Common use of Marketing Limitation in Demand Registration Clause in Contracts

Marketing Limitation in Demand Registration. (a) In the event the Initiating Holders are Holders of the Series A Preferred Stock or of Common Stock issued upon conversion of Series A Preferred Stock and the Underwriter's Representative advises such Initiating Holders in writing that market factors (including, without limitation, the aggregate number of shares of Common Stock 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 pursuant to Section 2.4.1., then (i) first the Common Stock (other than Registrable Securities) held by officers or directors of the Company excluding the Senior Common Stock or Common Stock issued upon Conversion of Senior Common Stock held by ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ and ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, (ii) next the securities other than Registrable Securities, (iii) next the securities requested to be Registered by the Company and (iv) last the Registrable Securities of Holders of other than Series A Preferred Stock or Common Stock issued upon conversion of Series A Preferred Stock, shall be excluded from such Registration to the extent required by such limitation. If a limitation of the number of shares is still required, the Initiating Holders shall so advise all Holders and the number of shares of Registrable Securities that may be included in the Registration and underwriting shall be allocated among all Holders of Series A Preferred Stock or Common Stock issued upon conversion of Series A Preferred Stock in proportion, as nearly as practicable, to the respective amounts of Registrable Securities entitled to inclusion in such Registration held by such Holders at the time of filing the Registration Statement. No Registrable Securities or other securities excluded from the underwriting by reason of this Section 2.4.4 (a) shall be included in such Registration Statement. (b) In the event the Initiating Holders are Holders of the Senior Common Stock or of Common Stock issued upon conversion of Senior Common Stock and the Underwriter's Representative advises such Initiating Holders in writing that market factors (including, without limitation, the aggregate number of shares of Common Stock 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 pursuant to Section 2.4.1, then (i) first the Common Stock (other than Registrable Securities) held by officers or directors of the Company excluding the Senior Common Stock or Common Stock issued upon conversion of Senior Common Stock held by ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, and ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, (ii) next the securities other than Registrable Securities, (iii) next the securities requested to be Registered by the Company and (iv) last the Registrable Securities of Holders of other than Senior Common Stock or other Common Stock issued upon conversion of Senior Common Stock, shall be excluded from such Registration to the extent required by such limitation. If a limitation of the number of shares is still required, the Initiating Holders shall so advise all Holders and the number of shares of Registrable Securities that may be included in the Registration and underwriting shall be allocated among all Holders of Senior Common Stock or Common Stock issued upon conversion of Senior Common Stock in proportion, as nearly as practicable, to the respective amounts of Registrable Securities entitled to inclusion in such Registration held by such Holders at the time of filing the Registration Statement. No Registrable Securities or other securities excluded from the underwriting by reason of this Section 2.4.4(b) shall be included in such Registration Statement.

Marketing Limitation in Demand Registration. (ai) In Notwithstanding anything in this Section 7 to the event contrary, if the Initiating Holders are Holders of Underwriters' Representative advises the Series A Preferred Stock or of Common Stock issued upon conversion of Series A Preferred Stock and the Underwriter's Representative advises such Initiating Holders in writing that market marketing factors (including, without limitation, the aggregate number of shares of Common Stock Ordinary Shares 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 pursuant to Section 2.4.1.underwritten, then (i) first the Common Stock (other than Registrable Securities) held by officers or directors of the Company excluding the Senior Common Stock or Common Stock issued upon Conversion of Senior Common Stock held by ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ and ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, (ii) next the securities other than Registrable Securities, (iii) next the securities requested to be Registered by the Company and (iv) last the Registrable Securities of Holders of other than Series A Preferred Stock or Common Stock issued upon conversion of Series A Preferred Stock, shall be excluded from such Registration to the extent required by such limitation. If a limitation of the number of shares is still required, the Initiating Holders shall so advise all Holders of Series A Registrable Securities which would otherwise be underwritten pursuant hereto, and the number of shares of Series A Registrable Securities that may be included in the Registration and underwriting shall be allocated among all Holders of Series A Preferred Stock or Common Stock issued upon conversion of Series A Preferred Stock thereof in proportion, as nearly as practicable, to the respective amounts of Series A Registrable Securities entitled to inclusion in such that Registration held by such Holders of the Series A Registrable Securities at the time of filing the Registration Statement; provided that securities described in Section 7.5(b)(i) shall first be excluded from such Registration, and that at least twenty-five percent (25%) of the Registrable Securities requested by the Series A Initiating Holders to be included in such Registration and underwriting shall be so included. No Series A Registrable Securities or other securities excluded from the underwriting by reason of this Section 2.4.4 (a7.5(c)(i) shall be included in such Registration Statement. To facilitate the allocation of shares in accordance with the above provisions, the Company and the Underwriters' Representative may round the number of shares allocated to any Holder of the Series A Registrable Securities to the nearest one hundred (100) shares. (bii) In Notwithstanding anything in this Section 7 to the event contrary, if the Initiating Holders are Holders of the Senior Common Stock or of Common Stock issued upon conversion of Senior Common Stock and the Underwriter's Underwriters' Representative advises such the Series B Initiating Holders in writing that market marketing factors (including, without limitation, the aggregate number of shares of Common Stock Ordinary Shares 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 pursuant to Section 2.4.1underwritten, then (i) first the Common Stock (other than Registrable Securities) held by officers or directors of the Company excluding the Senior Common Stock or Common Stock issued upon conversion of Senior Common Stock held by ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, and ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, (ii) next the securities other than Registrable Securities, (iii) next the securities requested to be Registered by the Company and (iv) last the Registrable Securities of Holders of other than Senior Common Stock or other Common Stock issued upon conversion of Senior Common Stock, shall be excluded from such Registration to the extent required by such limitation. If a limitation of the number of shares is still required, the Series B Initiating Holders shall so advise all Holders of Series B Registrable Securities which would otherwise be underwritten pursuant hereto, and the number of shares of Series B Registrable Securities that may be included in the Registration and underwriting shall be allocated among all Holders of Senior Common Stock or Common Stock issued upon conversion of Senior Common Stock thereof in proportion, as nearly as practicable, to the respective amounts of Series B Registrable Securities entitled to inclusion in such that Registration held by such Holders of the Series B Registrable Securities at the time of filing the Registration Statement; provided that securities described in Section 7.5(b)(i) shall first be excluded from such Registration, and that at least fifteen percent (15%) of the Registrable Securities requested by the Series B Initiating Holders to be included in such Registration and underwriting shall be so included. No Series B Registrable Securities or other securities excluded from the underwriting by reason of this Section 2.4.4(b7.5(c)(ii) shall be included in such Registration Statement. To facilitate the allocation of shares in accordance with the above provisions, the Company and the Underwriters' Representative may round the number of shares allocated to any Holder of the Series B Registrable Securities to the nearest one hundred (100) shares.

