Common use of Underwriting Clause in Contracts

Underwriting. If the Initiating Holders intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company as a part of their request made pursuant to this Section 2.1 and the Company shall include such information in the written notice given pursuant to Section 2.1(a)(i). In such event, the right of any Holder to include all or any portion of its Registrable Securities in such registration pursuant to this Section 2.1 shall be conditioned upon such Holder’s participation in such underwriting and the inclusion of such Holder’s Registrable Securities to the extent provided herein. If the Company shall request inclusion in any registration pursuant to Section 2.1 of securities being sold for its own account, or if other persons shall request inclusion in any registration pursuant to Section 2.1, the Initiating Holders shall, on behalf of all Holders, offer to include such securities in the underwriting and such offer shall be conditioned upon the participation of the Company or such other persons in such underwriting and the inclusion of the Company’s and such person’s other securities of the Company and their acceptance of the further applicable provisions of this Section 2 (including Section 2.10). The Company shall (together with all Holders and other persons proposing to distribute their securities through such underwriting) enter into an underwriting agreement in customary form with the representative of the underwriter or underwriters selected for such underwriting by the Initiating Holders holding a majority of the Registrable Securities held by such Initiating Holders, which underwriters are reasonably acceptable to the Company. Notwithstanding any other provision of this Section 2.1, if the underwriters advise the Initiating Holders in writing that marketing factors require a limitation on the number of shares to be underwritten, the number of Registrable Securities and Other Shares that may be so included shall be allocated as follows: (i) first, among all Holders requesting to include Registrable Securities in such registration statement based on the pro rata percentage of Registrable Securities held by such Holders, assuming conversion; (ii) second, to the Other Selling Stockholders; and (iii) third, to the Company, which the Company may allocate, at its discretion, for its own account, or for the account of other holders or employees of the Company. If a person who has requested inclusion in such registration as provided above does not agree to the terms of any such underwriting, such person shall be excluded therefrom by written notice from the Company, the underwriter or the Initiating Holders. The securities so excluded shall also be withdrawn from registration. Any Registrable Securities or other securities excluded or withdrawn from such underwriting shall also be withdrawn from such registration. If shares are so withdrawn from the registration and if the number of shares to be included in such registration was previously reduced as a result of marketing factors pursuant to this Section 2.1(e), then the Company shall then offer to all Holders and Other Selling Stockholders who have retained rights to include securities in the registration the right to include additional Registrable Securities or Other Shares in the registration in an aggregate amount equal to the number of shares so withdrawn, with such shares to be allocated among such Holders and Other Selling Stockholders requesting additional inclusion, as set forth above.

Underwriting. If the Holders initiating the registration request under this Section 2.3 (the “Initiating Holders Holders”) intend to distribute the Registrable Securities covered by their request by means of an underwriting, then they shall so advise the Company as a part of their request made pursuant to this Section 2.1 2.3 and the Company shall include such information in the written notice given pursuant to Section 2.1(a)(i)Request Notice. In such event, the right of any Holder to include all or any portion of its Registrable Securities in such registration pursuant to this Section 2.1 shall be conditioned upon such Holder’s participation in such underwriting and the inclusion of such Holder’s Registrable Securities in the underwriting (unless otherwise mutually agreed by a majority in interest of the Initiating Holders and such Holder) to the extent provided herein. If the Company shall request inclusion in any registration pursuant to Section 2.1 of securities being sold for its own account, or if other persons shall request inclusion in any registration pursuant to Section 2.1, the Initiating All Holders shall, on behalf of all Holders, offer to include such securities in the underwriting and such offer shall be conditioned upon the participation of the Company or such other persons in such underwriting and the inclusion of the Company’s and such person’s other securities of the Company and their acceptance of the further applicable provisions of this Section 2 (including Section 2.10). The Company shall (together with all Holders and other persons proposing to distribute their securities through such underwriting) underwriting shall enter into an underwriting agreement in customary form with the representative of the managing underwriter or underwriters selected for such underwriting by the Initiating Holders holding of a majority of the Registrable Securities held by such Initiating Holders, which underwriters are being registered and reasonably acceptable to the Company. Notwithstanding any other provision of this Section 2.12.3, if the underwriters advise underwriter(s) advise(s) the Initiating Holders Company in writing that marketing factors require a limitation on of the number of shares securities to be underwritten, then the Company shall so advise all Holders of Registrable Securities which would otherwise be registered and underwritten pursuant hereto, and the number of Registrable Securities and Other Shares that may be so included in the underwriting shall be reduced as required by the underwriter(s) and allocated as follows: (i) first, among all the Holders requesting to include Registrable Securities in such registration statement based on the pro rata percentage of Registrable Securities on a pro rata basis according to the number of Registrable Securities then outstanding held by each Holder requesting registration (including the Initiating Holders); provided, however, that the number of shares of Registrable Securities to be included in such Holdersunderwriting and registration shall not be reduced unless all other securities are first entirely excluded from the underwriting and registration including, assuming conversion; (ii) secondwithout limitation, to the Other Selling Stockholders; all shares that are not Registrable Securities and (iii) thirdare held by any other person, to the Companyincluding, which without limitation, any person who is an employee, officer or director of the Company may allocate, at its discretion, for its own account, or for the account of other holders or employees any subsidiary of the Company; provided further, that at least twenty-five percent (25%) of shares of Registrable Securities requested by the Holders to be included in such underwriting and registration shall be so included. If a person who has requested inclusion in such registration as provided above does not agree to any Holder disapproves of the terms of any such underwriting, such person shall be excluded Holder may elect to withdraw therefrom by written notice from to the CompanyCompany and the underwriter(s), delivered at least ten (10) business days prior to the underwriter or effective date of the Initiating Holders. The securities so excluded shall also be withdrawn from registrationregistration statement. Any Registrable Securities or other securities excluded or withdrawn from such underwriting shall also be withdrawn from such registration. If shares are so excluded and withdrawn from the registration and if the number of shares to be included in such registration was previously reduced as a result of marketing factors pursuant to this Section 2.1(e), then the Company shall then offer to all Holders and Other Selling Stockholders who have retained rights to include securities in the registration the right to include additional Registrable Securities or Other Shares in the registration in an aggregate amount equal to the number of shares so withdrawn, with such shares to be allocated among such Holders and Other Selling Stockholders requesting additional inclusion, as set forth aboveregistration.

Underwriting. If the Holders initiating the registration request under this Section 2.3 (the “Initiating Holders Holders”) intend to distribute the Registrable Securities covered by their request by means of an underwriting, then they shall so advise the Company as a part of their request made pursuant to this Section 2.1 2.3 and the Company shall include such information in the written notice given pursuant to Section 2.1(a)(i)Request Notice. In such event, the right of any Holder to include all or any portion of its Registrable Securities in such registration pursuant to this Section 2.1 shall be conditioned upon such Holder’s participation in such underwriting and the inclusion of such Holder’s Registrable Securities in the underwriting (unless otherwise mutually agreed by a majority in interest of the Initiating Holders and such Holder) to the extent provided herein. If the Company shall request inclusion in any registration pursuant to Section 2.1 of securities being sold for its own account, or if other persons shall request inclusion in any registration pursuant to Section 2.1, the Initiating All Holders shall, on behalf of all Holders, offer to include such securities in the underwriting and such offer shall be conditioned upon the participation of the Company or such other persons in such underwriting and the inclusion of the Company’s and such person’s other securities of the Company and their acceptance of the further applicable provisions of this Section 2 (including Section 2.10). The Company shall (together with all Holders and other persons proposing to distribute their securities through such underwriting) underwriting shall enter into an underwriting agreement in customary form with the representative of the managing underwriter or underwriters selected for such underwriting by the Initiating Holders holding of a majority of the Registrable Securities held by such Initiating Holders, which underwriters are being registered and reasonably acceptable to the Company. Notwithstanding any other provision of this Section 2.12.3, if the underwriters advise underwriter(s) advise(s) the Initiating Holders Company in writing that marketing factors require a limitation on of the number of shares securities to be underwritten, then the Company shall so advise all Holders of Registrable Securities which would otherwise be registered and underwritten pursuant hereto, and the number of Registrable Securities and Other Shares that may be so included in the underwriting shall be reduced as required by the underwriter(s) and allocated as follows: (i) first, among all the Holders requesting to include Registrable Securities in such registration statement based on the pro rata percentage of Registrable Securities on a pro rata basis according to the number of Registrable Securities then outstanding held by each Holder requesting registration (including the Initiating Holders); provided, however, that the number of shares of Registrable Securities to be included in such Holdersunderwriting and registration shall not be reduced unless all other securities are first entirely excluded from the underwriting and registration including, assuming conversion; (ii) secondwithout limitation, to the Other Selling Stockholders; all shares that are not Registrable Securities and (iii) thirdare held by any other person, to the Companyincluding, which without limitation, any person who is an employee, officer or director of the Company may allocate, at its discretion, for its own account, or for the account of other holders or employees any subsidiary of the Company; provided further, that at least twenty percent (20%) (or any lesser percentage if the anticipated gross proceeds to the Company from such proposed offering would exceed $5,000,000) of shares of Registrable Securities requested by the Holders to be included in such underwriting and registration shall be so included. If a person who has requested inclusion in such registration as provided above does not agree to any Holder disapproves of the terms of any such underwriting, such person shall be excluded Holder may elect to withdraw therefrom by written notice from to the CompanyCompany and the underwriter(s), delivered at least ten (10) business days prior to the underwriter or effective date of the Initiating Holders. The securities so excluded shall also be withdrawn from registrationregistration statement. Any Registrable Securities or other securities excluded or withdrawn from such underwriting shall also be withdrawn from such registration. If shares are so excluded and withdrawn from the registration and if the number of shares to be included in such registration was previously reduced as a result of marketing factors pursuant to this Section 2.1(e), then the Company shall then offer to all Holders and Other Selling Stockholders who have retained rights to include securities in the registration the right to include additional Registrable Securities or Other Shares in the registration in an aggregate amount equal to the number of shares so withdrawn, with such shares to be allocated among such Holders and Other Selling Stockholders requesting additional inclusion, as set forth aboveregistration.

Underwriting. If the Initiating Holders intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company as a part of their request made pursuant to this under Section 2.1 1.5(a), and the Company shall include such information in so advise the written Holders as part of the notice given pursuant to Section 2.1(a)(i1.5(a)(i). In such event, the The right of any Holder to include all or any portion of its Registrable Securities in such registration pursuant to this Section 2.1 1.5 shall be conditioned upon such Holder’s participation in such the underwriting arrangements required by this Section 1.5 and the inclusion of such Holder’s Registrable Securities in the underwriting, to the extent requested and provided herein. If the Company shall request inclusion in any registration pursuant to Section 2.1 of securities being sold for its own account, or if other persons shall request inclusion in any registration pursuant to Section 2.1, the Initiating Holders shall, on behalf of all Holders, offer to include such securities in the underwriting and such offer shall be conditioned upon the participation of the Company or such other persons in such underwriting and the inclusion of the Company’s and such person’s other securities of the Company and their acceptance of the further applicable provisions of this Section 2 (including Section 2.10). The Company shall (together with all Holders and other persons proposing to distribute their securities through such underwriting) enter into an underwriting agreement in customary form with the representative of the managing underwriter or underwriters selected for such underwriting by the Initiating Holders holding Company and a majority of the Registrable Securities held by such Initiating Holders, which underwriters are reasonably acceptable to the Company. Notwithstanding any other provision of this Section 2.11.5, if the underwriters advise managing underwriter advises the Initiating Holders Company in writing that marketing factors require a limitation on of the number of shares to be underwritten, then the Company shall so advise all Holders of Registrable Securities who indicated their intent to participate in the registration in a timely manner, and the number of shares of Registrable Securities and Other Shares that may be so included in the registration and underwriting shall be allocated among such Holders in proportion, as follows: (i) firstnearly as practicable, among all Holders requesting to include Registrable Securities in such registration statement based on the pro rata percentage respective number of Registrable Securities held by such HoldersHolders at the time of filing the registration statement, assuming conversion; provided, however, that the number of shares of Registrable Securities to be included in such underwriting shall not be reduced unless all Worthington Shares, all Other Shares and all other Securities that are not Registrable Securities (iiother than Securities to be sold for the account of the Company) secondare first entirely excluded from the underwriting. No Registrable Securities excluded from the underwriting by reason of the underwriter’s marketing limitation shall be included in such registration. To facilitate the allocation of shares in accordance with the above provisions, the Company or the underwriters may round the number of shares allocated to any Holder to the Other Selling Stockholders; and (iii) thirdnearest 100 shares. If any Holder of Registrable Securities disapproves of the terms of the underwriting, such person may elect to withdraw therefrom by written notice to the Company, which the Company may allocate, at its discretion, for its own account, or for the account of other holders or employees of the Company. If a person who has requested inclusion in such registration as provided above does not agree to the terms of any such underwriting, such person shall be excluded therefrom by written notice from the Company, the managing underwriter or and the Initiating Holders. The securities Registrable Securities so excluded withdrawn shall also be withdrawn from registration. Any Registrable Securities or other securities excluded or withdrawn from such underwriting shall also be withdrawn from such registration. If shares are so withdrawn from the registration and if the number of shares to be included in such registration was previously reduced as a result of marketing factors pursuant to this Section 2.1(e), then the Company shall then offer to all Holders and Other Selling Stockholders who have retained rights to include securities in the registration the right to include additional Registrable Securities or Other Shares in the registration in an aggregate amount equal to the number of shares so withdrawn, with such shares to be allocated among such Holders and Other Selling Stockholders requesting additional inclusion, as set forth above.

Underwriting. If the Initiating Holders intend to distribute the Registrable Securities covered by their request by means of an underwriting, then they shall so advise the Company as a part of their request made pursuant to this Section 2.1 2.1(a) and the Company shall include such information in the written notice given pursuant to Section 2.1(a)(i)Demand Notice. In such event, the right of any Holder to include all or any portion of its such Holder’s Registrable Securities in such registration pursuant to this Section 2.1 shall be conditioned upon such Holder’s participation in such underwriting and the inclusion of such Holder’s Registrable Securities in the underwriting (unless otherwise mutually agreed by a majority in interest of the Initiating Holders and such Holder) to the extent provided herein. If the Company shall request inclusion in any registration pursuant to Section 2.1 of securities being sold for its own account, or if other persons shall request inclusion in any registration pursuant to Section 2.1, the Initiating Holders shall, on behalf of all Holders, offer to include such securities in the underwriting and such offer shall The underwriters will be conditioned upon the participation of the Company or such other persons in such underwriting and the inclusion of the Company’s and such person’s other securities of selected by the Company and their acceptance shall be reasonably acceptable to a majority in interest of the further applicable provisions of this Section 2 (including Section 2.10)Initiating Holders. The Company shall (together with all All Holders and other persons proposing to distribute their securities Registrable Securities through such underwriting) underwriting shall enter into an underwriting agreement in customary form with the representative of the managing underwriter or underwriters selected for such underwriting by the Initiating Holders holding a majority of the Registrable Securities held by such Initiating Holders, which underwriters are reasonably acceptable to the Companyunderwriting. Notwithstanding any other provision of this Section 2.1, if the managing underwriters advise the Initiating Holders Company in writing that marketing factors require a limitation on of the number of shares securities to be underwritten, then the Company shall so advise all Holders of Registrable Securities that would otherwise be registered and underwritten pursuant hereto, and the number of Registrable Securities and Other Shares that may be so included in the underwriting shall be reduced as required by the underwriters and allocated as follows: (i) first, among all the Holders requesting to include Registrable Securities in such registration statement based on the a pro rata percentage basis according to the number of Registrable Securities held by such Holders, assuming conversion; each Holder requesting registration (ii) second, to the Other Selling Stockholders; and (iii) third, to the Company, which the Company may allocate, at its discretion, for its own account, or for the account of other holders or employees of the Company. If a person who has requested inclusion in such registration as provided above does not agree to the terms of any such underwriting, such person shall be excluded therefrom by written notice from the Company, the underwriter or including the Initiating Holders. The ); provided, however, that the number of shares of Registrable Securities to be included in such underwriting and registration shall not be reduced unless all other securities so of the Company are first entirely excluded shall also be withdrawn from the underwriting and registration. Any Registrable Securities or other securities excluded or and withdrawn from such underwriting shall also be withdrawn from such the registration. If shares are so withdrawn from the registration and if the number of shares to be included in such registration was previously reduced as a result of marketing factors pursuant to this Section 2.1(e), then the Company shall then offer to all Holders and Other Selling Stockholders who have retained rights to include securities in the registration the right to include additional Registrable Securities or Other Shares in the registration in an aggregate amount equal to the number of shares so withdrawn, with such shares to be allocated among such Holders and Other Selling Stockholders requesting additional inclusion, as set forth above.

