten Offering shall be entitled to be Registered select the Managing Underwriter or Underwriters, but only after (i) first excluding all other Equity Securities (including with the Equity Securities held by employees and directors consent of the Company) from , which shall not be unreasonably withheld, delayed or conditioned. In connection with an Underwritten Offering contemplated by this Agreement in which a Selling Holder participates, such Selling Holder and the Registration Company shall be obligated to enter into an underwriting agreement that contains such representations, covenants, indemnities and underwritten offeringother rights and obligations as are customary in underwriting agreements for firm commitment offerings of securities. No Selling Holder may participate in such Underwritten Offering unless such Selling Holder agrees to sell its Registrable Securities on the basis provided in such underwriting agreement and completes and executes all questionnaires, powers of attorney, indemnities and other documents reasonably required under the terms of such underwriting agreement. Each Selling Holder may, at its 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 also be made to and for such Selling Holder’s benefit and that any or all of the conditions precedent to the obligations of such underwriters under such underwriting agreement also be conditions precedent to its obligations. The Selling Holder shall not be required to (iia) second excluding all Registrable Securities from make any representations or warranties to or agreements with the Registration Company or the underwriters other than representations, warranties or agreements regarding such Selling Holder, its authority to enter into such underwriting agreement and underwritten offeringto sell, and so long as its ownership of, the number securities whose offer and resale will be registered, on its behalf, its intended method of shares distribution and any other representation required by Law, or (b) to be included in the Registration on behalf of the non-excluded Holders is allocated among all such non-excluded Holders in proportion, as nearly as practicable, to the respective amounts of Registrable Securities requested by such Holders to be included; provided that undertake any Initiating Holder shall have the right to withdraw its request for Registration from the underwriting by written notice indemnification obligations to the Company and or the underwriters delivered at least ten (10) days prior to the effective date of the Registration Statementwith respect thereto, and such withdrawal request for Registration shall not be deemed to constitute one of the Registration rights granted pursuant to except as otherwise provided in Section 2.1 or Section 2.2, as the case may be2.08. If any a Selling Holder disapproves of the terms of any an underwriting, the such Selling Holder may elect to withdraw therefrom by written notice to the Company Company, the Electing Holders and the underwriters delivered Managing Underwriter; provided, however, that any such withdrawal must be made no later than the time of pricing of such Underwritten Offering. No such withdrawal or abandonment shall affect the Company’s obligation to pay Registration Expenses pursuant to Section 2.07; provided, however, that if (A) certain Selling Holders withdraw from an Underwritten Offering after the public announcement at least ten launch (10the “Launch”) days of such Underwritten Offering (such Selling Holders, the “Post-Launch Withdrawing Selling Holders”), and (B) all Selling Holders withdraw from such Underwritten Offering prior to the effective date pricing, other than in either clause (A) or (B) as a result of the occurrence of any event that would reasonably be expected to permit the Company to exercise its rights to suspend the use of a Registration Statement. Any Registrable Securities excluded Statement or withdrawn other registration statement pursuant to Section 2.03, then the Post-Launch Withdrawing Selling Holders shall pay for all reasonable Registration Expenses incurred by the Company during the period from the Launch of such Underwritten Offering until the time all Selling Holders withdraw 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. Shareholders AgreementUnderwritten Offering.

Underwritten Offerings. If, in connection with a request to Register the Registrable Securities under Section 2.1 or Section 2.26.1 (a), the Initiating Holders seek to distribute such Registrable Securities in an underwritten offeringunderwriting, 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 Section 2.1 and 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 participation in such underwritten offering underwriting and the inclusion of such Holder’s Registrable Securities in the underwritten offering underwriting (unless otherwise mutually agreed by the Majority Initiating Holders and such HolderHolders) to the extent provided herein. All Holders proposing to distribute their securities Securities through such underwritten offering underwriting shall enter into an underwriting agreement in customary form with the underwriter or underwriters of internationally recognized standing selected for such underwritten offering underwriting by the Company and (which underwriter or underwriters shall be reasonably acceptable to the holders of at least two-thirds of the voting power of all Registrable Securities proposed to be included in such Registration (calculated on an as-converted basisMajority Initiating Holders). Notwithstanding any other provision of this Agreement, if the managing underwriter advises the Company that marketing market 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 Securities pursuant to the Registration) require a limitation of the number of Registrable Securities to be underwritten in a Registration pursuant to Section 2.1 or Section 2.2underwritten, the underwriters may exclude up to seventy-five percent (75%) such number of the Registrable Securities requested to be Registered but only after (i) first excluding all other Equity Securities (including the Equity Securities held by employees and directors of the Company) from the Registration and underwritten offering, and (ii) second excluding all Registrable Securities from the Registration and underwritten offeringunderwriting as required, and so long as but only after excluding all other Securities from the underwriting (including, without limitation, any Securities which the Company may seek to include in the underwriting for its own account). If a limitation of the number of shares Registrable Securities is required pursuant to this Section 6.1 (c), the number of Registrable Securities that may be included in the Registration on behalf of the non-excluded underwriting by selling Holders is shall be allocated among all such non-excluded Holders Holders, in proportion, as nearly as practicable, to the respective amounts of Registrable Securities requested by such which the Holders request to be included; provided that any Initiating Holder shall have include in the right to withdraw its request for Registration from the 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 withdrawal request for Registration shall not be deemed to constitute one of the Registration rights granted pursuant to Section 2.1 or Section 2.2, as the case may be. If any Holder disapproves the terms of any underwriting, the Holder may 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. Shareholders Agreement.