Marketing Limitation in Demand Registration. (a) In Notwithstanding any other provision of this Section 3, in the event the Initiating Holders are Holders of the Series A Preferred Stock or of Common Stock issued upon conversion of Series A Preferred Stock and the Underwriter's Underwriters’ Representative advises such Initiating Holders the Company in writing that market factors (including, without limitation, the aggregate number of shares of Common Stock Ordinary Shares requested to be Registered, the general condition of the market, and the status of the persons Persons proposing to sell securities pursuant to the Registration) require a limitation of the number of shares to be underwritten pursuant to Section 2.4.1.underwritten, then (i) first the Common Stock (other than Registrable Securities) held by officers or directors of the Company excluding the Senior Common Stock or Common Stock issued upon Conversion of Senior Common Stock held by ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ and ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, (ii) next the securities other than Registrable Securities, (iii) next the securities requested to be Registered by the Company and (iv) last the Registrable Securities of Holders of other than Series A Preferred Stock or Common Stock issued upon conversion of Series A Preferred Stock, shall be excluded from such Registration to the extent required by such limitation. If a limitation of the number of shares is still required, the Initiating Holders shall so advise all Holders of Registrable Securities that would otherwise be underwritten pursuant hereto, and the number of shares of Registrable Securities that may be included in the Registration and underwriting shall be allocated among all Holders of Series A Preferred Stock or Common Stock issued upon conversion of Series A Preferred Stock in proportion, as nearly as practicable, to such Registrable Securities on a pro rata basis based on the respective amounts number of Registrable Securities entitled to inclusion in such Registration held by all such selling Holders (including the Initiating Holders) at the time of filing the Registration Statement, provided, however, that the number of shares of Registrable Securities to be included in any such underwriting held by Holders shall not be reduced unless all other securities of the Company are first entirely excluded from the underwriting. No For purposes of the preceding sentence concerning apportionment, for any selling Holder of Registrable Securities that is a venture capital fund, partnership or corporation, the affiliated venture capital funds, partners, retired partners and shareholders of such Holder, or the estates and family members of any such partners and retired partners and any trusts for the benefit of any of the foregoing persons shall be deemed to be a single “selling Holder,” and any pro rata reduction with respect to such “selling Holder” shall be based upon the aggregate amount of Registrable Securities owned by all such related entities and individuals. In no event shall the number of the Registrable Securities included in any such underwriting be reduced to less than thirty (30%) of the numbers of the Registrable Securities requested to be included. Any Registrable Securities or other securities excluded from the underwriting by reason of this Section 2.4.4 (a3.5(c) shall be included withdrawn from the Registration. To facilitate the allocation of shares in such Registration Statement. (b) In accordance with the event the Initiating Holders are Holders of the Senior Common Stock or of Common Stock issued upon conversion of Senior Common Stock and the Underwriter's Representative advises such Initiating Holders in writing that market factors (including, without limitationforegoing, the aggregate number of shares of Common Stock requested to be Registered, Company or the general condition of the market, and the status of the persons proposing to sell securities pursuant to the Registration) require a limitation of underwriters may round the number of shares allocated to be underwritten pursuant to Section 2.4.1, then (i) first the Common Stock (other than Registrable Securities) held by officers or directors of the Company excluding the Senior Common Stock or Common Stock issued upon conversion of Senior Common Stock held by ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, and ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, (ii) next the securities other than Registrable Securities, (iii) next the securities requested to be Registered by the Company and (iv) last the Registrable Securities of Holders of other than Senior Common Stock or other Common Stock issued upon conversion of Senior Common Stock, shall be excluded from such Registration any Holder to the extent required by such limitation. If a limitation of the number of shares is still required, the Initiating Holders shall so advise all Holders and the number of shares of Registrable Securities that may be included in the Registration and underwriting shall be allocated among all Holders of Senior Common Stock or Common Stock issued upon conversion of Senior Common Stock in proportion, as nearly as practicable, to the respective amounts of Registrable Securities entitled to inclusion in such Registration held by such Holders at the time of filing the Registration Statement. No Registrable Securities or other securities excluded from the underwriting by reason of this Section 2.4.4(b) shall be included in such Registration Statementnearest 100 shares.