Underwriting. (a) If the Holders initiating the registration request under this Section 2 (the “Initiating Holders Holders”) intend to distribute the Registrable Securities covered by their request by means of an underwriting, then they shall so advise the Company as a part of their request made pursuant to this Section 2.1 2 and the Company shall include such information in the written notice given pursuant to Section 2.1(a)(i)Request Notice. In such event, the right of any Holder to include all or any portion of its Registrable Securities in such registration pursuant to this Section 2.1 shall be conditioned upon such Holder’s participation in such underwriting and the inclusion of such Holder’s Registrable Securities in the underwriting (unless otherwise mutually agreed by a majority in interest of the Initiating Holders and such Holder) to the extent provided herein. If the Company shall request inclusion in any registration pursuant to Section 2.1 of securities being sold for its own account, or if other persons shall request inclusion in any registration pursuant to Section 2.1, the Initiating All Holders shall, on behalf of all Holders, offer to include such securities in the underwriting and such offer shall be conditioned upon the participation of the Company or such other persons in such underwriting and the inclusion of the Company’s and such person’s other securities of the Company and their acceptance of the further applicable provisions of this Section 2 (including Section 2.10). The Company shall (together with all Holders and other persons proposing to distribute their securities through such underwriting) underwriting shall enter into an underwriting agreement in customary form with the representative of the managing underwriter or underwriters selected for such underwriting by the Initiating Holders holding of a majority of the Registrable Securities held by such Initiating Holders, which underwriters are being registered and reasonably acceptable to the Company. . (b) Notwithstanding any other provision of this Section 2.12, if the underwriters advise underwriter(s) advise(s) the Initiating Holders Company in writing that marketing factors require a limitation on of the number of shares securities to be underwrittenunderwritten then the Company shall so advise all Holders of Registrable Securities which would otherwise be registered and underwritten pursuant hereto, and the number of Registrable Securities and Other Shares that may be so included in the underwriting shall be reduced as required by the underwriter(s) and allocated as follows: (i) first, among all Holders requesting to include Registrable Securities in such registration statement based the Investors on the a pro rata percentage basis according to the number of Registrable Securities then Outstanding held by such Holders, assuming conversion; the Investors requesting registration and (ii) secondthen, to the Other Selling Stockholders; and (iii) third, other Holders of Registrable Securities on a pro rata basis according to the Companynumber of Registrable Securities then Outstanding held by each such Holder requesting registration; provided, which however, that the number of shares of Registrable Securities to be included in such underwriting and registration shall not be reduced unless all other securities are first entirely excluded from the underwriting and registration including, without limitation, all shares that are not Registrable Securities and are held by any other person, including, without limitation, any person who is an employee, officer or director of the Company may allocate, at its discretion, for its own account, or for the account of other holders or employees any subsidiary of the Company; provided further, that at least twenty-five percent (25%) of shares of Registrable Securities requested by the Holders to be included in such underwriting and registration shall be so included. If a person who has requested inclusion in such registration as provided above does not agree to any Holder disapproves of the terms of any such underwriting, such person shall be excluded Holder may elect to withdraw therefrom by written notice from to the CompanyCompany and the underwriter(s), delivered at least ten (10) Business Days prior to the underwriter or effective date of the Initiating Holders. The securities so excluded shall also be withdrawn from registrationregistration statement. Any Registrable Securities or other securities excluded or withdrawn from such underwriting shall also be withdrawn from such registration. If shares are so excluded and withdrawn from the registration and if the number of shares to be included in such registration was previously reduced as a result of marketing factors pursuant to this Section 2.1(e), then the Company shall then offer to all Holders and Other Selling Stockholders who have retained rights to include securities in the registration the right to include additional Registrable Securities or Other Shares in the registration in an aggregate amount equal to the number of shares so withdrawn, with such shares to be allocated among such Holders and Other Selling Stockholders requesting additional inclusion, as set forth aboveregistration.

Underwriting. If the Initiating Holders initiating the registration request under this Section 2.2 ("INITIATING HOLDERS") intend to distribute the Registrable Securities covered by their request by means of an underwriting, then they shall so advise the Company as a part of their request made pursuant to this Section 2.1 2.2 and the Company shall include such information in the written notice given pursuant referred to Section 2.1(a)(iin subsection 2.2(a). In such event, the right of any Holder to include all or any portion of its his Registrable Securities in such registration pursuant to this Section 2.1 shall be conditioned upon such Holder’s 's participation in such underwriting and the inclusion of such Holder’s 's Registrable Securities in the underwriting (unless otherwise mutually agreed by a majority in interest of the Initiating Holders and such Holder) to the extent provided herein. If the Company shall request inclusion in any registration pursuant to Section 2.1 of securities being sold for its own account, or if other persons shall request inclusion in any registration pursuant to Section 2.1, the Initiating All Holders shall, on behalf of all Holders, offer to include such securities in the underwriting and such offer shall be conditioned upon the participation of the Company or such other persons in such underwriting and the inclusion of the Company’s and such person’s other securities of the Company and their acceptance of the further applicable provisions of this Section 2 (including Section 2.10). The Company shall (together with all Holders and other persons proposing to distribute their securities through such underwriting) underwriting shall enter into an underwriting agreement in customary form with the representative of the managing underwriter or underwriters selected for such underwriting by the Initiating Holders holding a majority of the Registrable Securities held by such Initiating Holders, which underwriters are reasonably acceptable to the Company. Notwithstanding any other provision of this Section 2.12.2, if the underwriters advise underwriter(s) advise(s) the Initiating Holders Company in writing that marketing factors require a limitation on of the number of shares securities to be underwrittenunderwritten then the Company shall so advise all Holders of Registrable Securities that would otherwise be registered and underwritten pursuant hereto, and the number of Registrable Securities and Other Shares that may be so included in the underwriting shall be reduced as required by the underwriter(s) and allocated as follows: (i) first, among all the Holders requesting to include Registrable Securities in such registration statement based on the pro rata percentage of Registrable Securities on a pro rata basis according to the number of Registrable Securities then outstanding held by such Holders, assuming conversion; each Holder requesting registration (ii) second, to the Other Selling Stockholders; and (iii) third, to the Company, which the Company may allocate, at its discretion, for its own account, or for the account of other holders or employees of the Company. If a person who has requested inclusion in such registration as provided above does not agree to the terms of any such underwriting, such person shall be excluded therefrom by written notice from the Company, the underwriter or including the Initiating Holders. The ); provided, however, that the number of shares of Registrable Securities to be included in such underwriting and registration shall not be reduced unless all other securities so of the Company are first entirely excluded shall also be withdrawn from the underwriting and registration. Any Registrable Securities or other securities excluded or and withdrawn from such underwriting shall also be withdrawn from such the registration. If shares are so withdrawn from the registration and if the number of shares to be included in such registration was previously reduced as a result of marketing factors pursuant to this Section 2.1(e), then the Company shall then offer to all Holders and Other Selling Stockholders who have retained rights to include securities in the registration the right to include additional Registrable Securities or Other Shares in the registration in an aggregate amount equal to the number of shares so withdrawn, with such shares to be allocated among such Holders and Other Selling Stockholders requesting additional inclusion, as set forth above.

Underwriting. If the Holders initiating the registration request under this Section 2.3 (the “Initiating Holders Holders”) intend to distribute the Registrable Securities covered by their request by means of an underwriting, then they shall so advise the Company as a part of their request made pursuant to this Section 2.1 2.3 and the Company shall include such information in the written notice given pursuant to Section 2.1(a)(i)Request Notice. In such event, the right of any Holder to include all or any portion of its Registrable Securities in such registration pursuant to this Section 2.1 shall be conditioned upon such Holder’s participation in such underwriting and the inclusion of such Holder’s Registrable Securities in the underwriting (unless otherwise mutually agreed by a majority in interest of the Initiating Holders and such Holder) to the extent provided herein. If the Company shall request inclusion in any registration pursuant to Section 2.1 of securities being sold for its own account, or if other persons shall request inclusion in any registration pursuant to Section 2.1, the Initiating All Holders shall, on behalf of all Holders, offer to include such securities in the underwriting and such offer shall be conditioned upon the participation of the Company or such other persons in such underwriting and the inclusion of the Company’s and such person’s other securities of the Company and their acceptance of the further applicable provisions of this Section 2 (including Section 2.10). The Company shall (together with all Holders and other persons proposing to distribute their securities through such underwriting) underwriting shall enter into an underwriting agreement in customary form with the representative of the managing underwriter or underwriters selected for such underwriting by the Initiating Holders holding of a majority of the Registrable Securities held by such Initiating Holders, which underwriters are being registered and reasonably acceptable to the Company. Notwithstanding any other provision of this Section 2.12.3, if the underwriters advise underwriter(s) advise(s) the Initiating Holders Company in writing that marketing factors require a limitation on of the number of shares securities to be underwritten, then the Company shall so advise all Holders of Registrable Securities which would otherwise be registered and underwritten pursuant hereto, and the number of Registrable Securities and Other Shares that may be so included in the underwriting shall be reduced as required by the underwriter(s) and allocated as follows: (i) first, among all the Holders requesting to include Registrable Securities in such registration statement based on the pro rata percentage of Registrable Securities on a pro rata basis according to the number of Registrable Securities then outstanding held by each Holder requesting registration (including the Initiating Holders); provided, however, that the number of shares of Registrable Securities to be included in such Holdersunderwriting and registration shall not be reduced unless all other securities are first entirely excluded from the underwriting and registration including, assuming conversion; (ii) secondwithout limitation, to the Other Selling Stockholders; all shares that are not Registrable Securities and (iii) thirdare held by any other person, to the Companyincluding, which without limitation, any person who is an employee, officer or director of the Company may allocate, at its discretion, for its own account, or for the account of other holders or employees any subsidiary of the Company; provided further, that at least twenty-five percent (25)% of shares of Registrable Securities requested by the Holders to be included in such underwriting and registration shall be so included. If a person who has requested inclusion in such registration as provided above does not agree to any Holder disapproves of the terms of any such underwriting, such person shall be excluded Holder may elect to withdraw therefrom by written notice from to the CompanyCompany and the underwriter(s), delivered at least ten (10) business days prior to the underwriter or effective date of the Initiating Holders. The securities so excluded shall also be withdrawn from registrationregistration statement. Any Registrable Securities or other securities excluded or withdrawn from such underwriting shall also be withdrawn from such registration. If shares are so excluded and withdrawn from the registration and if the number of shares to be included in such registration was previously reduced as a result of marketing factors pursuant to this Section 2.1(e), then the Company shall then offer to all Holders and Other Selling Stockholders who have retained rights to include securities in the registration the right to include additional Registrable Securities or Other Shares in the registration in an aggregate amount equal to the number of shares so withdrawn, with such shares to be allocated among such Holders and Other Selling Stockholders requesting additional inclusion, as set forth aboveregistration.

Underwriting. If the Holders initiating the registration request under this Section 2 (“Initiating Holders Holders”) intend to distribute the Registrable Securities covered by their request by means of an underwriting, then they shall so advise the Company as a part of their request made pursuant to this Section 2.1 2 and the Company shall include such information in the written notice given pursuant Request Notice referred to in the Section 2.1(a)(i)2.1. In such event, the right of any Holder to include all or any portion of its his Registrable Securities in such registration pursuant to this Section 2.1 shall be conditioned conditional upon such Holder’s participation in such underwriting and the inclusion of such Holder’s Registrable Securities in the underwriting (unless otherwise mutually agreed by a majority in interest of the initiating Holders and such Holder) to the extent provided herein. If the Company shall request inclusion in any registration pursuant to Section 2.1 of securities being sold for its own account, or if other persons shall request inclusion in any registration pursuant to Section 2.1, the Initiating All Holders shall, on behalf of all Holders, offer to include such securities in the underwriting and such offer shall be conditioned upon the participation of the Company or such other persons in such underwriting and the inclusion of the Company’s and such person’s other securities of the Company and their acceptance of the further applicable provisions of this Section 2 (including Section 2.10). The Company shall (together with all Holders and other persons proposing to distribute their securities through such underwriting) underwriting shall enter into an underwriting agreement in customary form with the representative of the managing underwriter or underwriters selected for such underwriting by the Initiating Holders holding of a majority of the Registrable Securities held by such Initiating Holders, which underwriters are being registered and reasonably acceptable to the Company. Notwithstanding any other provision of this Section 2.12, if the underwriters advise the Initiating Holders underwriter(s) determine(s) in writing good faith that marketing factors require a limitation on of the number of shares securities to be underwritten, then the Company shall so advise all Holders of Registrable Securities which would otherwise be registered and underwritten pursuant hereto, and the number of Registrable Securities and Other Shares that may be so included in the underwriting shall be reduced as required by the underwriter(s) and allocated as follows: among the Holders of Registrable Securities on a pro rata basis according to the number of Registrable Securities then outstanding held by each Holder requesting registration (including the initiating Holders); provided, however, that (i) first, among all Holders requesting to include Registrable Securities in such registration statement based on the pro rata percentage number of Registrable Securities held by included in any such Holders, assuming conversion; registration shall not be reduced below thirty percent (30%) of the aggregate number of Registrable Securities for which inclusion has been requested and (ii) second, the number of shares of Registrable Securities to be included in such underwriting and registration shall not be reduced unless all other securities are first entirely excluded from the Other Selling Stockholders; underwriting and (iii) third, to the Company, which the Company may allocate, at its discretion, for its own account, or for the account of other holders or employees of the Companyregistration. If a person who has requested inclusion in such registration as provided above does not agree to any Holder disapproves of the terms of any such underwriting, such person shall be excluded Holder may elect to withdraw therefrom by written notice from to the CompanyCompany and the underwriter(s), delivered at least ten (10) Business Days prior to the underwriter or effective date of the Initiating Holders. The securities so excluded shall also be withdrawn from registrationregistration statement. Any Registrable Securities or other securities excluded or and withdrawn from such underwriting shall also be withdrawn from such the registration. If shares are the underwriter has not limited the number of Registrable Securities to be underwritten, the Company may include its securities for its own account in such registration if the underwriter so withdrawn from the registration agrees and if the number of shares to be Registrable Securities which would otherwise have been included in such registration was previously reduced as a result of marketing factors pursuant to this Section 2.1(e), then the Company shall then offer to all Holders and Other Selling Stockholders who have retained rights to include securities in the registration the right to include additional Registrable Securities or Other Shares in the registration in an aggregate amount equal to the number of shares so withdrawn, with such shares to underwriting will not thereby be allocated among such Holders and Other Selling Stockholders requesting additional inclusion, as set forth abovelimited.

Underwriting. If the Holders initiating the registration request under this Section 2 (“Initiating Holders Holders”) intend to distribute the Registrable Securities covered by their request by means of an underwriting, then they shall so advise the Company as a part of their request made pursuant to this Section 2.1 2 and the Company shall include such information in the written notice given pursuant referred to Section 2.1(a)(iin Clause 2(a). In such an event, the right of any Holder to include all or any portion of its his Registrable Securities in such registration pursuant to this Section 2.1 shall be conditioned conditional upon such Holder’s participation in such underwriting and the inclusion of such Holder’s Registrable Securities in the underwriting (unless otherwise mutually agreed by a majority in interest of the Initiating Holders and such Holder) to the extent provided herein. If All the Company shall request inclusion in any registration pursuant to Section 2.1 of securities being sold for its own account, or if other persons shall request inclusion in any registration pursuant to Section 2.1, the Initiating Holders shall, on behalf of all Holders, offer to include such securities in the underwriting and such offer shall be conditioned upon the participation of the Company or such other persons in such underwriting and the inclusion of the Company’s and such person’s other securities of the Company and their acceptance of the further applicable provisions of this Section 2 (including Section 2.10). The Company shall (together with all Holders and other persons proposing to distribute their securities Registrable Securities through such underwriting) underwriting shall enter into an underwriting agreement in customary form with the representative of the managing underwriter or underwriters selected for such underwriting by the Initiating Holders holding of a majority of the Registrable Securities held by such Initiating Holders, which underwriters are being registered and reasonably acceptable to the Company. Notwithstanding any other provision of this Section 2.12, if the underwriters advise underwriter(s) advise(s) the Initiating Holders Company in writing that marketing factors require a limitation on of the number of shares securities to be underwritten, then the Company shall so advise all the Holders of Registrable Securities which would otherwise be registered and underwritten pursuant hereto, and the number of Registrable Securities and Other Shares that may be so included in the underwriting shall be reduced as required by the underwriter(s) and allocated as follows: (i) first, among all the Holders requesting to include of Registrable Securities in such registration statement based on the a pro rata percentage basis according to the number of the Outstanding Registrable Securities held by such each Holder requesting registration (including the Initiating Holders); provided, assuming conversion; however, that in all public offering of securities, the right of the underwriter(s) to exclude shares (iiincluding Registrable Securities) secondfrom the registration and underwriting as described above shall be restricted so that all shares that are not Registrable Securities and are held by any other person, to the Other Selling Stockholders; and (iii) thirdincluding, to the Companywithout limitation, which any person who is an employee, officer or director of the Company may allocate, at its discretion, for its own account, (or for the account of other holders or employees any subsidiary of the Company) shall first be excluded from such registration and underwriting before any Registrable Securities are so excluded. If a person who has requested inclusion in such registration as provided above does not agree to any Holder disapproves of the terms of any such underwriting, such person shall be excluded Holder may elect to withdraw therefrom by written notice from to the CompanyCompany and the underwriter(s), which notice shall be delivered at least ten (10) Business Days prior to the underwriter or effective date of the Initiating Holders. The securities so excluded shall also be withdrawn from registrationregistration statement. Any Registrable Securities or other securities excluded or withdrawn from such underwriting shall also be withdrawn from such registration. If shares are so excluded and withdrawn from the registration and if the number of shares to be included in such registration was previously reduced as a result of marketing factors pursuant to this Section 2.1(e), then the Company shall then offer to all Holders and Other Selling Stockholders who have retained rights to include securities in the registration the right to include additional Registrable Securities or Other Shares in the registration in an aggregate amount equal to the number of shares so withdrawn, with such shares to be allocated among such Holders and Other Selling Stockholders requesting additional inclusion, as set forth aboveregistration.