Underwritten Offerings. If, in connection with a request to Register the Registrable Securities under Section 2.1 or Section 2.22.1, the Initiating Holders seek to distribute such Registrable Securities in an underwritten offeringunderwriting, they shall so advise the Company Listco as a part of the request, and the Company Listco shall include such information in the written notice to the other Holders described in Section 2.1 and Section 2.22.1. 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 underwriting and the inclusion of such Holder’s Registrable Securities in the underwritten offering underwriting (unless otherwise mutually agreed by the Majority Initiating Holders and such HolderHolders) to the extent provided herein. All Holders proposing to distribute their securities Securities through such underwritten offering underwriting shall enter into an underwriting agreement in customary form with the underwriter or underwriters of internationally recognized standing selected for such underwritten offering underwriting by the Company and Listco (which underwriter or underwriters shall be reasonably acceptable to the holders of at least two-thirds of the voting power of all Registrable Securities proposed to be included in such Registration (calculated on an as-converted basisMajority Initiating Holders). Notwithstanding any other provision of this AgreementAppendix, if the managing underwriter advises the Company Listco that marketing market 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 Securities pursuant to the Registration) require a limitation of the number of Registrable Securities to be underwritten in a Registration pursuant to Section 2.1 or Section 2.2underwritten, the underwriters may exclude up to seventy-five percent (75%) such number of the Registrable Securities requested to be Registered but only after (i) first excluding all other Equity Securities (including the Equity Securities held by employees and directors of the Company) from the Registration and underwritten offering, and (ii) second excluding all Registrable Securities from the Registration and underwritten offeringunderwriting as required, and so long as but only after excluding all other Securities from the underwriting (including, without limitation, any Securities which Listco may seek to include in the underwriting for its own account). If a limitation of the number of shares Registrable Securities is required pursuant to this Section 2.3, the number of Registrable Securities that may be included in the Registration on behalf of the non-excluded underwriting by selling Holders is shall be allocated among all such non-excluded Holders Holders, in proportion, as nearly as practicable, to the respective amounts of Registrable Securities requested by such which the Holders request to be included; provided that any Initiating Holder shall have include in the right to withdraw its request for Registration from the 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 withdrawal request for Registration shall not be deemed to constitute one of the Registration rights granted pursuant to Section 2.1 or Section 2.2, as the case may be. If any Holder disapproves the terms of any underwriting, the Holder may 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. Shareholders Agreement.

Underwritten Offerings. If, in connection with a request to Register the Registrable Securities under any of the provisions of Section 2.1 SECTION 16.1. (a) or Section 2.2SECTION 16.1. (b), the Initiating Holders seek to distribute such Registrable Securities in an underwritten offeringunderwriting, 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 to Section 2.1 and SECTION 16.1. (a) or Section 2.2SECTION 16.1. (b). In such event, the right of any Holder to include its Registrable Securities in such Registration shall be conditioned upon such Holder’s 's participation in such underwritten offering underwriting and the inclusion of such Holder’s 's Registrable Securities in the underwritten offering underwriting (unless otherwise mutually agreed by Initiating Holders representing a majority in voting power of the Registrable Securities held by the Initiating Holders and such HolderHolders) to the extent provided <PAGE> herein. All Holders proposing to distribute their securities through such underwritten offering underwriting shall enter into an underwriting agreement in customary form with the underwriter or underwriters of internationally recognized standing selected for such underwritten offering underwriting by the Company and (which underwriter or underwriters shall be reasonably acceptable to the holders of at least two-thirds of the Initiating Holders representing a majority in voting power of all the Registrable Securities proposed to be included in such Registration (calculated on an as-converted basisheld by the Initiating Holders). 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 Equity Securities to be underwritten in a Registration pursuant to Section 2.1 or Section 2.2underwritten, the underwriters may exclude up to seventy-five percent (75%) such number of the Registrable Securities requested to be Registered but only after from the underwriting as required (i) first after excluding all any other Equity Securities from the underwriting (including the including, without limitation, any Equity Securities held by employees and directors of which the CompanyCompany may seek to include in the underwriting for its own account) from the Registration and underwritten offering, and (ii) second excluding all Registrable Securities from the Registration and underwritten offering, and so long as at least thirty percent (30%) in voting power of any Registrable Securities requested by the number of shares Holders to be included in the such underwriting and Registration on behalf shall be included. If a limitation of the non-excluded number of Registrable Securities is required pursuant to this Section SECTION 16.1. (d), the number of Registrable Securities that may be included in the underwriting by selling Holders is shall be allocated among all such non-excluded Holders 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 the 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 withdrawal request for Registration shall not be deemed to constitute one of the Registration rights granted pursuant to Section 2.1 or Section 2.2, as the case may beRegistration. If any Holder disapproves of the terms of any underwriting, the Holder may elect to withdraw therefrom by written notice to the Company and the underwriters delivered at least ten (10) days Business Days prior to the effective date of the Registration Statement. 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. Shareholders AgreementSECTION 16.2.

Underwritten Offerings. If, in connection with a request to Register the Registrable Securities under Section 2.1 or Section 2.22.1, 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 Section 2.1 and Section 2.22.1. 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 at least two-thirds a majority of the voting power of all Registrable Securities proposed to be included in such Registration (calculated on an as-converted basis)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 Section 2.1 or Section 2.22.1, the underwriters may (i) in the event the offering is the Company’s initial public offering, 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 (i) first excluding all other Equity Securities (including the Equity Securities held by employees and directors of the Company) equity securities from the Registration and underwritten offering, and (ii) second excluding all Registrable Securities from the Registration and underwritten offering, offering and so long as the number of shares Registrable Securities to be included in the Registration on behalf of the non-excluded Holders is allocated among all such non-excluded 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 the 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 withdrawal request for Registration shall not be deemed to constitute one of the Registration rights granted pursuant to Section 2.1 or Section 2.2, as the case may be. If any Holder disapproves the terms of any underwriting, the Holder may 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. Shareholders Agreement.

Underwritten Offerings. If, in connection with a request to Register the Registrable Securities under Section 2.1 or 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 Section 2.1 and 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 participation in such underwritten offering and the inclusion of such Holder’s Registrable Securities in the underwritten offering (unless otherwise mutually agreed by the Initiating Holders and such Holder) to the extent provided hereinin this Section 2.4. All Holders proposing to distribute their securities Registrable 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 at least two-thirds (2/3rds) of the voting power of all Registrable Securities proposed to be included in such Registration (calculated on an as-converted basis)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 Section 2.1 or Section 2.2, the underwriters may exclude up to seventy-five percent (75%) of the Registrable Securities requested to be Registered but only after (i) first excluding all other Equity Securities (including the Equity Securities held by employees and directors of the Company) from the Registration and underwritten offering, and (ii) second excluding all Registrable Securities from the Registration and underwritten offering, offering and so long as the number of shares to be included in the Registration on behalf of the non-excluded Holders is allocated among all such non-excluded participating Holders in proportion, as nearly as practicable, to the respective amounts of Registrable Securities requested by such participating Holders to be included; provided that any Initiating Holder Holders representing a majority in voting power of Registrable Securities requested to be registered by all the Initiating Holders shall have the right to withdraw its their request for Registration from the 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 withdrawal request for Registration shall not be deemed to constitute one of the Registration rights granted pursuant to Section 2.1 or Section 2.2, as the case may be. If ; provided further that 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. Shareholders Agreement.

Underwritten Offerings. If, in connection with a request to Register (a) Following the Registrable Securities under Section 2.1 or Section 2.2effective date of the Shelf Registration Statement, 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 Section 2.1 and 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 participation in such underwritten offering and the inclusion of such Holder’s Registrable Securities in the underwritten offering (unless otherwise mutually agreed by the Initiating Holders and such Holder) 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 at least two-thirds of the voting power of all Registrable Securities proposed to be included in such Registration (calculated on an as-converted basis). 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 Section 2.1 or Section 2.2, the underwriters may exclude up to seventy-five percent (75%) of the Registrable Securities requested to be Registered but only after (i) first excluding all other Equity Securities (including the Equity Securities held by employees and directors of the Company) from the Registration and underwritten offering, and (ii) second excluding all Registrable Securities from the Registration and underwritten offering, and so long as the number of shares to be included in the Registration on behalf of the non-excluded Holders is allocated among all such non-excluded 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 Trust shall have the right to withdraw its request for Registration from the underwriting by delivery of a written notice to the Company and (a “Shelf Underwritten Demand Notice”) that the underwriters delivered at least Company effect two (2) underwritten offerings of all or a portion of the Registrable Securities included in the Shelf Registration Statement (each an “Underwritten Offering”). Any such Shelf Underwritten Demand Notice must request an underwritten offering of Registrable Securities having an aggregate market value, based on the average per share closing price of the Registrable Securities as reported on the principal exchange or market on which the Common Stock is then traded over the ten (10) consecutive trading days prior to the effective date of the Shelf Underwritten Demand Notice, of not less than $15,000,000. Any prospectus supplement or other filing with the Commission including a plan or method of distribution of the securities subject to an Underwritten Offering pursuant to this Section 4(a) shall reflect the plan or method of distribution of such securities as shall be designated by the managing underwriter of the offering. The Company shall file with the Commission such amendments to the Shelf Registration Statement, Statement and such withdrawal request for Registration prospectus supplements or other filings that are necessary in connection with the Underwritten Offering of the Registrable Securities subject to the Shelf Underwritten Demand Notice as promptly as practicable after receipt of such request, subject to Section 2(b). Notwithstanding anything to the contrary herein, the Trust shall not be deemed to constitute one deliver a Shelf Underwritten Demand Notice during the 120-day period following (i) the date of pricing of the Registration rights granted prior Underwritten Offering or (ii) the date of termination of the prior Underwritten Offering pursuant to Section 2.1 or Section 2.2, as the case may be. If any Holder disapproves the terms of any underwriting, the Holder may 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. Shareholders Agreement4(f).

Underwritten Offerings. IfThe Partnership shall, upon the request of one or more Holders holding, in connection with a request to Register the aggregate, at least $5.0 million of Registrable Securities under Section 2.1 or Section 2.2(calculated based on the Unit Purchase Price) (such request, an “Demand Notice” and such electing Holders, the Initiating “Electing Holders”), retain underwriters in order to permit the Electing Holders seek to distribute effect such Registrable Securities sale through an Underwritten Offering; provided, however, that the Partnership shall not be required to effect more than one Underwritten Offering during any 12-month period pursuant to and subject to the conditions of this Section 2.04(a). Upon delivery of such Demand Notice to the Partnership, the Partnership shall as soon as practicable (but in an underwritten offering, they shall so advise no event later than one Business Day following the Company as a part date of delivery of the request, and the Company shall include such information in the written notice Demand Notice to the other Holders described in Section 2.1 and 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 participation in such underwritten offering and the inclusion Partnership) deliver notice of such Holder’s Registrable Securities Demand Notice to all other Holders, who shall then have five Business Days from the date that such notice is given to them to notify the Partnership in the underwritten offering (unless otherwise mutually agreed by the Initiating Holders and such Holder) 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 at least two-thirds of the voting power of all Registrable Securities proposed to be included in such Registration (calculated on an as-converted basis). 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 writing of the number of Registrable Securities to be underwritten in a Registration pursuant to Section 2.1 or Section 2.2, the underwriters may exclude up to seventy-five percent (75%) of the Registrable Securities requested to be Registered but only after (i) first excluding all other Equity Securities (including the Equity Securities held by employees and directors of the Company) from the Registration and underwritten offering, and (ii) second excluding all Registrable Securities from the Registration and underwritten offering, and so long as the number of shares such Holder that they want to be included in such Underwritten Offering. For the Registration on behalf avoidance of doubt, any Holders notified about an Underwritten Offering by the non-excluded Holders is allocated among all Partnership after the Partnership has received the corresponding Demand Notice may participate in such non-excluded Holders in proportionUnderwritten Offering, as nearly as practicable, to but shall not count toward the respective amounts $5.0 million of Registrable Securities requested required under the first sentence of this Section 2.04(a) to request an Underwritten Offering pursuant to a Demand Notice. In connection with any Underwritten Offering under this Section 2.04, the Partnership shall be entitled to select the Managing Underwriter or Underwriters. In connection with an Underwritten Offering contemplated by this Agreement in which a Selling Holder participates, each Selling Holder and the Partnership shall be obligated to enter into an underwriting agreement that contains such Holders representations, covenants, indemnities and other rights and obligations as are customary in underwriting agreements for firm commitment offerings of securities. No Selling Holder may participate in such Underwritten Offering unless such Selling Holder agrees to be included; sell its Registrable Securities on the basis provided that any Initiating in such underwriting agreement and completes and executes all questionnaires, powers of attorney, indemnities and other documents reasonably required under the terms of such underwriting agreement. No Selling Holder shall have be required to make any representations or warranties to or agreements with the right to withdraw its request for Registration from the underwriting by written notice to the Company and Partnership or the underwriters delivered at least ten (10) days prior other than representations, warranties or agreements regarding such Selling Holder, its authority to the effective date of the Registration Statemententer into such underwriting agreement and to sell, and such withdrawal request for Registration shall not its ownership of, the securities whose offer and resale will be deemed to constitute one registered, on its behalf, its intended method of the Registration rights granted pursuant to Section 2.1 or Section 2.2, as the case may bedistribution and any other representation required by Law. If any Selling Holder disapproves of the terms of any underwritingan Underwritten Offering, the such Selling Holder may elect to withdraw therefrom by written notice to the Company Partnership, the Electing Holders and the underwriters delivered at least ten (10) days Managing Underwriter; provided, however, that any such withdrawal must be made no later than the time of pricing of such Underwritten Offering. If all Selling Holders withdraw from an Underwritten Offering prior to the effective date public announcement at launch (the “Launch”) of such Underwritten Offering, the events will not be considered an Underwritten Offering and will not decrease the number of available Underwritten Offerings the Holders have the right and option to request under this Section 2.04(a). No such withdrawal or abandonment shall affect the Partnership’s obligation to pay Registration Expenses pursuant to ACTIVE 226509354 Section 2.08; provided, however, that if all Selling Holders withdraw from such Underwritten Offering after the Launch, other than as a result of the occurrence of any event that would reasonably be expected to permit the Partnership to exercise its rights to suspend the use of a Registration Statement. Any Statement or other registration statement pursuant to Section 2.03, then such Selling Holders shall pay (pro rata on the basis of the number of Registrable Securities excluded or held by each such Selling Holder) for all reasonable Registration Expenses incurred by the Partnership during the period from the Launch of such Underwritten Offering until the time all Selling Holders have 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. Shareholders AgreementUnderwritten Offering.