Underwriting. If the Holders initiating the registration request under this Section 2.3 (the “Initiating Holders Holders”) intend to distribute the Registrable Securities covered by their request by means of an underwriting, then they shall so advise the Company as a part of their request made pursuant to this Section 2.1 2.3 and the Company shall include such information in the written notice given pursuant to Section 2.1(a)(i)Request Notice. In such event, the right of any Holder to include all or any portion of its Registrable Securities in such registration pursuant to this Section 2.1 shall be conditioned upon such Holder’s participation in such underwriting and the inclusion of such Holder’s Registrable Securities in the underwriting (unless otherwise mutually agreed by a majority in interest of the Initiating Holders and such Holder) to the extent provided herein. If the Company shall request inclusion in any registration pursuant to Section 2.1 of securities being sold for its own account, or if other persons shall request inclusion in any registration pursuant to Section 2.1, the Initiating All Holders shall, on behalf of all Holders, offer to include such securities in the underwriting and such offer shall be conditioned upon the participation of the Company or such other persons in such underwriting and the inclusion of the Company’s and such person’s other securities of the Company and their acceptance of the further applicable provisions of this Section 2 (including Section 2.10). The Company shall (together with all Holders and other persons proposing to distribute their securities through such underwriting) underwriting shall enter into an underwriting agreement in customary form with the representative of the managing underwriter or underwriters selected for such underwriting by the Initiating Holders holding of a majority of the Registrable Securities held by such Initiating Holders, which underwriters are being registered and reasonably acceptable to the Company. Notwithstanding any other provision of this Section 2.12.3, if the underwriters advise underwriter(s) advise(s) the Initiating Holders Company in writing that marketing factors require a limitation on of the number of shares securities to be underwritten, then the Company shall so advise all Holders of Registrable Securities which would otherwise be registered and underwritten pursuant hereto, and the number of Registrable Securities and Other Shares that may be so included in the underwriting shall be reduced as required by the underwriter(s) and allocated as follows: (i) first, among all the Holders requesting to include Registrable Securities in such registration statement based on the pro rata percentage of Registrable Securities on a pro rata basis according to the number of Registrable Securities requested by each Holder requesting registration (including the Initiating Holders) to be included; provided, however, that the number of shares of Registrable Securities to be included in such underwriting and registration shall not be reduced unless all other securities are first entirely excluded from the underwriting and registration including all shares that are not Registrable Securities and are held by such Holdersany other person, assuming conversion; (ii) secondincluding any person who is an employee, to the Other Selling Stockholders; and (iii) third, to the Company, which officer or director of the Company may allocate, at its discretion, for its own account, or for the account of other holders or employees any subsidiary of the Company; provided further, that at least twenty-five percent (25%) of shares of Registrable Securities requested by the Holders to be included in such underwriting and registration shall be so included. If a person who has requested inclusion in such registration as provided above does not agree to any Holder disapproves of the terms of any such underwriting, such person shall be excluded Holder may elect to withdraw therefrom by written notice from to the CompanyCompany and the underwriter(s), delivered at least ten (10) business days prior to the underwriter or effective date of the Initiating Holders. The securities so excluded shall also be withdrawn from registrationregistration statement. Any Registrable Securities or other securities excluded or withdrawn from such underwriting shall also be withdrawn from such registration. If shares are so excluded and withdrawn from the registration and if the number of shares to be included in such registration was previously reduced as a result of marketing factors pursuant to this Section 2.1(e), then the Company shall then offer to all Holders and Other Selling Stockholders who have retained rights to include securities in the registration the right to include additional Registrable Securities or Other Shares in the registration in an aggregate amount equal to the number of shares so withdrawn, with such shares to be allocated among such Holders and Other Selling Stockholders requesting additional inclusion, as set forth aboveregistration.

Underwriting. If the Holders initiating the registration request under this Section 3 (“Initiating Holders Holders”) intend to distribute the Registrable Securities covered by their request by means of an underwriting, then they shall so advise the Company as a part of their request made pursuant to this Section 2.1 3 and the Company shall include such information in the written notice given pursuant referred to Section 2.1(a)(iin subsection 3(a). In such event, the right of any Holder to include all or any portion of its his Registrable Securities in such registration pursuant to this Section 2.1 shall be conditioned conditional upon such Holder’s participation in such underwriting and the inclusion of such Holder’s Registrable Securities in the underwriting (unless otherwise mutually agreed by a majority in interest of the initiating Holders and such Holder) to the extent provided herein. If the Company shall request inclusion in any registration pursuant to Section 2.1 of securities being sold for its own account, or if other persons shall request inclusion in any registration pursuant to Section 2.1, the Initiating All Holders shall, on behalf of all Holders, offer to include such securities in the underwriting and such offer shall be conditioned upon the participation of the Company or such other persons in such underwriting and the inclusion of the Company’s and such person’s other securities of the Company and their acceptance of the further applicable provisions of this Section 2 (including Section 2.10). The Company shall (together with all Holders and other persons proposing to distribute their securities through such underwriting) underwriting shall enter into an underwriting agreement in customary form with the representative of the managing underwriter or underwriters selected for such underwriting by the Initiating Holders holding of a majority of the Registrable Securities held by such Initiating Holders, which underwriters are being registered and reasonably acceptable to the CompanyCompany (including a market stand-off agreement of up to 180 days if required by such underwriter or underwriters). Notwithstanding any other provision of this Section 2.13, if the underwriters advise underwriter(s) advise(s) the Initiating Holders Company in writing that marketing factors require a limitation of the number of securities to be underwritten then the Company shall so advise all Holders of Registrable Securities which would otherwise be registered and underwritten pursuant hereto, and the number of Registrable Securities that may be included in the underwriting shall be reduced as required by the underwriter(s) and allocated among the Holders of Registrable Securities on a pro rata basis according to the number of Registrable Securities then outstanding held by each Holder requesting registration (including the initiating Holders); provided, however, that the number of shares of Registrable Securities to be included in such underwriting and registration shall not be reduced unless all other securities are first entirely excluded from the underwriting and registration. Any Registrable Securities excluded and withdrawn from such underwriting shall be withdrawn from the registration. If the underwriter has not limited the number of Registrable Securities to be underwritten, the number of Registrable Securities and Other Shares that Company may be so included shall be allocated as follows: (i) first, among all Holders requesting to include Registrable Securities its securities for its own account in such registration statement based on the pro rata percentage of Registrable Securities held by such Holders, assuming conversion; (ii) second, to the Other Selling Stockholders; and (iii) third, to the Company, which the Company may allocate, at its discretion, for its own account, or for the account of other holders or employees of the Company. If a person who has requested inclusion in such registration as provided above does not agree to the terms of any such underwriting, such person shall be excluded therefrom by written notice from the Company, if the underwriter or the Initiating Holders. The securities so excluded shall also be withdrawn from registration. Any Registrable Securities or other securities excluded or withdrawn from such underwriting shall also be withdrawn from such registration. If shares are so withdrawn from the registration agrees and if the number of shares to be Registrable Securities which would otherwise have been included in such registration was previously reduced as a result of marketing factors pursuant to this Section 2.1(e), then the Company shall then offer to all Holders and Other Selling Stockholders who have retained rights to include securities in the registration the right to include additional Registrable Securities or Other Shares in the registration in an aggregate amount equal to the number of shares so withdrawn, with such shares to underwriting will not thereby be allocated among such Holders and Other Selling Stockholders requesting additional inclusion, as set forth abovelimited.

Underwriting. If the Initiating Holders intend to distribute the Registrable Securities covered by their request by means of an underwriting, they Rosensaft shall so advise the Company as a part of their request made pursuant to this Section 2.1 and the Company shall include such information in the written notice given pursuant to Section 2.1(a)(i). In such event, have the right of any Holder to include any or all or of the UTTC Shares in any portion underwriting of its Registrable Securities in UTTC Common Stock, provided, however, that such registration pursuant to this Section 2.1 right shall be conditioned upon such Holder’s participation in such underwriting and the Rosensaft's requesting inclusion of such Holder’s Registrable Securities to the extent provided herein. If the Company shall request inclusion in any registration pursuant to Section 2.1 of securities being sold for its own account, or if other persons shall request inclusion in any registration pursuant to Section 2.1, the Initiating Holders shall, on behalf of all Holders, offer to include such securities UTTC Shares in the underwriting and that the subsequent inclusion of such offer UTTC Shares in the underwriting shall be conditioned upon on the participation of terms and conditions provided herein. In agreeing to distribute the Company or UTTC Shares through such other persons in such underwriting and the inclusion of the Company’s and such person’s other securities of the Company and their acceptance of the further applicable provisions of this Section 2 (including Section 2.10). The Company underwriting, Rosensaft shall (together with all Holders UTTC and the other persons proposing to distribute holders distributing their securities UTTC Common Stock through such underwriting) enter into an underwriting agreement in customary form with the representative of the underwriter or underwriters selected for such underwriting by the Initiating Holders holding a majority of the Registrable Securities held by such Initiating Holders, which underwriters are reasonably acceptable to the CompanyUTTC. Notwithstanding any other provision of Section 3.1 or this Section 2.13.2, if in the underwriters advise event that the Initiating Holders in writing managing underwriter determines that marketing factors require a limitation on the number of shares of UTTC Common Stock to be underwrittensold, then UTTC will be required to include in such offering only that number of shares of UTTC Common Stock which it is so advised should be included in such offering. The UTTC Common Stock proposed by UTTC to be sold shall have the first priority and all other shares of UTTC Common Stock, including the UTTC Shares and any other shares of UTTC Common Stock in which registration rights have been requested (the "Selling Shareholders' Shares"), shall be given a second priority without preference among the relevant holders. If less than all of the Selling Shareholders' Shares are to be included in the offering, such shares shall be included in the offering pro rata based on the total number of shares sought to be offered other than for issuance by UTTC. No person may participate in any offering hereunder unless such person (x) agrees to sell such person's UTTC Common Stock on the basis provided in any underwriting arrangements approved by UTTC and (y) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents required under the terms of such underwriting arrangements. If market conditions force UTTC to limit the number of Registrable Securities and Other shares of UTTC Common Stock to be sold, UTTC shall so advise Rosensaft of the number of UTTC Shares that may be so included shall be allocated as follows: (i) first, among all Holders requesting to include Registrable Securities in such registration statement based on the pro rata percentage of Registrable Securities held by such Holders, assuming conversion; (ii) second, to offering and underwriting at the Other Selling Stockholders; and (iii) third, to the Company, which the Company may allocate, at its discretion, for its own account, or for the account of other holders or employees time of the Companyfiling of the registration statement. If a person who has requested inclusion in such registration as provided above does not agree to Rosensaft disapproves of the terms of any such underwriting, such person shall be excluded he may elect to withdraw all or any portion of the UTTC Shares therefrom by written notice from to UTTC and the Company, the underwriter or the Initiating Holders. The securities so excluded shall also be withdrawn from registration. Any Registrable Securities or other securities excluded or withdrawn from such underwriting shall also be withdrawn from such registration. If shares are so withdrawn from the registration and if the number of shares to be included in such registration was previously reduced as a result of marketing factors pursuant to this Section 2.1(e), then the Company shall then offer to all Holders and Other Selling Stockholders who have retained rights to include securities in the registration the right to include additional Registrable Securities or Other Shares in the registration in an aggregate amount equal to the number of shares so withdrawn, with such shares to be allocated among such Holders and Other Selling Stockholders requesting additional inclusion, as set forth aboveunderwriter.

Underwriting. If the Holders initiating the registration request under this Section 2.2 (the “Initiating Holders Holders”) intend to distribute the Registrable Securities covered by their request by means of an underwriting, then they shall so advise the Company as a part of their request made pursuant to this Section 2.1 2.2 and the Company shall include such information in the written notice given pursuant referred to Section 2.1(a)(iin subsection 2.2(a). In such event, the right of any Holder to include all his, her, or any portion of its Registrable Securities in such registration pursuant to this Section 2.1 shall be conditioned upon such Holder’s participation in such underwriting and the inclusion of such Holder’s Registrable Securities in the underwriting (unless otherwise mutually agreed by a majority in interest of the Initiating Holders and such Holder) to the extent provided herein. If the Company shall request inclusion in any registration pursuant to Section 2.1 of securities being sold for its own account, or if other persons shall request inclusion in any registration pursuant to Section 2.1, the Initiating All Holders shall, on behalf of all Holders, offer to include such securities in the underwriting and such offer shall be conditioned upon the participation of the Company or such other persons in such underwriting and the inclusion of the Company’s and such person’s other securities of the Company and their acceptance of the further applicable provisions of this Section 2 (including Section 2.10). The Company shall (together with all Holders and other persons proposing to distribute their securities through such underwriting) underwriting shall enter into an underwriting agreement in customary form with the representative of the managing underwriter or underwriters selected for such underwriting by the Initiating Holders holding Company and acceptable to a majority in interest of the Registrable Securities held by such Initiating Holders, which underwriters are reasonably acceptable to the Company. Notwithstanding any other provision of this Section 2.12.2, if the underwriters advise underwriter(s) advise(s) the Initiating Holders Company in writing that marketing factors require a limitation on of the number of shares securities to be underwrittenunderwritten then the Company shall so advise all Holders of Registrable Securities that would otherwise be registered and underwritten pursuant hereto, and the number of Registrable Securities and Other Shares that may be so included in the underwriting shall be reduced as required by the underwriter(s) and allocated as follows: (i) first, among all the Holders requesting to include Registrable Securities in such registration statement based on the pro rata percentage of Registrable Securities on a pro rata basis according to the number of Registrable Securities then outstanding held by such Holders, assuming conversion; each Holder requesting registration (ii) second, to the Other Selling Stockholders; and (iii) third, to the Company, which the Company may allocate, at its discretion, for its own account, or for the account of other holders or employees of the Company. If a person who has requested inclusion in such registration as provided above does not agree to the terms of any such underwriting, such person shall be excluded therefrom by written notice from the Company, the underwriter or including the Initiating Holders. The ); provided, however, that the number of shares of Registrable Securities to be included in such underwriting and registration shall not be reduced unless all other securities so of the Company are first entirely excluded shall also be withdrawn from the underwriting and registration. Any Registrable Securities or other securities excluded or and withdrawn from such underwriting shall also be withdrawn from such the registration. If shares are so withdrawn from the registration and if the number of shares to be included in such registration was previously reduced as a result of marketing factors pursuant to this Section 2.1(e), then the Company shall then offer to all Holders and Other Selling Stockholders who have retained rights to include securities in the registration the right to include additional Registrable Securities or Other Shares in the registration in an aggregate amount equal to the number of shares so withdrawn, with such shares to be allocated among such Holders and Other Selling Stockholders requesting additional inclusion, as set forth above.