Underwritten Offerings. If, in connection with a request to Register the Registrable Securities under Section 2.1 or 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 Section 2.1 and 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 participation in such underwritten offering and the inclusion of such Holder’s Registrable Securities in the underwritten offering (unless otherwise mutually agreed by the Initiating Holders and such Holder) 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 15 Shareholders Agreement Company and reasonably acceptable to the holders of at least two-thirds a majority of the voting power of all Registrable Securities proposed to be included in such Registration (calculated on an as-converted basis)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 Section 2.1 or Section 2.2, the underwriters may exclude up to seventy-five percent (75%) of the Registrable Securities requested to be Registered but only after (i) first excluding all other Equity Securities (including the Equity Securities held by employees and directors any other Person, including, without limitation, any Person who is an employee, officer or director of the Company) , from the Registration and underwritten offering, and (ii) second excluding all Registrable Securities from the Registration and underwritten offeringprovided, and so long as that the number of shares to be included in the Registration on behalf of the non-excluded Holders is allocated among all such non-excluded 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 the 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 withdrawal request for Registration shall not be deemed to constitute one of the Registration rights granted pursuant to Section 2.1 or Section 2.2, as the case may be. If any Holder disapproves the terms of any underwriting, the Holder may 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. Shareholders Agreement.

Underwritten Offerings. If, in connection with a request to Register the Registrable Securities under Section 2.1 or Section 2.22.2 of this Exhibit, 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 Section Sections 2.1 and Section 2.22.2 of this Exhibit. 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 at least two-thirds a majority of the voting power of all Registrable Securities proposed to be included in such Registration (calculated on an as-converted basis)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 Section 2.1 or Section 2.22.2 of this Exhibit, the underwriters may (i) in the event the offering is the Company’s IPO, exclude up to seventy-five percent from the underwritten offering all of the Registrable Securities (75%so long as the only securities included in such offering are those sold for the account of the Company), or (ii) of otherwise exclude the Registrable Securities requested to be Registered but only after (i) first excluding all other Equity Securities (including the Equity Securities held by employees and directors of the Company) equity securities from the Registration and underwritten offering, and (ii) second excluding all Registrable Securities from the Registration and underwritten offering, offering and so long as the number of shares Registrable Securities to be included in the Registration on behalf of the non-excluded Holders is allocated among all such non-excluded 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 the 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 withdrawal request for Registration shall not be deemed to constitute one of the Registration rights granted pursuant to Section 2.1 or Section 2.2, as the case may be. If any Holder disapproves the terms of any underwriting, the Holder may 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. Shareholders Agreement.

Underwritten Offerings. If, in connection with a request to Register the Registrable Securities under Section 2.1 or Section 2.22.1, 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 Section 2.1 and Section 2.22.1. 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 at least two-thirds a majority of the voting power of all Registrable Securities proposed to be included in such Registration (calculated on an as-converted basis)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 Section 2.1 or Section 2.22.1, the underwriters may (i) in the event the offering is the Company’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 (i) first excluding all the other Equity Securities (including the Equity Securities held by employees and directors of the Company) equity securities from the Registration and underwritten offering, and (ii) second excluding all Registrable Securities from the Registration and underwritten offering, offering and so long as the number of shares Registrable Securities to be included in the Registration on behalf of the non-excluded Holders is allocated among all such non-excluded 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 the 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 withdrawal request for Registration shall not be deemed to constitute one of the Registration rights granted pursuant to Section 2.1 or Section 2.2, as the case may be. If any Holder disapproves the terms of any underwriting, the Holder may 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. Shareholders AgreementFor purposes of Section 2.1, a registration shall not be counted as “effected” if, as a result of an exercise of the underwriter’s cutback provisions in this Section 2.3(a), fewer than fifty percent (50%) of the total number of Registrable Securities that Holders have requested to be included in such registration statement are actually included.

Underwritten Offerings. If, in connection with a request to Register the Registrable Securities under Section 2.1 or Section 2.2, the Initiating Holders seek to distribute such Registrable Securities in an underwritten offering, they shall so advise the Cayman Company as a part of the request, and the Cayman Company shall include such information in the written notice to the other Holders described in Section 2.1 and 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 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 Cayman Company and reasonably acceptable to the holders Holders of at least two-thirds of the a majority voting power of all Registrable Securities proposed to be included in such Registration (calculated on an as-converted basis)Registration. Notwithstanding any other provision of this Agreement, if the managing underwriter advises the Cayman 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 Section 2.1 or Section 2.2, the underwriters may exclude up to seventy-five percent (75%) of the Registrable Securities requested to be Registered but only after (i) first excluding all other Equity Securities (including the Equity Securities held by employees and directors of the Cayman Company) from the Registration and underwritten offering, and (ii) second excluding all Registrable Securities from the Registration and underwritten offering, offering and so long as the number of shares Registrable Securities to be included in the Registration on behalf of the non-excluded Holders is allocated among all such non-excluded Holders in proportion, as nearly as practicable, to the respective amounts of Registrable Securities requested by such the Holders to be included; provided that any Initiating the Holder shall have the right to withdraw its request for Registration from the underwriting by written notice to the Cayman Company and the underwriters delivered at least ten (10) days prior to the effective date of the Registration Statement, and such withdrawal request for Registration shall not be deemed to constitute one of the Registration rights granted pursuant to Section 2.1 or Section 2.2, as the case may be. If any Holder disapproves the terms of any underwriting, the such Holder may elect to withdraw therefrom by written notice to the Cayman 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 Cayman Company or the underwriters may round the number of shares allocated to a Holder the Investor to the nearest one hundred (100) shares. Shareholders Agreement.