Underwriting. If the Initiating Holders intend to distribute the Registrable Securities covered by their request by means of an underwriting, then they shall so advise the Company as a part of their request made pursuant to this Section 2.1 3.5 and the Company shall include such information in the written notice given pursuant Request Notice referred to in Section 2.1(a)(i3.5(a). In such eventthe event of an underwritten offering, the right of any Holder to include all or any portion of its Registrable Securities in such registration pursuant to this Section 2.1 shall be conditioned upon such Holder’s participation in such underwriting and the inclusion of such Holder’s Registrable Securities in the underwriting (unless otherwise mutually agreed by a majority in interest of the Initiating Holders and such Holder) to the extent provided herein. If the Company shall request inclusion in any registration pursuant to Section 2.1 of securities being sold for its own account, or if other persons shall request inclusion in any registration pursuant to Section 2.1, the Initiating All Holders shall, on behalf of all Holders, offer to include such securities in the underwriting and such offer shall be conditioned upon the participation of the Company or such other persons in such underwriting and the inclusion of the Company’s and such person’s other securities of the Company and their acceptance of the further applicable provisions of this Section 2 (including Section 2.10). The Company shall (together with all Holders and other persons proposing to distribute their securities through such underwriting) underwriting shall enter into an underwriting agreement in customary form with the representative of the managing underwriter or underwriters selected for such underwriting by the Initiating Holders holding of a majority of the Registrable Securities held by such Initiating Holders, which underwriters are being registered and reasonably acceptable to the Company. Notwithstanding any other provision of this Section 2.13.5, if the underwriters advise underwriter(s) advise(s) the Initiating Holders Company in writing that marketing factors require a limitation on of the number of shares securities to be underwritten, then the Company shall so advise all Holders of Registrable Securities which would otherwise be registered and underwritten pursuant hereto, and the number of Registrable Securities and Other Shares that may be so included in the underwriting shall be reduced as required by the underwriter(s) and allocated as follows: (i) first, among all the Holders requesting to include Registrable Securities in such registration statement based on the pro rata percentage of Registrable Securities on a pro rata basis according to the number of Registrable Securities then held by each Holder requesting registration (including the Initiating Holders); provided, however, that the number of shares of Registrable Securities to be included in such Holdersunderwriting and registration shall not be reduced unless all other securities are first entirely excluded from the underwriting and registration including, assuming conversion; (ii) secondwithout limitation, to the Other Selling Stockholders; all shares that are not Registrable Securities and (iii) thirdare held by any other Person, to the Companyincluding, which the Company may allocatewithout limitation, at its discretionany Person who is an employee, for its own account, officer or for the account director of other holders or employees any of the CompanyGroup Companies. If a person who has requested inclusion in such registration as provided above does not agree to any Holder disapproves of the terms of any such underwriting, such person shall be excluded Holder may elect to withdraw therefrom by written notice from to the CompanyCompany and the underwriter(s), delivered at least ten (10) Business Days prior to the underwriter or effective date of the Initiating Holders. The securities so excluded shall also be withdrawn from registrationregistration statement. Any Registrable Securities or and/or other securities so excluded or withdrawn from such underwriting shall also be withdrawn from such registration. If shares are so excluded and withdrawn from the registration registration. For any Holder that is a partnership, the Holder and if the number partners and retired partners 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, and for any Holder that is a corporation, the Holder and all corporations that are Affiliates of such Holder, shall be deemed to be a single “Holder,” and any pro rata reduction with respect to such “Holder” shall be based upon the aggregate amount of shares to be carrying registration rights owned by all entities and individuals included in such registration was previously reduced “Holder,” as a result of marketing factors pursuant to defined in this Section 2.1(e), then the Company shall then offer to all Holders and Other Selling Stockholders who have retained rights to include securities in the registration the right to include additional Registrable Securities or Other Shares in the registration in an aggregate amount equal to the number of shares so withdrawn, with such shares to be allocated among such Holders and Other Selling Stockholders requesting additional inclusion, as set forth abovesentence.

Underwriting. If the Holders initiating the registration request under this Section 2.2 (the “Initiating Holders Holders”) intend to distribute the Registrable Securities covered by their request by means of an underwriting, then they shall so advise the Company as a part of their request made pursuant to this Section 2.1 2.2 and the Company shall include such information in the written notice given pursuant referred to in Section 2.1(a)(i2.2(a). In such event, the right of any Holder to include all his, her, or any portion of its Registrable Securities in such registration pursuant to this Section 2.1 shall be conditioned upon such Holder’s participation in such underwriting and the inclusion of such Holder’s Registrable Securities in the underwriting (unless otherwise mutually agreed by a majority in interest of the Initiating Holders and such Holder) to the extent provided herein. If the Company shall request inclusion in any registration pursuant to Section 2.1 of securities being sold for its own account, or if other persons shall request inclusion in any registration pursuant to Section 2.1, the Initiating All Holders shall, on behalf of all Holders, offer to include such securities in the underwriting and such offer shall be conditioned upon the participation of the Company or such other persons in such underwriting and the inclusion of the Company’s and such person’s other securities of the Company and their acceptance of the further applicable provisions of this Section 2 (including Section 2.10). The Company shall (together with all Holders and other persons proposing to distribute their securities through such underwriting) underwriting shall enter into an underwriting agreement in customary form with the representative of the managing underwriter or underwriters selected for such underwriting by the Initiating Holders holding a majority Company. The Company shall not be required to include any securities of any Holder in such underwriting unless such Holder accepts the terms of the Registrable Securities held underwriting as agreed upon between the Company and the underwriters selected by such Initiating Holders, which it and enters into an underwriting agreement in customary form with the underwriter or underwriters are reasonably acceptable to selected by the Company. Notwithstanding any other provision of this Section 2.12.2, if the underwriters advise underwriter(s) advise(s) the Initiating Holders Company in writing that marketing factors require a limitation on of the number of shares securities to be underwrittenunderwritten then the Company shall so advise all Holders of Registrable Securities that would otherwise be registered and underwritten pursuant hereto, and the number of Registrable Securities and Other Shares that may be so included in the underwriting shall be reduced as required by the underwriter(s) and allocated as follows: (i) first, among all the Holders requesting to include Registrable Securities in such registration statement based on the pro rata percentage of Registrable Securities on a pro rata basis according to the number of Registrable Securities then outstanding held by such Holders, assuming conversion; each Holder requesting registration (ii) second, to the Other Selling Stockholders; and (iii) third, to the Company, which the Company may allocate, at its discretion, for its own account, or for the account of other holders or employees of the Company. If a person who has requested inclusion in such registration as provided above does not agree to the terms of any such underwriting, such person shall be excluded therefrom by written notice from the Company, the underwriter or including the Initiating Holders. The ); provided, however, that the number of shares of Registrable Securities to be included in such underwriting and registration shall not be reduced unless all other securities so of the Company are first entirely excluded shall also be withdrawn from the underwriting and registration. Any Registrable Securities or other securities excluded or and withdrawn from such underwriting shall also be withdrawn from such the registration. If shares are so withdrawn from the registration and if the number of shares to be included in such registration was previously reduced as a result of marketing factors pursuant to this Section 2.1(e), then the Company shall then offer to all Holders and Other Selling Stockholders who have retained rights to include securities in the registration the right to include additional Registrable Securities or Other Shares in the registration in an aggregate amount equal to the number of shares so withdrawn, with such shares to be allocated among such Holders and Other Selling Stockholders requesting additional inclusion, as set forth above.

Underwriting. If the Holders initiating a registration request hereunder (the “Initiating Holders Holders”) intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company as a part of their request made pursuant to this Section 2.1 Sections 2.2, 2.3 or 2.4 hereof and the Company shall include such information in the written notice given pursuant referred to Section 2.1(a)(iin Sections 2.2(a), 2.3(a) or 2.4 above, as applicable. In such event, the right of any Holder to include all or any portion of its Registrable Securities in such registration pursuant to this Section 2.1 shall be conditioned upon such Holder’s participation in such underwriting and the inclusion of such Holder’s Registrable Securities in the underwriting to the extent provided herein. If the Company shall request inclusion in any registration pursuant to Section 2.1 of securities being sold for its own account, or if other persons shall request inclusion in any registration pursuant to Section 2.1, the Initiating All Holders shall, on behalf of all Holders, offer to include such securities in the underwriting and such offer shall be conditioned upon the participation of the Company or such other persons in such underwriting and the inclusion of the Company’s and such person’s other securities of the Company and their acceptance of the further applicable provisions of this Section 2 (including Section 2.10). The Company shall (together with all Holders and other persons proposing to distribute their securities through such underwriting) underwriting shall enter into an underwriting agreement in customary form with the representative of the underwriter or underwriters selected for such underwriting by the Initiating Holders holding a majority of the Registrable Securities held by such Initiating Holders, (which underwriter or underwriters are shall be reasonably acceptable to the Company). Notwithstanding any other provision of this Section 2.1Sections 2.2, 2.3 or 2.4 above, if the underwriters advise the Initiating Holders managing underwriter determines in writing good faith that marketing factors require a limitation on of the number of securities to be underwritten (including Registrable Securities) and the managing underwriter so advises the Company in writing, then the Company shall so advise all Holders of Registrable Securities that would otherwise be underwritten pursuant hereto, and any other potential participants in such registration, the number of shares to be underwritten, the number of Registrable Securities and Other Shares that may be so included in the underwriting shall be allocated as follows: (i) first, among all first to the Holders requesting to include on a pro rata basis based on the total number of then outstanding Registrable Securities or other shares of capital stock (on an as-converted basis) held by such Holders and then, if all the Shares held by Holders are included in such registration, to any other potential participants in such registration statement based (other than Holders) on the a pro rata percentage basis; provided, however, that no such reduction shall reduce the number of shares of Registrable Securities held by any Initiating Holder included in the registration to below 30% of the total amount of Registrable Securities then held by such HoldersInitiating Holder, assuming conversion; unless such offering is the Initial Public Offering, in which case the Initiating Holders may be excluded further if the underwriters make the determination described above and no other stockholder’s securities are included in such offering. Notwithstanding the foregoing, but subject to the allocation set forth above, in no event will shares of any party other than a Holder be included in such a registration without the written consent of (i) the Holders holding not less than fifty percent (50%) of the Series A Preferred then outstanding and (ii) secondLandmark, so long as Landmark continues to own at least fifty percent (50%) of the Other Selling Stockholders; and (iii) third, to the Company, which shares of capital stock of the Company may allocate, at its discretion, for its own account, or for the account of other holders or employees owned by Landmark as of the Companydate hereof (as adjusted for stock splits, stock dividends, recapitalizations and the like), and otherwise, the Holders holding not less than a majority of the shares of Common Stock then outstanding, if such inclusion would reduce the number of shares that may be included by the Holders. If a person who has requested inclusion in such registration as provided above does not agree to any Holder disapproves of the terms of any such underwriting, such person shall be excluded Holder may elect to withdraw therefrom by written notice from to the Companymanaging underwriter, delivered at least ten (10) business days prior to the underwriter or effective date of the Initiating Holders. The securities so excluded shall also be withdrawn from registrationregistration statement. Any Registrable Securities or other securities excluded or withdrawn from such underwriting shall also be withdrawn from such registration. If shares are so excluded and withdrawn from the registration registration. For any Holder that is a partnership, corporation or limited liability company, the partners, retired partners, members, retired members and if stockholders of such Holder, or the number estates and family members of any such partners, retired partners, members, retired members and stockholders and any trusts for the benefit of any of the foregoing person shall be deemed to be collectively a single “Holder,” and any pro rata reduction with respect to such “Holder” shall be based upon the aggregate amount of shares to be carrying registration rights owned by all entities and individuals included in such registration was previously reduced “Holder,” as a result of marketing factors pursuant to defined in this Section 2.1(e), then the Company shall then offer to all Holders and Other Selling Stockholders who have retained rights to include securities in the registration the right to include additional Registrable Securities or Other Shares in the registration in an aggregate amount equal to the number of shares so withdrawn, with such shares to be allocated among such Holders and Other Selling Stockholders requesting additional inclusion, as set forth abovesentence.

Underwriting. If the Holders initiating the registration request under this Section 2.3 (the “Initiating Holders Holders”) intend to distribute the Registrable Securities covered by their request by means of an underwriting, then they shall so advise the Company as a part of their request made pursuant to this Section 2.1 2.3 and the Company shall include such information in the written notice given pursuant to Section 2.1(a)(i)Request Notice. In such event, the right of any Holder to include all or any portion of its Registrable Securities in such registration pursuant to this Section 2.1 shall be conditioned upon such Holder’s participation in such underwriting and the inclusion of such Holder’s Registrable Securities in the underwriting (unless otherwise mutually agreed by a majority in interest of the Initiating Holders and such Holder) to the extent provided herein. If the Company shall request inclusion in any registration pursuant to Section 2.1 of securities being sold for its own account, or if other persons shall request inclusion in any registration pursuant to Section 2.1, the Initiating All Holders shall, on behalf of all Holders, offer to include such securities in the underwriting and such offer shall be conditioned upon the participation of the Company or such other persons in such underwriting and the inclusion of the Company’s and such person’s other securities of the Company and their acceptance of the further applicable provisions of this Section 2 (including Section 2.10). The Company shall (together with all Holders and other persons proposing to distribute their securities Registrable Securities through such underwriting) underwriting shall enter into an underwriting agreement in customary form with the representative of the managing underwriter or underwriters selected for such underwriting by the Initiating Holders holding of a majority of the Registrable Securities held by such Initiating Holders, which underwriters are being registered and reasonably acceptable to the Company. Notwithstanding any other provision of this Section 2.12.3, if the underwriters advise underwriter(s) advise(s) the Initiating Holders Company in writing that marketing factors require a limitation on of the number of shares securities to be underwritten, then the Company shall so advise all Holders which would otherwise be registered and underwritten pursuant hereto, and the number of Registrable Securities and Other Shares that may be so included in the underwriting shall be reduced as required by the underwriter(s) and allocated as follows: (i) first, among all the Holders requesting on a pro rata basis according to include the number of Registrable Securities in such then outstanding held by each Holder requesting registration statement based on (including the pro rata percentage Initiating Holders); provided, however, that the number of shares of Registrable Securities held by holder(s) of the Series A Shares, the Series A-1 Shares, the Series B Shares, the Series D Shares and the Series E Shares to be included in such Holdersunderwriting and registration shall not be reduced unless all other securities are first entirely excluded from the underwriting and registration including, assuming conversion; (ii) secondwithout limitation, to the Other Selling Stockholders; all shares that are not Registrable Securities and (iii) thirdare held by any other person, to the Companyincluding, which without limitation, any person who is an employee, consultant, officer or director of the Company may allocate, at its discretion, for its own account, or for the account of other holders or employees any subsidiary of the Company; provided further that at least twenty-five (25%) of shares of Registrable Securities requested by the Holders to be included in such underwriting and registration shall be so included. If a person who has requested inclusion in such registration as provided above does not agree to any Holder disapproves of the terms of any such underwriting, such person shall be excluded Holder may elect to withdraw therefrom by written notice from to the CompanyCompany and the underwriter(s), delivered at least ten (10) Business Days prior to the underwriter or effective date of the Initiating Holders. The securities so excluded shall also be withdrawn from registrationregistration statement. Any Registrable Securities or other securities excluded or withdrawn from such underwriting shall also be withdrawn from such registration. If shares are so excluded and withdrawn from the registration and if the number of shares to be included in such registration was previously reduced as a result of marketing factors pursuant to this Section 2.1(e), then the Company shall then offer to all Holders and Other Selling Stockholders who have retained rights to include securities in the registration the right to include additional Registrable Securities or Other Shares in the registration in an aggregate amount equal to the number of shares so withdrawn, with such shares to be allocated among such Holders and Other Selling Stockholders requesting additional inclusion, as set forth aboveregistration.