Underwritten Offerings. If, in connection with a request to Register the Registrable Securities under Section 2.1 or Section 2.22.2 of this Exhibit, 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 Section Sections 2.1 and Section 2.22.2 of this Exhibit. 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 at least two-thirds a majority of the voting power of all Registrable Securities proposed to be included in such Registration (calculated on an as-converted basis)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 Section 2.1 or Section 2.22.2 of this Exhibit, the underwriters may (i) in the event the offering is the Company’s IPO, exclude up to seventy-five percent from the underwritten offering all of the Registrable Securities (75%so long as the only securities included in such offering are those sold for the account of the Company), or (ii) of otherwise exclude the Registrable Securities requested to be Registered but only after (i) first excluding all other Equity Securities (including the Equity Securities held by employees and directors of the Company) equity securities from the Registration and underwritten offering, and (ii) second excluding all Registrable Securities from the Registration and underwritten offering, offering and so long as the number of shares Registrable Securities to be included in the Registration on behalf of the non-excluded Holders is allocated among all such non-excluded 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 the 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 withdrawal request for Registration shall not be deemed to constitute one of the Registration rights granted pursuant to Section 2.1 or Section 2.2, as the case may be. If any Holder disapproves the terms of any underwriting, the Holder may 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. Shareholders AgreementEXHIBIT E

Underwritten Offerings. If, in connection with a request to Register the Registrable Securities under Section 2.1 or 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 Section 2.1 and 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 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 at least two-thirds a majority of the voting power of all Registrable Securities proposed to be included in such Registration (calculated on an as-converted basis)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 Section 2.1 or Section 2.2, the underwriters may (i) in the event the offering is the Company’s Initial Public Offering, 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 (i) first excluding all other Equity Securities (including the Equity Securities held by employees and directors of the Company) from the Registration and underwritten offering, and (ii) second excluding all Registrable Securities from the Registration and underwritten offering, offering and so long as the number of shares Registrable Securities to be included in the Registration on behalf of the non-excluded Holders is allocated among all such non-excluded 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 the 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 withdrawal request for Registration shall not be deemed to constitute one of the Registration rights granted pursuant to Section 2.1 or Section 2.2, as the case may be. If any Holder disapproves the terms of any underwriting, the Holder may 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. Shareholders Agreement.

Underwritten Offerings. If3.1 At any time during which a Shelf Registration Statement covering Registrable Securities is 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 part of its Registrable Securities included by it on the Shelf Registration Statement (a “Demand Underwritten Offering”), then, subject to the 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 enable such Registrable Securities to be distributed pursuant to and utilized for offers and sale in connection with a request the Demand Underwritten Offering and otherwise use its commercially reasonable efforts to Register facilitate such Demand Underwritten Offering as expeditiously as practicable, provided that the Registrable Securities under Section 2.1 or 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 number of the request, and the Company shall include such information in the written notice to the other Holders described in Section 2.1 and Section 2.2. In such event, the right shares 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 Common Stock requested by the Initiating Holders and such Holder) 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 at least two-thirds 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 the Company’s Common Stock at such Registration time or (calculated on b) have an as-converted basis)anticipated aggregate gross offering price (before deducting underwriting discounts and commissions) of at least $20.0 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 which the Company has received written requests for inclusion therein within five days after the Company’s giving of such notice (provided that in the case of a Bought Deal, such written requests for inclusion must be underwritten in a 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 pursuant to Section 2.1 or Section 2.2, Statement that may be utilized for the underwriters may exclude up to seventy-five percent (75%) offering and sale of the Registrable Securities requested to be Registered but only after (i) first excluding all other Equity Securities (including the Equity Securities held by employees and directors of the Company) from the Registration and underwritten offering, and (ii) second excluding all Registrable Securities from the Registration and underwritten offering, and so long as the number of shares to be included in the Registration on behalf of the non-excluded Holders is allocated among all such non-excluded 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 the 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 withdrawal request for Registration shall not be deemed to constitute one of the Registration rights granted pursuant to Section 2.1 or Section 2.2, as the case may be. If any Holder disapproves the terms of any underwriting, the Holder may 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. Shareholders Agreementregistered.

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 Section 2.1 or 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 provided in Section 2.1 and subject to the provisions of this Section 2.22.4, arrange for such underwriters to include all of the Registrable Securities to be offered and sold by such holder among the securities to be distributed by such underwriters. In such event, the right event that the managing underwriter of any Holder to include its underwritten offering informs the Company and the holder or holders of 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 the Initiating Holders and such Holder) 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 at least two-thirds of the voting power of all Registrable Securities proposed to be included in such Registration (calculated on an as-converted basis). 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 to Section 2.1 or Section 2.2, the underwriters may exclude up to seventy-five percent (75%) of the Registrable Securities sold and requested to be Registered but only after included in such offering (i) first excluding all other Equity Securities (including pro rata on the Equity Securities held by employees and directors basis of the Company) from percentage of the Registration and underwritten offeringsecurities, and (ii) second excluding all Registrable Securities from the Registration and underwritten offering, and so long as the by number of shares shares, of the Company requested to be included in the Registration on behalf offering by the holder or holders of such Registrable Securities and all other holders of the non-excluded Holders is allocated among all Company’s securities proposing to include shares in such non-excluded Holders in proportion, as nearly as practicable, offering) to the respective amounts extent necessary to reduce the number of securities to be included in such offering to the level recommended by the managing underwriter. The holder or holders of Registrable Securities requested to be distributed by such Holders underwriters shall be parties to be included; provided that any Initiating Holder shall have the right to withdraw its request for Registration from the underwriting by written notice to 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 delivered at least ten (10) days prior shall also be made to and for the benefit of such holder or holders of Registrable Securities and that any or all of the conditions precedent to the effective date obligations of such underwriters under such underwriting agreement be conditions precedent to the Registration Statement, and obligations of such withdrawal 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 Section 2.1 or Section 2.2, as the case may be. If any Holder disapproves the terms of any underwriting, the Holder may 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) shares. Shareholders Agreementdistribution and any other representation required by law.