Underwriting. If the Holders initiating the registration request under this Section 2.3 (the “Initiating Holders Holders”) intend to distribute the Registrable Securities covered by their request by means of an underwriting, then they shall so advise the Company as a part of their request made pursuant to this Section 2.1 2.3 and the Company shall include such information in the written notice given pursuant to Section 2.1(a)(i)Request Notice. In such event, the right of any Holder to include all or any portion of its Registrable Securities in such registration pursuant to this Section 2.1 shall be conditioned upon such Holder’s participation in such underwriting and the inclusion of such Holder’s Registrable Securities in the underwriting (unless otherwise mutually agreed by a majority in interest of the Initiating Holders and such Holder) to the extent provided herein. If the Company shall request inclusion in any registration pursuant to Section 2.1 of securities being sold for its own account, or if other persons shall request inclusion in any registration pursuant to Section 2.1, the Initiating All Holders shall, on behalf of all Holders, offer to include such securities in the underwriting and such offer shall be conditioned upon the participation of the Company or such other persons in such underwriting and the inclusion of the Company’s and such person’s other securities of the Company and their acceptance of the further applicable provisions of this Section 2 (including Section 2.10). The Company shall (together with all Holders and other persons proposing to distribute their securities through such underwriting) underwriting shall enter into an underwriting agreement in customary form with the representative of the managing underwriter or underwriters selected for such underwriting by the Initiating Holders holding of a majority of the Registrable Securities held by such Initiating Holders, which underwriters are being registered and reasonably acceptable to the Company. Notwithstanding any other provision of this Section 2.12.3, if the underwriters advise underwriter(s) advise(s) the Initiating Holders Company in writing that marketing factors require a limitation on of the number of shares securities to be underwritten, then the Company shall so advise all Holders of Registrable Securities which would otherwise be registered and underwritten pursuant hereto, and the number of Registrable Securities and Other Shares that may be so included in the underwriting shall be reduced as required by the underwriter(s) and allocated as follows: (i) first, among all the Holders requesting to include Registrable Securities in such registration statement based on the pro rata percentage of Registrable Securities on a pro rata basis according to the number of Registrable Securities then Outstanding held by each Holder requesting registration (including the Initiating Holders); provided, however, that the number of shares of Registrable Securities to be included in such Holdersunderwriting and registration shall not be reduced unless all other securities are first entirely excluded from the underwriting and registration including, assuming conversion; (ii) secondwithout limitation, to the Other Selling Stockholders; all shares that are not Registrable Securities and (iii) thirdare held by any other Person, to the Companyincluding, which without limitation, any Person who is an employee, officer or director of the Company may allocate, at its discretion, for its own account, or for the account of other holders or employees any subsidiary of the Company; provided further, that at least fifty percent (50%) of Registrable Securities requested by the Holders to be included in such underwriting and registration shall be so included. If a person who has requested inclusion in such registration as provided above does not agree to any Holder disapproves of the terms of any such underwriting, such person shall be excluded Holder may elect to withdraw therefrom by written notice from to the CompanyCompany and the underwriter(s), delivered at least ten (10) business days prior to the underwriter or effective date of the Initiating Holders. The securities so excluded shall also be withdrawn from registrationregistration statement. Any Registrable Securities or other securities excluded or withdrawn from such underwriting shall also be withdrawn from such registration. If shares are so excluded and withdrawn from the registration and if the number of shares to be included in such registration was previously reduced as a result of marketing factors pursuant to this Section 2.1(e), then the Company shall then offer to all Holders and Other Selling Stockholders who have retained rights to include securities in the registration the right to include additional Registrable Securities or Other Shares in the registration in an aggregate amount equal to the number of shares so withdrawn, with such shares to be allocated among such Holders and Other Selling Stockholders requesting additional inclusion, as set forth aboveregistration.

Underwriting. If the Initiating Holders intend to distribute registration of which the Registrable Securities covered by their request by means of Company ------------ gives notice is for a registered public offering involving an underwriting, they the Company shall so advise the Company Holders as a part of their request made pursuant to this Section 2.1 and the Company shall include such information in the written notice given pursuant to Section 2.1(a)(isubsection 1.3(a)(i). In such event, event the right of any Holder to include all or any portion of its Registrable Securities in such registration pursuant to this Section 2.1 subsection 1.3 shall be conditioned upon such Holder’s 's participation in such underwriting and the inclusion of such Holder’s 's Registrable Securities in the underwriting to the extent provided herein. If the Company shall request inclusion in any registration pursuant All Holders proposing to Section 2.1 of distribute their securities being sold for its own account, or if other persons shall request inclusion in any registration pursuant to Section 2.1, the Initiating Holders shall, on behalf of all Holders, offer to include such securities in the underwriting and such offer shall be conditioned upon the participation of the Company or such other persons in through such underwriting and the inclusion of the Company’s and such person’s other securities of the Company and their acceptance of the further applicable provisions of this Section 2 (including Section 2.10). The Company shall (together with all Holders the Company and the other persons proposing to distribute shareholders distributing their securities through such underwriting) enter into an underwriting agreement in customary form with the representative of the underwriter or underwriters selected for such underwriting by the Initiating Holders holding a majority of the Registrable Securities held by such Initiating Holders, which underwriters are reasonably acceptable to the Company. Notwithstanding any other provision of this Section 2.1subsection 1.3, if the underwriters advise the Initiating Holders in writing underwriter determines that marketing factors require a limitation on of the number of shares to be underwritten, the underwriter may limit the amount of securities to be included in the registration and underwriting by the Company's shareholders; provided however, the number of Registrable Securities to be included in such registration and Other Shares underwriting under this subsection 1.3(b) shall not be reduced to less than twenty-five percent (25%) of the aggregate securities included in such registration without the prior consent of at least a majority of the Holders who have requested their shares to be included in such registration and underwriting; and provided, further, that the number of shares of Registrable Securities, other than the Common Shares, to be included in such underwriting shall not be reduced until all other securities, including the Common Shares, are first entirely excluded from the underwriting. The Company shall so advise all Holders of Registrable Securities which would otherwise be registered and underwritten pursuant hereto, and the number of shares of Registrable Securities that may be so included in the registration and underwriting shall be allocated as follows: (i) first, to the Company; second, among all Holders the Purchasers requesting registration in proportion, as nearly as practicable, to include Registrable Securities in such registration statement based on the pro rata percentage respective amounts of Registrable Securities held by each of such Holders, assuming conversion; (iiPurchasers as of the date of the notice pursuant to subsection 1.3(a)(i) second, to the Other Selling Stockholdersabove; and (iii) third, to among the Company, which the Company may allocate, at its discretion, for its own account, or for the account of other holders or employees of the CompanyHolders on a pro rata basis. If a person who has requested inclusion in such registration as provided above does not agree to any Holder disapproves of the terms of the any such underwriting, such person shall be excluded he may elect to withdraw therefrom by written notice from to the Company, Company and the underwriter or the Initiating Holders. The securities so excluded shall also be withdrawn from registrationunderwriter. Any Registrable Securities or other securities excluded or withdrawn from such underwriting shall also be withdrawn from such registration. If shares are so withdrawn from the registration and if the number of shares to be included in such registration was previously reduced as a result of marketing factors pursuant to this Section 2.1(e), then the Company shall then offer to all Holders and Other Selling Stockholders who have retained rights to include securities in the registration the right to include additional Registrable Securities or Other Shares in the registration in an aggregate amount equal to the number of shares so withdrawn, with such shares to be allocated among such Holders and Other Selling Stockholders requesting additional inclusion, as set forth above.

Underwriting. If the Holders initiating the registration request under this Section 2.2 ("Initiating Holders Holders"), intend to distribute the Registrable Securities covered by their request by means of an underwriting, then they shall so advise the Company as a part of their request made pursuant to this Section 2.1 2.2 and the Company shall include such information in the written notice given pursuant referred to in Section 2.1(a)(i2.2(a). In such event, the right of any Holder to include all or any portion of its Registrable Securities in such registration pursuant to this Section 2.1 shall be conditioned upon such Holder’s 's participation in such underwriting and the inclusion of such Holder’s 's Registrable Securities in the underwriting (unless otherwise mutually agreed by a majority in interest of the Initiating Holders and such Holder) to the extent provided herein. If the Company shall request inclusion in any registration pursuant to Section 2.1 of securities being sold for its own account, or if other persons shall request inclusion in any registration pursuant to Section 2.1, the Initiating All Holders shall, on behalf of all Holders, offer to include such securities in the underwriting and such offer shall be conditioned upon the participation of the Company or such other persons in such underwriting and the inclusion of the Company’s and such person’s other securities of the Company and their acceptance of the further applicable provisions of this Section 2 (including Section 2.10). The Company shall (together with all Holders and other persons proposing to distribute their securities through such underwriting) underwriting shall enter into an underwriting agreement in customary form with the representative of the managing underwriter or underwriters selected for such underwriting by the Initiating Holders holding Company and a majority in interest of the Registrable Securities held by such Initiating Holders, which underwriters are reasonably acceptable to the Company. Notwithstanding any other provision of this Section 2.12.2 to the contrary, if the underwriters advise underwriter(s) advise(s) the Initiating Holders Company in writing that marketing factors require a limitation on of the number of shares securities to be underwrittenunderwritten then the Company shall so advise all Holders of Registrable Securities which would otherwise be registered and underwritten pursuant hereto, and the number of Registrable Securities and Other Shares that may be so included in the underwriting shall be reduced as required by the underwriter(s) and allocated as follows: (i) first, among all the Holders requesting to include Registrable Securities in such registration statement based on the pro rata percentage of Registrable Securities on a pro rata basis according to the number of Registrable Securities Then Outstanding held by such Holders, assuming conversion; each Holder requesting registration (ii) second, to the Other Selling Stockholders; and (iii) third, to the Company, which the Company may allocate, at its discretion, for its own account, or for the account of other holders or employees of the Company. If a person who has requested inclusion in such registration as provided above does not agree to the terms of any such underwriting, such person shall be excluded therefrom by written notice from the Company, the underwriter or including the Initiating Holders. The ); provided, however, that the number of shares of Registrable Securities to be included in such underwriting and registration shall not be reduced unless all other securities so of the Company are first entirely excluded shall also be withdrawn from the underwriting and registration. Any Registrable Securities or other securities excluded or and withdrawn from such underwriting shall also be withdrawn from such the registration. If shares are so withdrawn from the registration and if the number of shares to be included in such registration was previously reduced as a result of marketing factors pursuant to this Section 2.1(e), then the Company shall then offer to all Holders and Other Selling Stockholders who have retained rights to include securities in the registration the right to include additional Registrable Securities or Other Shares in the registration in an aggregate amount equal to the number of shares so withdrawn, with such shares to be allocated among such Holders and Other Selling Stockholders requesting additional inclusion, as set forth above.

Underwriting. If the Initiating Holders intend any Holder intends to distribute the Registrable Securities covered by their request made pursuant to Section 2.1(a) by means of an underwriting, they then such Holder shall so advise the Company as a part of their its request made pursuant to this Section 2.1 and the Company shall include such information in the written notice given pursuant Request Notice referred to in Section 2.1(a)(i2.1(a). In such eventthe event of an underwritten offering, the right of any Holder to include all or any portion of its Registrable Securities in such registration pursuant to this Section 2.1 shall be conditioned upon such Holder’s participation in such underwriting and the inclusion of such Holder’s Registrable Securities in the underwriting (unless otherwise mutually agreed by the Holder that made the request pursuant to Section 2.1(a) and such Holder) to the extent provided herein. If the Company shall request inclusion in any registration pursuant to Section 2.1 of securities being sold for its own account, or if other persons shall request inclusion in any registration pursuant to Section 2.1, the Initiating All Holders shall, on behalf of all Holders, offer to include such securities in the underwriting and such offer shall be conditioned upon the participation of the Company or such other persons in such underwriting and the inclusion of the Company’s and such person’s other securities of the Company and their acceptance of the further applicable provisions of this Section 2 (including Section 2.10). The Company shall (together with all Holders and other persons proposing to distribute their securities through such underwriting) underwriting shall enter into an underwriting agreement in customary form with the representative of the managing underwriter or underwriters selected for such underwriting by the Initiating Holders holding of a majority of the Registrable Securities held by such Initiating Holders, which underwriters are being registered and reasonably acceptable to the Company. Notwithstanding any other provision of this Section 2.1, if the underwriters advise underwriter(s) advise(s) the Initiating Company and the Holders participating in such offering in writing that marketing factors require a limitation on of the number of shares securities to be underwritten, then the Company shall so advise all Holders of Registrable Securities which would otherwise be registered and underwritten pursuant hereto, and the number of Registrable Securities and Other Shares that may be so included in the underwriting shall be reduced as required by the underwriter(s) and allocated as follows: (i) first, among all the Holders requesting to include Registrable Securities in such registration statement based on the pro rata percentage of Registrable Securities on a pro rata basis according to the number of Registrable Securities then outstanding held by each Holder requesting registration; provided, however, that the number of shares of Registrable Securities to be included in such Holdersunderwriting and registration shall not be reduced below twenty-five percent (25%) of the aggregate number of Registrable Securities for which inclusion has been requested, assuming conversion; and unless all other securities of the Company (ii) secondincluding, without limitation, securities proposed to the Other Selling Stockholders; and (iii) third, to be offered by the Company) are first entirely excluded from the underwriting and registration including, which the Company may allocatewithout limitation, at its discretionall shares that are not Registrable Securities and are held by any other person, for its own accountincluding, without limitation, any person who is an employee, officer or for the account of other holders or employees director of the Company. If a person who has requested inclusion in such registration as provided above does not agree to any Holder disapproves of the terms of any such underwriting, such person shall be excluded Holder may elect to withdraw therefrom by written notice from to the CompanyCompany and the underwriter(s), delivered at least ten (10) Business Days prior to the underwriter or effective date of the Initiating Holders. The securities so excluded shall also be withdrawn from registrationRegistration Statement. Any Registrable Securities or and/or other securities so excluded or withdrawn from such underwriting shall also be withdrawn from such registration. If shares are so excluded and withdrawn from the registration and if the number of shares to be included in such registration was previously reduced as a result of marketing factors pursuant to this Section 2.1(e), then the Company shall then offer to all Holders and Other Selling Stockholders who have retained rights to include securities in the registration the right to include additional Registrable Securities or Other Shares in the registration in an aggregate amount equal to the number of shares so withdrawn, with such shares to be allocated among such Holders and Other Selling Stockholders requesting additional inclusion, as set forth aboveregistration.

Underwriting. If the Initiating Holders intend a Demand Right Holder intends to distribute the Registrable Securities covered by their its request by means of an underwritingunderwritten offering, they then it shall so advise the Company as a part of their request made pursuant to this Section 2.1 the Demand Notice, and the Company shall include such information in the written notice given pursuant to Section 2.1(a)(i)Request Notice. In such event, the right of any Holder to include all his, her or any portion of its Registrable Securities in such registration pursuant to this the rights set forth in Section 2.1 2.3 shall be conditioned upon such Holder’s 's participation in such underwriting and the inclusion of such Holder’s 's Registrable Securities to the extent provided herein. If the Company shall request inclusion in any registration pursuant to Section 2.1 of securities being sold for its own account, or if other persons shall request inclusion in any registration pursuant to Section 2.1, the Initiating Holders shall, on behalf of all Holders, offer to include such securities in the underwriting and as provided in this Agreement (unless otherwise mutually agreed by such offer shall be conditioned upon the participation of the Company or such other persons in such underwriting Holder and the inclusion of the Company’s and such person’s other securities of the Company and their acceptance of the further applicable provisions of this Section 2 (including Section 2.10Majority Holder(s)). The Company shall (together with and all Holders and other persons proposing to distribute their securities through such underwriting) underwriting shall enter into an underwriting agreement in customary form with the representative of the managing underwriter or underwriters selected for such underwriting by the Initiating Majority Holder(s). All Holders, whether or not they are participating in such offering, and the Company agree not to effect any sale, transfer, assignment, pledge or conveyance of (including, without limitation, taking any short position in) Registrable Securities (or any securities of the Company exchangeable or convertible into Registrable Securities) during the 180-day period beginning on the effective date of a registration statement filed by the Company pursuant to this Section 2.2, except as part of that Registration, (or for such (i) shorter period as the sole or lead managing underwriter shall request or (ii) longer period as the sole underwriter or lead managing underwriter(s) may request in connection with New York Stock Exchange ("NYSE") or National Association of Securities Dealers, Inc. ("NASD") rules restricting the timing of the underwriters publishing or distributing research reports on the Company) (the "Lock-up Period"); provided, however, that, with respect to offerings other than the Company's Initial Public Offering, Holders holding a majority who beneficially own less than 1% of the Registrable Securities held by such Initiating Holders, which underwriters are reasonably acceptable Then Outstanding shall not be subject to the CompanyLock-up Period unless so required by the managing underwriter and, in such case, the Lock-up Period shall be reduced to a 90-day period beginning on the effective date of such registration statement (or such longer period as the sole underwriter or lead managing underwriter(s) may request in connection with the requirements of applicable NYSE or NASD rules). Each Holder agrees to enter into customary lock-up agreements with an underwriter consistent with the terms of the preceding sentence. Notwithstanding any other provision of this Section 2.12.2 or Section 2.3, if the underwriters advise the Initiating Holders managing underwriter(s) determine in writing good faith that marketing factors require a limitation on of the number of shares securities to be underwritten, the number Company shall so advise all Holders of Registrable Securities that would otherwise be registered and Other Shares that underwritten pursuant hereto, and the managing underwriter(s) may be so included shall be allocated as follows: (i) first, among all Holders requesting to include exclude shares of the Registrable Securities in such registration statement based on the pro rata percentage of Registrable Securities held by such Holders, assuming conversion; (ii) second, to the Other Selling Stockholders; and (iii) third, to the Company, which the Company may allocate, at its discretion, for its own account, or for the account of other holders or employees of the Company. If a person who has requested inclusion in such registration as provided above does not agree to the terms of any such underwriting, such person shall be excluded therefrom by written notice from the Company, the underwriter or the Initiating Holders. The securities so excluded shall also be withdrawn from registration. Any Registrable Securities or other securities excluded or withdrawn from such underwriting shall also be withdrawn from such registration. If shares are so withdrawn necessary from the registration and if the underwriting, with the number of shares to be included in the registration and the underwriting allocated in the following manner: first, to the Investors requesting inclusion of their Registrable Securities in such registration was previously reduced statement (whether pursuant to Sections 2.2(a), 2.2(b) or 2.3), on a pro rata basis, based on the total number of Registrable Securities then held by each such Investor; second, to the Company; and third, to each of the Employee Stockholders requesting inclusion of Registrable Securities in such registration statement pursuant to Section 2.3, on a pro rata basis, based on the total number of Registrable Securities then held by each such Employee Stockholder. No other Registrable Securities may be included (other than by the Company or by the Holders pursuant to Section 2.3) without the consent of the Majority Holder(s). If, as a result of marketing factors any reduction or limitation at the request of an underwriter, a registration effected pursuant to this Section 2.1(e), then 2.2 does not include at least 80% of the Company shall then offer Registrable Securities that the Holders requested to all Holders and Other Selling Stockholders who have retained rights to include securities be registered in the Demand Notice, such registration shall not constitute a demand for purposes of Section 2.2(d). For any Holder that is a partnership, the right Holder and the partners and retired partners 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, and for any Holder that is a corporation, the Holder and all corporations that are Affiliates of such Holder, shall be deemed to include additional be a single "Holder," and any pro rata reduction with respect to such "Holder" shall be based upon the aggregate amount of Registrable Securities or Other Shares owned by all entities and individuals included in the registration such "Holder," as defined in an aggregate amount equal to the number of shares so withdrawn, with such shares to be allocated among such Holders and Other Selling Stockholders requesting additional inclusion, as set forth abovethis sentence.

Underwriting. If any of the Initiating Holders intend securities to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company as a part of their request made be offered or sold pursuant to the registration giving rise to the rights under this Section 2.1 and 7.4 are to be sold in an underwritten offering, the Company shall use reasonable best efforts to cause the managing underwriter or underwriters of the proposed underwritten offering to permit the Holders who have timely submitted a Piggyback Request in connection with such offering to include in such information offering all Registrable Securities included in such Holder’s Piggyback Request on the same terms and subject to the same conditions as any other shares of capital stock, if any, of the Company included in the written notice given pursuant offering. If the managing underwriter(s) advise(s) the Company that in its or their reasonable opinion the number of securities requested to Section 2.1(a)(ibe included in such offering exceeds the number which can be sold without adversely affecting the marketability of such offering (including an adverse effect on the per-share offering price). In such event, the right of any Holder to Company will include all or any portion of its Registrable Securities in such registration pursuant to this Section 2.1 shall be conditioned upon or Prospectus only such Holder’s participation number of securities that in such underwriting and the inclusion reasonable opinion of such Holder’s Registrable Securities to underwriter(s) can be sold without adversely affecting the extent provided herein. If the Company shall request inclusion in any registration pursuant to Section 2.1 of securities being sold for its own account, or if other persons shall request inclusion in any registration pursuant to Section 2.1, the Initiating Holders shall, on behalf of all Holders, offer to include such securities in the underwriting and such offer shall be conditioned upon the participation marketability of the Company or such other persons in such underwriting and the inclusion of the Company’s and such person’s other securities of the Company and their acceptance of the further applicable provisions of this Section 2 offering (including Section 2.10an adverse effect on the per-share offering price). The Company shall (together with all Holders and other persons proposing to distribute their securities through such underwriting) enter into an underwriting agreement in customary form with the representative of the underwriter or underwriters selected for such underwriting by the Initiating Holders holding a majority of the Registrable Securities held by such Initiating Holders, which underwriters are reasonably acceptable to the Company. Notwithstanding any other provision of this Section 2.1, if the underwriters advise the Initiating Holders in writing that marketing factors require a limitation on the number of shares to be underwritten, the number of Registrable Securities and Other Shares that may securities will be so included shall be allocated as followsin the following order of priority: (i) first, among all Holders requesting the Company Ordinary Shares and other securities the Company proposes to include Registrable Securities in such registration statement based on the pro rata percentage of Registrable Securities held by such Holderssell, assuming conversion; (ii) second, the Registrable Securities of the Holders who have requested inclusion of Registrable Securities pursuant to this Section 7.4, pro rata on the Other Selling Stockholders; basis of the aggregate number of such securities or shares owned by each such person, or as such Holders may otherwise agree, and (iii) third, to the Company, which any other securities of the Company may allocatethat have been requested to be so included, at its discretion, for its own account, or for the account of other holders or employees of the Company. If a person who has requested inclusion in such registration as provided above does not agree subject to the terms of any such underwriting, such person shall be excluded therefrom by written notice from this Agreement. Notwithstanding anything to the Companycontrary herein, the Company shall select the investment banking firm or firms to act as the lead underwriter or the Initiating Holders. The securities so excluded shall also be withdrawn from registration. Any Registrable Securities or other securities excluded or withdrawn from such underwriting shall also be withdrawn from such registration. If shares are so withdrawn from the registration and if the number of shares to be included underwriters in such registration was previously reduced as a result of marketing factors connection with an underwritten offering made pursuant to this Section 2.1(e), then 7.4. No Holder may participate in any underwritten registration under this Section 7.4 unless such ▇▇▇▇▇▇ (i) agrees to sell the Company shall then offer to all Holders and Other Selling Stockholders who have retained rights to include securities in the registration the right to include additional Registrable Securities or Other Shares it desires to have covered by the underwritten offering on the basis provided in any underwriting arrangements in customary form and (ii) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents reasonably required under the registration in an aggregate amount equal to the number terms of shares so withdrawn, with such shares to be allocated among such Holders and Other Selling Stockholders requesting additional inclusion, as set forth aboveunderwriting arrangements.

Underwriting. If the Holders initiating the registration request under this Section 2 (“Initiating Holders Holders”) intend to distribute the Registrable Securities covered by their request by means of an underwriting, then they shall so advise the Company as a part of their request made pursuant to this Section 2.1 2 and the Company shall include such information in the written notice given pursuant referred to Section 2.1(a)(iin Clause 2(a). In such an event, the right of any Holder to include all or any portion of its his Registrable Securities in such registration pursuant to this Section 2.1 shall be conditioned conditional upon such Holder’s participation in such underwriting and the inclusion of such Holder’s Registrable Securities in the underwriting (unless otherwise mutually agreed by a majority in interest of the Initiating Holders and such Holder) to the extent provided herein. If All the Company shall request inclusion in any registration pursuant to Section 2.1 of securities being sold for its own account, or if other persons shall request inclusion in any registration pursuant to Section 2.1, the Initiating Holders shall, on behalf of all Holders, offer to include such securities in the underwriting and such offer shall be conditioned upon the participation of the Company or such other persons in such underwriting and the inclusion of the Company’s and such person’s other securities of the Company and their acceptance of the further applicable provisions of this Section 2 (including Section 2.10). The Company shall (together with all Holders and other persons proposing to distribute their securities Registrable Securities through such underwriting) underwriting shall enter into an underwriting agreement in customary form with the representative of the managing underwriter or underwriters selected for such underwriting by the Initiating Holders holding of a majority of the Registrable Securities held by such Initiating Holders, which underwriters are being registered and reasonably acceptable to the Company. Notwithstanding any other provision of this Section 2.12, if the underwriters advise underwriter(s) advise(s) the Initiating Holders Company in writing that marketing factors require a limitation on of the number of shares securities to be underwritten, then the Company shall so advise all the Holders of Registrable Securities which would otherwise be registered and underwritten pursuant hereto, and the number of Registrable Securities and Other Shares that may be so included in the underwriting shall be reduced as required by the underwriter(s) and allocated as follows: (i) first, among all the Holders requesting to include of Registrable Securities in such registration statement based on the a pro rata percentage basis according to the number of the Outstanding Registrable Securities held by such each Holder requesting registration (including the Initiating Holders); provided, assuming conversion; however, that in any public offering of securities, the right of the underwriter(s) to exclude shares (iiincluding Registrable Securities) secondfrom the registration and underwriting as described above shall be restricted so that all shares that are not Registrable Securities and are held by any other person, to the Other Selling Stockholders; and (iii) thirdincluding, to the Companywithout limitation, which any person who is an employee, officer or director of the Company may allocate, at its discretion, for its own account, (or for the account of other holders or employees any subsidiary of the Company) shall first be excluded from such registration and underwriting before any Registrable Securities are so excluded. If a person who has requested inclusion in such registration as provided above does not agree to any Holder disapproves of the terms of any such underwriting, such person shall be excluded Holder may elect to withdraw therefrom by written notice from to the CompanyCompany and the underwriter(s), which notice shall be delivered at least ten (10) business days prior to the underwriter or effective date of the Initiating Holders. The securities so excluded shall also be withdrawn from registrationregistration statement. Any Registrable Securities or other securities excluded or withdrawn from such underwriting shall also be withdrawn from such registration. If shares are so excluded and withdrawn from the registration and if the number of shares to be included in such registration was previously reduced as a result of marketing factors pursuant to this Section 2.1(e), then the Company shall then offer to all Holders and Other Selling Stockholders who have retained rights to include securities in the registration the right to include additional Registrable Securities or Other Shares in the registration in an aggregate amount equal to the number of shares so withdrawn, with such shares to be allocated among such Holders and Other Selling Stockholders requesting additional inclusion, as set forth aboveregistration.

Underwriting. (a) If the Holders initiating the registration request under this Section 2 (the “Initiating Holders Holders”) intend to distribute the Registrable Securities covered by their request by means of an underwriting, then they shall so advise the Company as a part of their request made pursuant to this Section 2.1 2 and the Company shall include such information in the written notice given pursuant to Section 2.1(a)(i)Request Notice. In such event, the right of any Holder to include all or any portion of its Registrable Securities in such registration pursuant to this Section 2.1 shall be conditioned upon such Holder’s participation in such underwriting and the inclusion of such Holder’s Registrable Securities in the underwriting (unless otherwise mutually agreed by a majority in interest of the Initiating Holders and such Holder) to the extent provided herein. If the Company shall request inclusion in any registration pursuant to Section 2.1 of securities being sold for its own account, or if other persons shall request inclusion in any registration pursuant to Section 2.1, the Initiating All Holders shall, on behalf of all Holders, offer to include such securities in the underwriting and such offer shall be conditioned upon the participation of the Company or such other persons in such underwriting and the inclusion of the Company’s and such person’s other securities of the Company and their acceptance of the further applicable provisions of this Section 2 (including Section 2.10). The Company shall (together with all Holders and other persons proposing to distribute their securities through such underwriting) underwriting shall enter into an underwriting agreement in customary form with the representative of the managing underwriter or underwriters selected for such underwriting by the Initiating Holders holding of a majority of the Registrable Securities held by such Initiating Holders, which underwriters are being registered and reasonably acceptable to the Company. . (b) Notwithstanding any other provision of this Section 2.12, if the underwriters advise underwriter(s) advise(s) the Initiating Holders Company in writing that marketing factors require a limitation on of the number of shares securities to be underwrittenunderwritten then the Company shall so advise all Holders of Registrable Securities which would otherwise be registered and underwritten pursuant hereto, and the number of Registrable Securities and Other Shares that may be so included in the underwriting shall be reduced as required by the underwriter(s) and allocated as follows: (i) first, among all Holders requesting to include Registrable Securities in such registration statement based the Investors on the a pro rata percentage basis according to the number of Registrable Securities then outstanding held by such Holders, assuming conversion; each Investor requesting registration and (ii) secondthen, to the Other Selling Stockholders; and (iii) third, other Holders of Registrable Securities on a pro rata basis according to the Companynumber of Registrable Securities then outstanding held by each such Holder requesting registration; provided, which however, that the number of shares of Registrable Securities to be included in such underwriting and registration shall not be reduced unless all other securities are first entirely excluded from the underwriting and registration including, without limitation, all shares that are not Registrable Securities and are held by any other person, including, without limitation, any person who is an employee, officer or director of the Company may allocate, at its discretion, for its own account, or for the account of other holders or employees any Subsidiary of the Company; provided further, that at least twenty-five percent (25%) of shares of Registrable Securities requested by the Holders to be included in such underwriting and registration shall be so included. If a person who has requested inclusion in such registration as provided above does not agree to any Holder disapproves of the terms of any such underwriting, such person shall be excluded Holder may elect to withdraw therefrom by written notice from to the CompanyCompany and the underwriter(s), delivered at least ten (10) business days prior to the underwriter or effective date of the Initiating Holders. The securities so excluded shall also be withdrawn from registrationregistration statement. Any Registrable Securities or other securities excluded or withdrawn from such underwriting shall also be withdrawn from such registration. If shares are so excluded and withdrawn from the registration and if the number of shares to be included in such registration was previously reduced as a result of marketing factors pursuant to this Section 2.1(e), then the Company shall then offer to all Holders and Other Selling Stockholders who have retained rights to include securities in the registration the right to include additional Registrable Securities or Other Shares in the registration in an aggregate amount equal to the number of shares so withdrawn, with such shares to be allocated among such Holders and Other Selling Stockholders requesting additional inclusion, as set forth aboveregistration.

Underwriting. If the Holders initiating the registration request under this Section 2 (the “Initiating Holders Holders”) intend to distribute the Registrable Securities covered by their request by means of an underwriting, then they shall so advise the Company as a part of their request made pursuant to this Section 2.1 2 and the Company shall include such information in the written notice given pursuant referred to Section 2.1(a)(iin subsection 2(a). In such event, the right of any Holder to include all his, her, or any portion of its Registrable Securities in such registration pursuant to this Section 2.1 shall be conditioned upon such Holder’s participation in such underwriting and the inclusion of such Holder’s Registrable Securities in the underwriting (unless otherwise mutually agreed by a majority in interest of the Initiating Holders and such Holder) to the extent provided herein. If the Company shall request inclusion in any registration pursuant to Section 2.1 of securities being sold for its own account, or if other persons shall request inclusion in any registration pursuant to Section 2.1, the Initiating All Holders shall, on behalf of all Holders, offer to include such securities in the underwriting and such offer shall be conditioned upon the participation of the Company or such other persons in such underwriting and the inclusion of the Company’s and such person’s other securities of the Company and their acceptance of the further applicable provisions of this Section 2 (including Section 2.10). The Company shall (together with all Holders and other persons proposing to distribute their securities through such underwriting) underwriting shall enter into an underwriting agreement in reasonable and customary form with the representative of the managing underwriter or underwriters selected for such underwriting by the Initiating Holders holding a majority Company. The Company shall not be required to include any securities of any Holder in such underwriting unless such Holder accepts reasonable and customary terms for the Registrable Securities held underwriting as agreed upon between the Company and the underwriters selected by such Initiating Holders, which the Company and enters into an underwriting agreement in reasonable and customary form with the underwriter or underwriters are reasonably acceptable to selected by the Company. Notwithstanding any other provision of this Section 2.12, if the underwriters advise underwriter(s) advise(s) the Initiating Holders Company in writing that marketing factors require a limitation on of the number of shares securities to be underwrittenunderwritten then the Company shall so advise all Holders of Registrable Securities that would otherwise be registered and underwritten pursuant hereto, and the number of Registrable Securities and Other Shares that may be so included in the underwriting shall be reduced as required by the underwriter(s) and allocated as follows: (i) first, among all the Holders requesting to include Registrable Securities in such registration statement based on the pro rata percentage of Registrable Securities on a pro rata basis according to the number of Registrable Securities Then Outstanding held by such Holders, assuming conversion; each Holder requesting registration (ii) second, to the Other Selling Stockholders; and (iii) third, to the Company, which the Company may allocate, at its discretion, for its own account, or for the account of other holders or employees of the Company. If a person who has requested inclusion in such registration as provided above does not agree to the terms of any such underwriting, such person shall be excluded therefrom by written notice from the Company, the underwriter or including the Initiating Holders. The ); provided, however, that the number of shares of Registrable Securities to be included in such underwriting and registration shall not be reduced unless all other securities so of the Company are first entirely excluded shall also be withdrawn from the underwriting and registration. Any Registrable Securities or other securities excluded or and withdrawn from such underwriting shall also be withdrawn from such the registration. If shares are so withdrawn from the registration and if the number of shares to be included in such registration was previously reduced as a result of marketing factors pursuant to this Section 2.1(e), then the Company shall then offer to all Holders and Other Selling Stockholders who have retained rights to include securities in the registration the right to include additional Registrable Securities or Other Shares in the registration in an aggregate amount equal to the number of shares so withdrawn, with such shares to be allocated among such Holders and Other Selling Stockholders requesting additional inclusion, as set forth above.