Underwritten Offerings. If, in connection with If a request requested registration pursuant to Register the Registrable Securities under Section Sections 2.1 or Section 2.2, the Initiating Holders seek to distribute such Registrable Securities in 2.4 involves 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 Section 2.1 and 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 participation in such underwritten public offering and the inclusion managing underwriter of such Holder’s Registrable Securities offering determines in good faith that the underwritten offering (unless otherwise mutually agreed by number of securities sought to be offered should be limited due to market conditions, then the Initiating Holders and such Holder) to the extent provided herein. All Holders proposing to distribute their number of 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 at least two-thirds of the voting power of all Registrable Securities proposed to be included in such Registration underwritten public offering shall be reduced to a number deemed satisfactory by such managing underwriter; provided that the shares to be excluded shall be determined in the following sequence: (calculated on an as-converted basis). Notwithstanding i) first, securities held by any Persons not having any contractual, incidental piggy back registration rights to include such securities in the registration statement, (ii) second, securities held by any other provision of this AgreementPersons (other than the Holders) having contractual, if incidental “piggy back” rights to include such securities in the managing underwriter advises registration statement, (iii) third, securities sought to be registered by the Company that marketing factors for its own account, (including without limitation the aggregate number of securities requested iv) fourth, Registrable Securities sought to be Registered, registered by the general condition of Holders other than the marketInvestor, and (v) fifth, Registrable Securities sought to be registered by the status of the Persons proposing to sell securities Investor pursuant to the Registration) require Sections 2.1 or 2.4. If there is a limitation reduction of the number of Registrable Securities to be underwritten in a Registration pursuant to Section 2.1 or Section 2.2clause (iv), such reduction shall be made on a pro rata basis (based upon the underwriters may exclude up to seventy-five percent (75%) respective holdings of the Registrable Securities requested to be Registered but only after (i) first excluding all other Equity Securities (including the Equity Securities held by employees and directors of the Company) from the Registration and underwritten offering, and (ii) second excluding all Registrable Securities from the Registration and underwritten offering, and so long as the number of shares to be included in the Registration on behalf of the non-excluded Holders is allocated among all such non-excluded 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 the 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 withdrawal request for Registration shall not be deemed to constitute one of the Registration rights granted pursuant to Section 2.1 or Section 2.2, as the case may be. If any Holder disapproves the terms of any underwriting, the Holder may 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 RegistrationHolders). To facilitate the allocation of shares in accordance with the above provisions, the Company or the underwriters may round the number of shares of Registrable Securities allocated to a any Holder to be included in the registration to the nearest one hundred (100) 100 shares. Shareholders AgreementWith respect to a request for registration pursuant to Sections 2.1 or 2.4 which is for an underwritten public offering, the managing underwriter shall be of national reputation and shall be chosen by a majority of the Board of Directors with the consent of a majority of the Registrable Securities (determined on an as-converted to Common Stock basis) held by all Holders requesting such registration, which consent shall not be unreasonably withheld. If the managing underwriter has not limited the number of Registrable Securities or other securities to be underwritten, the Company may include securities for its own account in such registration if the managing underwriter so agrees and if the number of Registrable Securities which would otherwise have been included in such registration and underwriting will not thereby be limited.

Underwritten Offerings. (a) If, in connection with a request to Register the Registrable Securities under Section 2.1 or Section 2.2, the Initiating Holders seek to distribute such Registrable Securities in an underwritten offeringunderwriting, 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 Section Sections 2.1 and 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 participation in such underwritten offering underwriting and the inclusion of such Holder’s Registrable Securities in the underwritten offering underwriting (unless otherwise mutually agreed by a majority in interest of the Initiating Holders and such Holder) to the extent provided herein. All Holders proposing to distribute their securities through such underwritten offering underwriting shall enter into an underwriting agreement in customary form with the underwriter or underwriters of internationally recognized standing selected for such underwritten offering underwriting by the Company and reasonably acceptable to the holders of at least two-thirds of the voting power of all Registrable Securities proposed to be included in such Registration (calculated on an as-converted basis)Company. 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 Section 2.1 or Section 2.2, the underwriters may (i) in the event the offering is the Company’s IPO, exclude from the underwriting all of the Registrable Securities (so long as the only securities included in such offering are those of the Company), or (ii) otherwise exclude up to seventy-five seventy percent (7570%) of the Registrable Securities requested to be Registered but only after (i) first excluding all other Equity Securities (including the Equity Securities held by employees and directors of the Company) from the Registration and underwritten offering, and (ii) second excluding all Registrable Securities from the Registration and underwritten offering, underwriting and so long as the number of shares to be included in the Registration on behalf of the non-excluded Holders is allocated among all such non-excluded 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 if, as a result of such underwriter cutback, the right to withdraw its request for Registration from Holders cannot include in the underwriting by written notice to the Company and the underwriters delivered at least ten (10) days prior to the effective date initial public offering all of the Registration StatementRegistrable Securities that they have requested to be included therein, and then such withdrawal request for Registration shall not be deemed to constitute one of the Registration rights granted three demand Registrations to which the Holders are entitled pursuant to Section 2.1 or Section 2.2, as the case may be. If any Holder disapproves the terms of any underwriting, the Holder may 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 Statement2.1. 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. Shareholders Agreement.

Underwritten Offerings. If, in connection with a request to Register the Registrable Securities under Section 2.1 or Section 2.29.1, 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 Section 2.1 and Section 2.29.1. 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 the Initiating Holders and such Holder) 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 at least two-thirds a majority of the voting power of all Registrable Securities proposed to be included in such Registration (calculated on an as-converted basis)and reasonably acceptable to the Company. Notwithstanding any other provision of this Agreement, if the managing underwriter advises underwriter(s) advise 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 Section 2.1 or Section 2.29.1, the underwriters may exclude up to seventy-five percent (75%) of the Registrable Securities requested to be Registered but only after (i) first excluding all other Equity Securities (including the Equity Securities held by employees and directors of the Company) from the Registration and underwritten offering, and (ii) second excluding all other than Registrable Securities from the Registration and underwritten offering. Among Registrable Securities requested to be Registered, and so long as the number of shares to Registrable Securities that may be included in the Registration on behalf of the non-excluded Holders is and underwritten offering shall be allocated among all such non-excluded Holders the holders of all Registrable Securities requested to be Registered in proportion, as nearly as practicable, to the respective amounts of Registrable Securities requested held by such Holders to be included; provided that any Initiating Holder shall have the right to withdraw its request for Registration from the 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 withdrawal request for Registration shall not be deemed to constitute one of the Registration rights granted pursuant to Section 2.1 or Section 2.2, as the case may beholders. If any Holder disapproves the terms of any underwriting, the Holder may 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. Shareholders Agreement.

Underwritten Offerings. If, in connection with a request to Register the Registrable Securities under Section 2.1 or Section 2.22.1, the Initiating Holders seek to distribute such Registrable Securities in an underwritten offeringunderwriting, they shall so advise the Company Listco as a part of the request, and the Company Listco shall include such information in the written notice to the other Holders described in Section 2.1 and Section 2.22.1. 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 underwriting and the inclusion of such Holder’s Registrable Securities in the underwritten offering underwriting (unless otherwise mutually agreed by the Majority Initiating Holders and such HolderHolders) to the extent provided herein. All Holders proposing to distribute their securities Securities through such underwritten offering underwriting shall enter into an underwriting agreement in customary form with the underwriter or underwriters of internationally recognized standing selected for such underwritten offering underwriting by the Company and Listco (which underwriter or underwriters shall be reasonably acceptable to the holders of at least two-thirds of the voting power of all Registrable Securities proposed to be included in such Registration (calculated on an as-converted basisMajority Initiating Holders). Notwithstanding any other provision of this AgreementAppendix, if the managing underwriter advises the Company Listco that marketing market 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 Securities pursuant to the Registration) require a limitation of the number of Registrable Securities to be underwritten in a Registration pursuant to Section 2.1 or Section 2.2underwritten, the underwriters may exclude up to seventy-five percent (75%) such number of the Registrable Securities requested to be Registered but only after (i) first excluding all other Equity Securities (including the Equity Securities held by employees and directors of the Company) from the Registration and underwritten offering, and (ii) second excluding all Registrable Securities from the Registration and underwritten offeringunderwriting as required, and so long as but only after excluding all other Securities from the underwriting (including, without limitation, any Securities which Listco may seek to include in the underwriting for its own account). If a limitation of the number of shares Registrable Securities is required pursuant to this Section 2.3, the number of Registrable Securities that may be included in the Registration on behalf of the non-excluded underwriting by selling Holders is shall be allocated among all such non-excluded Holders Holders, in proportion, as nearly as practicable, to the respective amounts of Registrable Securities requested by such which the Holders request to be included; provided that any Initiating Holder shall have include in the right to withdraw its request for Registration from the 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 withdrawal request for Registration shall not be deemed to constitute one of the Registration rights granted pursuant to Section 2.1 or Section 2.2, as the case may be. If any Holder disapproves the terms of any underwriting, the Holder may 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. Shareholders AgreementAppendix A-1 - 3

Underwritten Offerings. If, in connection with If the registration of which the Company gives notice is for a request to Register the Registrable Securities under Section 2.1 or Section 2.2registered public offering involving an underwriting, the Initiating Holders seek to distribute such Registrable Securities in an underwritten offering, they Company shall so advise the Company Purchaser as a part of the request, and the Company shall include such information in the written notice given pursuant to the other Holders described in Section 2.1 and Section 2.21.6(a). In such event, event the right of any Holder Purchaser to include its Registrable Securities in such Registration registration pursuant to Section 1.6(a) shall be conditioned upon such HolderPurchaser’s participation in such underwritten offering underwriting and the inclusion of such HolderPurchaser’s Registrable Securities in the underwritten offering (unless otherwise mutually agreed by the Initiating Holders and such Holder) underwriting to the extent provided herein. All Holders Purchasers proposing to distribute their securities through such underwritten offering underwriting shall (together with the Company and the other Purchasers distributing their securities through such underwriting) enter into an underwriting agreement in customary form with the managing underwriter or underwriters of internationally recognized standing selected for such underwritten offering underwriting by the Company Company. The foregoing shall include, without limitation, such powers of attorney and reasonably acceptable to escrow agreements as the holders of at least two-thirds of the voting power of all Registrable Securities proposed to be included in such Registration (calculated on an as-converted basis)underwriters may require. Notwithstanding any other provision of this Agreementherein, if the managing underwriter advises the Company determines 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 shares to be underwritten, the managing underwriter may limit the Registrable Securities to be underwritten included in a Registration pursuant such registration, it being understood that the shares proposed to Section 2.1 or Section 2.2, sold by the underwriters may exclude up Company in such underwriting shall be given priority and shall not be subject to seventyany such limitation vis-five percent (75%) of a-vis the Registrable Securities requested to be Registered but only after (i) first excluding Securities. The Company shall so advise all Purchasers and other Equity Securities (including the Equity Securities held by employees and directors of the Company) from the Registration and underwritten offeringPurchasers distributing their securities through such underwriting, and (ii) second excluding all Registrable Securities from the Registration and underwritten offering, and so long as the number of shares to Registrable Securities that may be included in the Registration on behalf of the non-excluded Holders is registration and underwriting shall be allocated among all such non-excluded Holders Purchasers in proportion, as nearly as practicable, to the respective amounts of Registrable Securities requested held by such Holders to be included; provided that any Initiating Holder shall have the right to withdraw its request for Registration from Purchasers at the underwriting by written notice to time of filing the Company and the underwriters delivered at least ten (10) days prior to the effective date of the Registration Statement, and such withdrawal request for Registration shall not be deemed to constitute one of the Registration rights granted pursuant to Section 2.1 or Section 2.2, as the case may be. If any Holder disapproves the terms of any underwriting, the Holder may 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 Registrationregistration statement. To facilitate the allocation of shares in accordance with the above provisions, the Company or the underwriters may round the number of shares allocated to a Holder any Purchaser to the nearest one hundred (100) 100 shares. Shareholders AgreementIf any Purchaser disapproves of the terms of any such underwriting, such Purchaser may elect to withdraw therefrom by written notice to the Company and the managing underwriter. The Company reserves the right to terminate any registration under this Section 1.6 at any time and for any reason without liability to any Purchaser.