Underwriting. If the Holders initiating the registration request under this Section 2.3 (the “Initiating Holders Holders”) intend to distribute the Registrable Securities covered by their request by means of an underwriting, then they shall so advise the Company as a part of their request made pursuant to this Section 2.1 2.3 and the Company shall include such information in the written notice given pursuant to Section 2.1(a)(i)Request Notice. In such event, the right of any Holder to include all or any portion of its Registrable Securities in such registration pursuant to this Section 2.1 shall be conditioned upon such Holder’s participation in such underwriting and the inclusion of such Holder’s Registrable Securities in the underwriting (unless otherwise mutually agreed by a majority in interest of the Initiating Holders and such Holder) to the extent provided herein. If the Company shall request inclusion in any registration pursuant to Section 2.1 of securities being sold for its own account, or if other persons shall request inclusion in any registration pursuant to Section 2.1, the Initiating All Holders shall, on behalf of all Holders, offer to include such securities in the underwriting and such offer shall be conditioned upon the participation of the Company or such other persons in such underwriting and the inclusion of the Company’s and such person’s other securities of the Company and their acceptance of the further applicable provisions of this Section 2 (including Section 2.10). The Company shall (together with all Holders and other persons proposing to distribute their securities through such underwriting) underwriting shall enter into an underwriting agreement in customary form with the representative of the managing underwriter or underwriters selected for such underwriting by the Initiating Holders holding of at least a majority of the Registrable Securities held by such Initiating Holders, which underwriters are being registered and reasonably acceptable to the Company. Notwithstanding any other provision of this Section 2.12.3, if the underwriters advise underwriter(s) advise(s) the Initiating Holders Company in writing that marketing factors require a limitation on of the number of shares securities to be underwritten, then the Company shall so advise all Holders of Registrable Securities which would otherwise be registered and underwritten pursuant hereto, and the number of Registrable Securities and Other Shares that may be so included in the underwriting shall be reduced as required by the underwriter(s) and allocated as follows: (i) first, among all the Holders requesting to include Registrable Securities in such registration statement based on the pro rata percentage of Registrable Securities on a pro rata basis according to the number of Registrable Securities Then Outstanding held by each Holder requesting registration (including the Initiating Holders); provided, however, that the number of shares of Registrable Securities to be included in such Holdersunderwriting and registration shall not be reduced unless all other securities are first entirely excluded from the underwriting and registration including, assuming conversion; (ii) secondwithout limitation, to the Other Selling Stockholders; all Shares that are not Registrable Securities and (iii) thirdare held by any other Person, to the Companyincluding, which without limitation, any Person who is an employee, officer or director of the Company may allocate, at its discretion, for its own account, or for the account of other holders or employees any Subsidiary of the Company; provided further, that at least twenty-five percent (25%) of shares of Registrable Securities requested by the Holders to be included in such underwriting and registration shall be so included. If a person who has requested inclusion in such registration as provided above does not agree to any Holder disapproves of the terms of any such underwriting, such person shall be excluded Holder may elect to withdraw therefrom by written notice from to the CompanyCompany and the underwriter(s), delivered at least ten (10) Business Days prior to the underwriter or effective date of the Initiating Holders. The securities so excluded shall also be withdrawn from registrationregistration statement. Any Registrable Securities or other securities excluded or withdrawn from such underwriting shall also be withdrawn from such registration. If shares are so excluded and withdrawn from the registration and if the number of shares to be included in such registration was previously reduced as a result of marketing factors pursuant to this Section 2.1(e), then the Company shall then offer to all Holders and Other Selling Stockholders who have retained rights to include securities in the registration the right to include additional Registrable Securities or Other Shares in the registration in an aggregate amount equal to the number of shares so withdrawn, with such shares to be allocated among such Holders and Other Selling Stockholders requesting additional inclusion, as set forth aboveregistration.

Underwriting. If the Holders initiating the registration request under this Section 2.3 (the “Initiating Holders Holders”) intend to distribute the Registrable Securities covered by their request by means of an underwriting, then they shall so advise the Company as a part of their request made pursuant to this Section 2.1 2.3 and the Company shall include such information in the written notice given pursuant to Section 2.1(a)(i)Request Notice. In such event, the right of any Holder to include all or any portion of its Registrable Securities in such registration pursuant to this Section 2.1 shall be conditioned upon such Holder’s participation in such underwriting and the inclusion of such Holder’s Registrable Securities in the underwriting (unless otherwise mutually agreed by a majority in interest of the Initiating Holders and such Holder) to the extent provided herein. If the Company shall request inclusion in any registration pursuant to Section 2.1 of securities being sold for its own account, or if other persons shall request inclusion in any registration pursuant to Section 2.1, the Initiating All Holders shall, on behalf of all Holders, offer to include such securities in the underwriting and such offer shall be conditioned upon the participation of the Company or such other persons in such underwriting and the inclusion of the Company’s and such person’s other securities of the Company and their acceptance of the further applicable provisions of this Section 2 (including Section 2.10). The Company shall (together with all Holders and other persons proposing to distribute their securities through such underwriting) underwriting shall enter into an underwriting agreement in customary form with the representative of the managing underwriter or underwriters selected for such underwriting by the Initiating Holders holding of a majority of the Registrable Securities held by such Initiating Holders, which underwriters are being registered and reasonably acceptable to the Company. Notwithstanding any other provision of this Section 2.12.3, if the underwriters advise underwriter(s) advise(s) the Initiating Holders Company in writing that marketing factors require a limitation on of the number of shares securities to be underwritten, then the Company shall so advise all Holders of Registrable Securities which would otherwise be registered and underwritten pursuant hereto, and the number of Registrable Securities and Other Shares that may be so included in the underwriting shall be reduced as required by the underwriter(s) and allocated as follows: (i) first, among all the Holders requesting to include Registrable Securities in such registration statement based on the pro rata percentage of Registrable Securities on a pro rata basis according to the number of Registrable Securities then Outstanding held by each Holder requesting registration (including the Initiating Holders); provided, however, that the number of shares of Registrable Securities to be included in such Holdersunderwriting and registration shall not be reduced unless all other securities are first entirely excluded from the underwriting and registration including, assuming conversion; (ii) secondwithout limitation, to the Other Selling Stockholders; all shares that are not Registrable Securities and (iii) thirdare held by any other Person, to the Companyincluding, which without limitation, any Person who is an employee, officer or director of the Company may allocate, at its discretion, for its own account, or for the account of other holders or employees any subsidiary of the Company; provided further that at least fifty percent (50%) of Registrable Securities requested by the Holders to be included in such underwriting and registration shall be so included. If a person who has requested inclusion in such registration as provided above does not agree to any Holder disapproves of the terms of any such underwriting, such person shall be excluded Holder may elect to withdraw therefrom by written notice from to the CompanyCompany and the underwriter(s), delivered at least ten (10) business days prior to the underwriter or effective date of the Initiating Holders. The securities so excluded shall also be withdrawn from registrationregistration statement. Any Registrable Securities or other securities excluded or withdrawn from such underwriting shall also be withdrawn from such registration. If shares are so excluded and withdrawn from the registration and if the number of shares to be included in such registration was previously reduced as a result of marketing factors pursuant to this Section 2.1(e), then the Company shall then offer to all Holders and Other Selling Stockholders who have retained rights to include securities in the registration the right to include additional Registrable Securities or Other Shares in the registration in an aggregate amount equal to the number of shares so withdrawn, with such shares to be allocated among such Holders and Other Selling Stockholders requesting additional inclusion, as set forth aboveregistration.

Underwriting. If the Holders initiating the registration request under this Section 2.1 ("Initiating Holders Holders") intend to distribute the Registrable Securities covered by their request by means of an underwriting, then they shall so advise the Company as a part of their request made pursuant to this Section 2.1 the Holder Notice and the Company shall include such information in the written notice given pursuant to Section 2.1(a)(i)Company Notice. In such event, the right of any Holder to include all or any portion of its his Registrable Securities in such registration pursuant to this Section 2.1 shall be conditioned upon such Holder’s 's participation in such underwriting and the inclusion of such Holder’s 's Registrable Securities in the underwriting (unless otherwise mutually agreed by a majority in interest of the Initiating Holders and such Holder) to the extent provided herein. If the Company shall request inclusion in any registration pursuant to Section 2.1 of securities being sold for its own account, or if other persons shall request inclusion in any registration pursuant to Section 2.1, the Initiating All Holders shall, on behalf of all Holders, offer to include such securities in the underwriting and such offer shall be conditioned upon the participation of the Company or such other persons in such underwriting and the inclusion of the Company’s and such person’s other securities of the Company and their acceptance of the further applicable provisions of this Section 2 (including Section 2.10). The Company shall (together with all Holders and other persons proposing to distribute their securities through such underwriting) underwriting shall enter into an underwriting agreement in customary form with the representative of the managing underwriter or underwriters selected for such underwriting by the Initiating Holders holding of a majority of the Registrable Securities held by such Initiating Holders, which underwriters are and reasonably acceptable to the Company. Notwithstanding any other provision of this Section 2.1, if the underwriters advise underwriter(s) advise(s) the Initiating Holders Company in writing that marketing factors require a limitation on of the number of shares securities to be underwrittenunderwritten then the Company shall so advise all Holders of Registrable Securities which would otherwise be registered and underwritten pursuant hereto, and the number of Registrable Securities and Other Shares that may be so included in the underwriting shall be reduced as required by the underwriter(s) and allocated as follows: among the Holders of Registrable Securities on a pro rata basis according to the number of Registrable Securities then outstanding held by each Holder requesting registration under this Section 2.1 (including the Initiating Holders); provided, however, that the number of shares of Registrable Securities to be included in such underwriting and registration shall not be reduced unless (i) first, among all Holders requesting to include Registrable Securities in such registration statement based on the pro rata percentage of Registrable Securities held by Holders requesting registration under Section 2.2 are first entirely excluded from the underwriting and registration on a pro rata basis based on the total number of Registrable Securities then held by each such Holders, assuming conversionHolder; and (ii) second, to the Other Selling Stockholders; and (iii) third, to the Company, which all other securities of the Company may allocate, at its discretion, for its own account, (whether being sold by the Company or for the account of other holders or employees of the Company. If a person who has requested inclusion in such registration as provided above does not agree to the terms of any such underwriting, such person shall be otherwise) are then entirely excluded therefrom by written notice from the Company, the underwriter or the Initiating Holders. The securities so excluded shall also be withdrawn from underwriting and registration. Any Registrable Securities or other securities excluded or and withdrawn from such underwriting shall also be withdrawn from such the registration. If shares For any Holder that is a partnership, the Holder and the partners and retired partners 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, and for any Holder that is a corporation, the Holder and all corporations that are so withdrawn from affiliates of such Holder, shall be deemed to be a single "Holder," and any pro rata reduction with respect to such "Holder" shall be based upon the registration and if the number aggregate amount of shares to be carrying registration rights owned by all entities and individuals included in such registration was previously reduced "Holder," as defined in this sentence. If any such registration, as a result of marketing factors pursuant to this Section 2.1(e)a reduction at the request of an underwriter, then does not include at least 8% of the Company shall then offer to all Holders and Other Selling Stockholders who have retained rights to include securities in the registration the right to include additional Registrable Securities or Other Shares in the Then Outstanding, such registration in an aggregate amount equal to the number shall not constitute a demand for purposes of shares so withdrawn, with such shares to be allocated among such Holders and Other Selling Stockholders requesting additional inclusion, as set forth aboveSection 2.1(d).

Underwriting. If the Initiating Holders intend to distribute the Registrable Securities covered by their request by means of an underwritingBALAH, they BAII, BANZHI and Vodafone shall so advise the Company as a part include in each of their request respective requests for any underwritten public offering made pursuant to this Section 2.1 and 7.1.1 the Company name of the managing underwriter or underwriters that the requesting parties propose to employ in connection with the public offering proposed to be made pursuant to the registration requested. The Corporation shall include such information in the written notice given referred to in Section 7.1.1 the name or names of such underwriter or underwriters to be employed. If any sale proposed pursuant to Section 2.1(a)(i). In such event7.1.1 is to be effected pursuant to an underwritten public offering, the right of any Holder Registration Rightsholder to include all or any portion of its Registrable Securities in such registration pursuant to this Section 2.1 7.1 shall be conditioned upon such Holder’s Registration Rightsholder's participation in such underwriting and the inclusion of such Holder’s Registration Rightsholder's Registrable Securities in the underwriting to the extent provided herein. If the Company shall request inclusion in any registration pursuant to Section 2.1 of securities being sold for its own account, or if other persons shall request inclusion in any registration pursuant to Section 2.1, the Initiating Holders shall, on behalf of all Holders, offer to include such securities in the underwriting and such offer shall be conditioned upon the participation of the Company or such other persons in such underwriting and the inclusion of the Company’s and such person’s other securities of the Company and their acceptance of the further applicable provisions of this Section 2 (including Section 2.10). The Company Corporation shall (together with all Holders and other persons Registration Rightsholders proposing to distribute their securities through such underwriting) enter into an underwriting agreement in customary form (which form must be reasonably acceptable to the Shareholders requesting such registration) with the representative of the underwriter or underwriters selected for such underwriting by in the Initiating Holders holding a majority of the Registrable Securities held by such Initiating Holders, which underwriters are reasonably acceptable to the Companymanner set forth above. Notwithstanding any other provision provisions of this Section 2.17.1, if the underwriters advise managing underwriter advises the Initiating Holders Corporation in writing that marketing factors require a limitation on the number of shares to be underwritten, the number of Registrable Securities to be underwritten, then the Corporation shall so advise all beneficial owners of Registrable Securities which would otherwise be registered and Other Shares underwritten pursuant hereto, and the number of shares of Registrable Securities that may be so included in the registration and underwriting shall be allocated as follows: (i) first, first among all Holders the Shareholders requesting to include Registrable Securities in such registration statement based on in proportion, as nearly as practical, to the pro rata percentage respective amounts of Registrable Securities held that were proposed to be sold by such Holders, assuming conversion; (ii) Registration Rightsholders and second, to the Other Selling Stockholders; extent that the limitation established by the managing underwriter is not exhausted by the Shareholders which requested the registration, among the Corporation and (iii) thirdother Persons that are not members of such group of Shareholders which requested the registration in proportion, as nearly as practical, to the Company, which respective amounts of Registrable Securities that were proposed to be sold by such Persons. No Registrable Securities excluded from the Company may allocate, at its discretion, for its own account, or for the account of other holders or employees underwriting by reason of the Companyunderwriter's marketing limitation shall be included in such registration. If a person who has requested inclusion in such registration as provided above does not agree to any Registration Rightsholder disapproves of the terms of any such the underwriting, such person shall be excluded he may elect to withdraw therefrom by written notice from to the Company, Corporation and the underwriter or the Initiating Holdersmanaging underwriter. The securities Registrable Securities so excluded withdrawn shall also be withdrawn from registration. Any ; provided, however, that, if by the withdrawal of such Registrable Securities or other securities excluded or withdrawn from such underwriting shall also be withdrawn from such registration. If shares are so withdrawn from the registration and if the a greater number of shares to Registrable Securities beneficially owned by other Registration Rightsholders may be included in such registration was previously reduced as a result (up to the maximum of marketing factors pursuant to this Section 2.1(eany limitation imposed by the underwriters), then the Company Corporation shall then offer to all Holders and Other Selling Stockholders Registration Rightsholders who have retained rights to include securities included Registrable Securities in the registration the right to include additional Registrable Securities or Other Shares in the registration same proportion used in an aggregate amount equal effecting the limitation referred to above in this Section 7.1. The Corporation shall undertake any reasonable measures within its control to cause the number of shares so withdrawn, with such shares Registrable Securities sold in any underwritten public offering to be allocated among such Holders and Other Selling Stockholders requesting additional inclusion, as set forth abovewidely disseminated.