Underwritten Offerings. If, in connection with a request to Register the Registrable Securities under Section 2.1 or 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 Section Sections 2.1 and 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 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) 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 at least two-thirds of the voting power of all Registrable Securities proposed to be included in such Registration (calculated on an as-converted basis)Company. 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 Section 2.1 or Section 2.2, the underwriters may (i) in the event the offering is the Company’s IPO, exclude from the underwritten offering all of the Registrable Securities (so long as the only securities included in such offering are those of the Company), or (ii) otherwise exclude up to seventy-five seventy percent (7570%) of the Registrable Securities requested to be Registered but only after (i) first excluding all other Equity Securities (including the Equity Securities held by employees and directors any director, officer, employee or consultant of the Company) Company or any other holder of Common Shares of the Company from the Registration and underwritten offering, and (ii) second excluding all Registrable Securities from the Registration and underwritten offering, offering and so long as the number of shares to be included in the Registration on behalf of the non-excluded Holders is allocated among all such non-excluded Holders in proportion, as nearly as practicable, to the respective amounts of Registrable Securities requested by such Holders to be included; provided , provided, that any Initiating Holder shall have if, as a result of such underwriter cutback, the right to withdraw its request for Registration from Holders cannot include in the underwriting by written notice to the Company and the underwriters delivered at least ten (10) days prior to the effective date IPO all of the Registration StatementRegistrable Securities that they have requested to be included therein, and then such withdrawal request for Registration shall not be deemed to constitute one of the Registration rights granted two (2) demand Registrations to which the Holders are entitled pursuant to Section 2.1 or Section 2.2, as the case may be. If any Holder disapproves the terms of any underwriting, the Holder may 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 Statement2.1. 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. Shareholders Agreement.

Underwritten Offerings. (a) If, in connection with a request to Register the Registrable Securities under Section 2.1 or Section 2.2, the Initiating Holders seek to distribute such Registrable Securities in an underwritten offeringunderwriting, 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 Section Sections 2.1 and 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 participation in such underwritten offering underwriting and the inclusion of such Holder’s Registrable Securities in the underwritten offering underwriting (unless otherwise mutually agreed by the Initiating Holders and such Holderrepresenting a majority in voting power of the Registrable Securities) to the extent provided herein. All Holders proposing to distribute their securities through such underwritten offering underwriting shall enter into an underwriting agreement in customary form with the underwriter or underwriters of internationally nationally recognized standing selected for such underwritten offering underwriting by the Company and Initiating Holders representing a majority in voting power of the Registrable Securities held by the Initiating Holders, which shall be reasonably acceptable to the holders of at least two-thirds of the voting power of all Registrable Securities proposed to be included in such Registration (calculated on an as-converted basis)Company. 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, Registered and 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 Equity Securities to be underwritten in a Registration pursuant to Section 2.1 or Section 2.2underwritten, the underwriters may exclude up to seventy-five percent (75%) some of the Registrable Securities requested to be Registered but only from the underwriting if so justified after (i) first excluding all other Equity Securities (including the Equity Securities held by employees and directors of the Company) from the Registration and underwritten offering, and (ii) second excluding all Registrable Securities from the Registration and underwritten offering, and so long as underwriting. If a limitation of the number of shares Registrable Securities is required pursuant to this Section 2.4, the number of Registrable Securities that may be included in the Registration on behalf of the non-excluded underwriting by selling Holders is shall be allocated among all such non-excluded Holders 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 the 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 withdrawal request for Registration shall not be deemed to constitute one of the Registration rights granted pursuant to Section 2.1 or Section 2.2, as the case may be. If any Holder disapproves the terms of any underwriting, the Holder may 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. Shareholders Agreement.

Underwritten Offerings. If, in connection with a request to Register the Registrable Securities under Section 2.1 or 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 Section 2.1 and 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 participation in such underwritten offering and the inclusion of such Holder’s Registrable Securities in the underwritten offering (unless otherwise mutually agreed by the Initiating Holders and such Holder) 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 at least two-thirds a majority of the voting power of all Registrable Securities proposed to be included in such Registration (calculated on an as-converted basis)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 Section 2.1 or Section 2.2, the underwriters may exclude up to seventy-five seventy percent (7570%) of the Registrable Securities requested to be Registered but only after (i) first excluding all other Equity Securities (including the Equity Securities held by employees and directors of the Company) from the Registration and underwritten offering, and (ii) second excluding all Registrable Securities from the Registration and underwritten offering, offering and so long as the number of shares to be included in the Registration on behalf of the non-excluded Holders is allocated among all such non-excluded 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 the 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 withdrawal request for Registration shall not be deemed to constitute one of the Registration rights granted pursuant to Section 2.1 or Section 2.2, as the case may be. If any Holder disapproves the terms of any underwriting, the Holder may 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. Shareholders Agreement.

Underwritten Offerings. If, in connection with a request to Register the Registrable Securities under Section 2.1 11.2(a) or Section 2.211.2(b) hereof, 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 Section 2.1 and Section 2.211.2(a) or 11.2(b) hereof. 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 at least two-thirds of the voting power a majority of all Registrable Securities proposed to be included in such Registration (calculated on an as-converted basis)and reasonably acceptable to the Company. 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 Section 2.1 11.2(a) or Section 2.211.2(b) hereof, the underwriters may (i) in the event the offering is the Company’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%) 25% of the Registrable Securities requested to be Registered but only after (i) first excluding all other Equity Securities equity securities (including except for securities sold for the Equity Securities held by employees and directors account of the Company) from the Registration and underwritten offering, and (ii) second excluding all Registrable Securities from the Registration and underwritten offering, offering and so long as the number of shares Registrable Securities to be included in the Registration on behalf of the non-excluded Holders is allocated among all such non-excluded 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 the 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 withdrawal request for Registration shall not be deemed to constitute one of the Registration rights granted pursuant to Section 2.1 or Section 2.2, as the case may be. If any Holder disapproves the terms of any underwriting, the Holder may 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. Shareholders Agreement.