Underwriting. If the Holders initiating the registration request under this Section 3 (the “Initiating Holders Holders”) intend to distribute the Registrable Securities covered by their request by means of an underwriting, then they shall so advise the Company as a part of their request made pursuant to this Section 2.1 3 and the Company shall include such information in the written notice given pursuant to Section 2.1(a)(i)Request Notice. In such event, the right of any Holder to include all or any portion of its Registrable Securities in such registration pursuant to this Section 2.1 shall be conditioned upon such Holder’s participation in such underwriting and the inclusion of such Holder’s Registrable Securities in the underwriting (unless otherwise mutually agreed by a majority in interest of the Initiating Holders and such other Holders) to the extent provided herein. If the Company shall request inclusion in any registration pursuant to Section 2.1 of securities being sold for its own account, or if other persons shall request inclusion in any registration pursuant to Section 2.1, the Initiating All Holders shall, on behalf of all Holders, offer to include such securities in the underwriting and such offer shall be conditioned upon the participation of the Company or such other persons in such underwriting and the inclusion of the Company’s and such person’s other securities of the Company and their acceptance of the further applicable provisions of this Section 2 (including Section 2.10). The Company shall (together with all Holders and other persons proposing to distribute their securities through such underwriting) underwriting shall enter into an underwriting agreement in customary form with the representative of the managing underwriter or underwriters selected for such underwriting by the Initiating Holders holding of a majority of the voting power of the Registrable Securities held by such Initiating Holders, which underwriters are being registered and reasonably acceptable to the Company. Notwithstanding any other provision of this Section 2.13, if the underwriters advise underwriter(s) advise(s) the Initiating Holders Company in writing that marketing factors require a limitation on of the number of shares securities to be underwritten, then the Company shall so advise all Holders of Registrable Securities which would otherwise be registered and underwritten pursuant hereto, and the number of Registrable Securities and Other Shares that may be so included in the underwriting shall be allocated reduced as follows: (irequired by the underwriter(s) and the number of shares that may be included in the registration and the underwriting shall be allocated, first, among all to each of the Holders requesting to include inclusion of their Registrable Securities in such registration statement on a pro rata basis based on the pro rata percentage total number of shares of Registrable Securities then held by each such HoldersHolder, assuming conversion; (ii) and second, to the Other Selling Stockholders; Company and (iii) third, to the Company, which holders of other securities of the Company may allocate(as applicable); provided, at its discretionhowever, for its own accountthat the right of the underwriter(s) to exclude shares (including Registrable Securities) from the registration and underwriting as described above shall be restricted so that all shares that are not Registrable Securities and are held by any Person (other than any Holder), including, without limitation, any Person who is an employee, officer or for director of the account of other holders Company (or employees any subsidiary of the Company) shall first be excluded from such registration and underwriting before any Registrable Securities are so excluded. If a person who has requested inclusion in such registration as provided above does not agree to any Holder disapproves of the terms of any such underwriting, such person shall be excluded Holder may elect to withdraw therefrom by written notice from to the CompanyCompany and the underwriter(s), delivered at least ten (10) Business Days prior to the underwriter or effective date of the Initiating Holders. The securities so excluded shall also be withdrawn from registrationregistration statement. Any Registrable Securities or other securities excluded or withdrawn from such underwriting shall also be withdrawn from such registration. If shares are so excluded and withdrawn from the registration and if the number of shares to be included in such registration was previously reduced as a result of marketing factors pursuant to this Section 2.1(e), then the Company shall then offer to all Holders and Other Selling Stockholders who have retained rights to include securities in the registration the right to include additional Registrable Securities or Other Shares in the registration in an aggregate amount equal to the number of shares so withdrawn, with such shares to be allocated among such Holders and Other Selling Stockholders requesting additional inclusion, as set forth aboveregistration.

Underwriting. If the Holders initiating the registration request under this Section 2.2 (the “Initiating Holders Holders”) intend to distribute the Registrable Securities covered by their request by means of an underwriting, then they shall so advise the Company as a part of their request made pursuant to this Section 2.1 2.2 and the Company shall include such information in the written notice given pursuant to Section 2.1(a)(i)Request Notice. In such event, the right of any Holder to include all his, her, or any portion of its Registrable Securities in such registration pursuant to this Section 2.1 shall be conditioned upon such Holder’s participation in such underwriting and the inclusion of such Holder’s Registrable Securities in the underwriting (unless otherwise mutually agreed by a majority in interest of the Initiating Holders and such Holder) to the extent provided herein. If the Company shall request inclusion in any registration pursuant to Section 2.1 of securities being sold for its own account, or if other persons shall request inclusion in any registration pursuant to Section 2.1, the Initiating All Holders shall, on behalf of all Holders, offer to include such securities in the underwriting and such offer shall be conditioned upon the participation of the Company or such other persons in such underwriting and the inclusion of the Company’s and such person’s other securities of the Company and their acceptance of the further applicable provisions of this Section 2 (including Section 2.10). The Company shall (together with all Holders and other persons proposing to distribute their securities through such underwriting) underwriting shall enter into an underwriting agreement in customary form with the representative of the managing underwriter or underwriters selected for such underwriting by the Initiating Holders holding a majority of Company and approved by the Registrable Securities held by Investors (such Initiating Holders, which underwriters are reasonably acceptable to the Companyapproval not be unreasonably withheld). Notwithstanding any other provision of this Section 2.12.2, if the underwriters advise underwriter(s) advise(s) the Initiating Holders Company in writing that marketing factors require a limitation on of the number of shares securities to be underwritten, then the Company shall so advise all Holders of Registrable Securities that would otherwise be registered and underwritten pursuant hereto, and the number of Registrable Securities and Other Shares that may be so included in the underwriting shall be reduced as required by the underwriter(s) and allocated as follows: (i) first, among all the Holders requesting to include Registrable Securities in such registration statement based on the pro rata percentage of Registrable Securities on a pro rata basis according to the number of Registrable Securities then outstanding held by such Holders, assuming conversion; each Holder requesting registration (ii) second, to the Other Selling Stockholders; and (iii) third, to the Company, which the Company may allocate, at its discretion, for its own account, or for the account of other holders or employees of the Company. If a person who has requested inclusion in such registration as provided above does not agree to the terms of any such underwriting, such person shall be excluded therefrom by written notice from the Company, the underwriter or including the Initiating Holders. The ); provided, however, that the number of shares of Registrable Securities to be included in such underwriting and registration shall not be reduced unless all other securities so of the Company are first entirely excluded shall also be withdrawn from the underwriting and registration. Any Registrable Securities or other securities excluded or and withdrawn from such underwriting shall also be withdrawn from such the registration. If shares are so withdrawn from For any Holder that is a venture capital fund, partnership or corporation, the registration affiliated venture capital funds, partners, retired partners and if any trusts for the number benefit of any of the foregoing persons shall be deemed to be a single “Holder,” and any pro rata reduction with respect to such “Holder” shall be based upon the aggregate amount of shares to be carrying registration rights owned by all entities and individuals included in such registration was previously reduced “Holder,” as a result of marketing factors pursuant to defined in this Section 2.1(e), then the Company shall then offer to all Holders and Other Selling Stockholders who have retained rights to include securities in the registration the right to include additional Registrable Securities or Other Shares in the registration in an aggregate amount equal to the number of shares so withdrawn, with such shares to be allocated among such Holders and Other Selling Stockholders requesting additional inclusion, as set forth abovesentence.

Underwriting. If the Holders initiating the registration request under this Section 2.3 (the “Initiating Holders Holders”) intend to distribute the Registrable Securities covered by their request by means of an underwriting, then they shall so advise the Company as a part of their request made pursuant to this Section 2.1 2.3 and the Company shall include such information in the written notice given pursuant to Section 2.1(a)(i)Request Notice. In such event, the right of any Holder to include all or any portion of its Registrable Securities in such registration pursuant to this Section 2.1 shall be conditioned upon such Holder’s participation in such underwriting and the inclusion of such Holder’s Registrable Securities in the underwriting (unless otherwise mutually agreed by a majority in interest of the Initiating Holders and such Holder) to the extent provided herein. If the Company shall request inclusion in any registration pursuant to Section 2.1 of securities being sold for its own account, or if other persons shall request inclusion in any registration pursuant to Section 2.1, the Initiating All Holders shall, on behalf of all Holders, offer to include such securities in the underwriting and such offer shall be conditioned upon the participation of the Company or such other persons in such underwriting and the inclusion of the Company’s and such person’s other securities of the Company and their acceptance of the further applicable provisions of this Section 2 (including Section 2.10). The Company shall (together with all Holders and other persons proposing to distribute their securities through such underwriting) underwriting shall enter into an underwriting agreement in customary form with the representative of the managing underwriter or underwriters selected for such underwriting by the Initiating Holders holding of a majority of the Registrable Securities held by such Initiating Holders, which underwriters are being registered and reasonably acceptable to the Company. Notwithstanding any other provision of this Section 2.12.3, if the underwriters advise underwriter(s) advise(s) the Initiating Holders Company in writing that marketing factors require a limitation on of the number of shares securities to be underwritten, then the Company shall so advise all Holders of Registrable Securities which would otherwise be registered and underwritten pursuant hereto, and the number of Registrable Securities and Other Shares that may be so included in the underwriting shall be reduced as required by the underwriter(s) and allocated as follows: (i) first, among all the Holders requesting to include Registrable Securities in such registration statement based on the pro rata percentage of Registrable Securities on a pro rata basis according to the number of Registrable Securities then outstanding held by each Holder requesting registration (including the Initiating Holders); provided, however, that the number of shares of Registrable Securities to be included in such Holdersunderwriting and registration shall not be reduced unless all other securities are first entirely excluded from the underwriting and registration including, assuming conversion; (ii) secondwithout limitation, to the Other Selling Stockholders; all shares that are not Registrable Securities and (iii) thirdare held by any other person, to the Companyincluding, which without limitation, any person who is an employee, officer or director of the Company may allocate, at its discretion, for its own account, or for the account of other holders or employees any subsidiary of the Company; provided further, that at least twenty-five percent (25%) of shares of Registrable Securities requested by the Holders to be included in such underwriting and registration shall be so included. If a person who has requested inclusion in such registration as provided above does not agree to any Holder disapproves of the terms of any such underwriting, such person shall be excluded Holder may elect to withdraw therefrom by written notice from to the CompanyCompany and the underwriter(s), delivered at least ten (10) Business Days prior to the underwriter or effective date of the Initiating Holders. The securities so excluded shall also be withdrawn from registrationregistration statement. Any Registrable Securities or other securities excluded or withdrawn from such underwriting shall also be withdrawn from such registration. If shares are so excluded and withdrawn from the registration and if the number of shares to be included in such registration was previously reduced as a result of marketing factors pursuant to this Section 2.1(e), then the Company shall then offer to all Holders and Other Selling Stockholders who have retained rights to include securities in the registration the right to include additional Registrable Securities or Other Shares in the registration in an aggregate amount equal to the number of shares so withdrawn, with such shares to be allocated among such Holders and Other Selling Stockholders requesting additional inclusion, as set forth aboveregistration.

Underwriting. If the Holders initiating the registration request under this Section 2.1 (“Initiating Holders Holders”) intend to distribute the Registrable Securities covered by their request by means of an underwriting, then they shall so advise the Company as a part of their request made pursuant to this Section 2.1 and the Company shall include such information in the written notice given pursuant Request Notice referred to in Section 2.1(a)(i2.1(a). In such event, the right of any Holder to include all or any portion of its Registrable Securities in such registration pursuant to this Section 2.1 shall be conditioned conditional upon such Holder’s participation in such underwriting and the inclusion of such Holder’s Registrable Securities in the underwriting (unless otherwise mutually agreed by a majority in interest of the initiating Holders and such Holder) to the extent provided herein. If the Company shall request inclusion in any registration pursuant to Section 2.1 of securities being sold for its own account, or if other persons shall request inclusion in any registration pursuant to Section 2.1, the Initiating All Holders shall, on behalf of all Holders, offer to include such securities in the underwriting and such offer shall be conditioned upon the participation of the Company or such other persons in such underwriting and the inclusion of the Company’s and such person’s other securities of the Company and their acceptance of the further applicable provisions of this Section 2 (including Section 2.10). The Company shall (together with all Holders and other persons proposing to distribute their securities through such underwriting) underwriting shall enter into an underwriting agreement in customary form with the representative of the managing underwriter or underwriters selected for such underwriting by the Initiating Holders holding of a majority of the Registrable Securities held by such Initiating Holders, which underwriters are being registered and reasonably acceptable to the Company. Notwithstanding any other provision of this Section 2.1, if the underwriters advise underwriter(s) advise(s) the Initiating Holders Company in good faith in writing that marketing factors require a limitation on of the number of shares securities to be underwritten, then the Company shall so advise all Holders of Registrable Securities which would otherwise be registered and underwritten pursuant hereto, and the number of Registrable Securities and Other Shares that may be so included in the underwriting shall be reduced as required by the underwriter(s) and allocated as follows: among the Holders of Registrable Securities on a pro rata basis according to the number of Registrable Securities then outstanding held by each Holder requesting registration (including the initiating Holders); provided, however, that (i) first, among all Holders requesting to include Registrable Securities in such registration statement based on the pro rata percentage number of Registrable Securities held by included in any such Holders, assuming conversion; registration shall not be reduced to a number below thirty percent (30%) of the aggregate number of Registrable Securities for which inclusion has been requested and (ii) second, the number of Registrable Securities to be included in such underwriting and registration shall not be reduced unless all other securities are first entirely excluded from the Other Selling Stockholders; underwriting and (iii) third, to the Company, which the Company may allocate, at its discretion, for its own account, or for the account of other holders or employees of the Companyregistration. If a person who has requested inclusion in such registration as provided above does not agree to any Holder disapproves of the terms of any such underwriting, such person shall be excluded Holder may elect to withdraw therefrom by written notice from to the Company, Company and the underwriter or underwriter(s) delivered at least ten (10) days prior to the Initiating Holders. The securities so excluded shall also be withdrawn from registrationeffective date of the registration statement. Any Registrable Securities or other securities excluded or withdrawn from such underwriting shall also be excluded or withdrawn from such registration. If shares are so withdrawn (as applicable) from the registration and if the number of shares to be included in such registration was previously reduced as a result of marketing factors pursuant to this Section 2.1(e), then the Company shall then offer to all Holders and Other Selling Stockholders who have retained rights to include securities in the registration the right to include additional Registrable Securities or Other Shares in the registration in an aggregate amount equal to the number of shares so withdrawn, with such shares to be allocated among such Holders and Other Selling Stockholders requesting additional inclusion, as set forth aboveregistration.

Underwriting. If the Initiating Holders intend to distribute the Registrable Securities covered by their request by means of an underwriting, then they shall so advise the Company as a part of their request made pursuant to this Section 2.1 2 and the Company shall include such information in the written notice given pursuant referred to Section 2.1(a)(iin Clause 2(a). In such an event, the right of any Holder to include all its, his or any portion of its her Registrable Securities in such registration pursuant to this Section 2.1 shall be conditioned conditional upon such Holder’s participation in such underwriting and the inclusion of such Holder’s Registrable Securities in the underwriting (unless otherwise mutually agreed by a majority in interest of the Initiating Holders and such Holder) to the extent provided herein. If All the Company shall request inclusion in any registration pursuant to Section 2.1 of securities being sold for its own account, or if other persons shall request inclusion in any registration pursuant to Section 2.1, the Initiating Holders shall, on behalf of all Holders, offer to include such securities in the underwriting and such offer shall be conditioned upon the participation of the Company or such other persons in such underwriting and the inclusion of the Company’s and such person’s other securities of the Company and their acceptance of the further applicable provisions of this Section 2 (including Section 2.10). The Company shall (together with all Holders and other persons proposing to distribute their securities Registrable Securities through such underwriting) underwriting shall enter into an underwriting agreement in customary form with the representative of the managing underwriter or underwriters selected for such underwriting by the Initiating Holders holding of a majority of the Registrable Securities held by such Initiating Holders, which underwriters are being registered and reasonably acceptable to the Company. Notwithstanding any other provision of this Section 2.12, if the underwriters advise underwriter(s) advise(s) the Initiating Holders Company in writing that marketing factors require a limitation on of the number of shares securities to be underwritten, then the Company shall so advise all the Holders of Registrable Securities which would otherwise be registered and underwritten pursuant hereto, and the number of Registrable Securities and Other Shares that may be so included in the underwriting shall be reduced as required by the underwriter(s) and allocated as follows: (i) first, among all the Holders requesting to include of Registrable Securities in such registration statement based on the a pro rata percentage basis according to the number of the Outstanding Registrable Securities held by such each Holder requesting registration (including the Initiating Holders); provided, assuming conversion; however, that in all public offering of securities, the right of the underwriter(s) to exclude shares (iiincluding Registrable Securities) secondfrom the registration and underwriting as described above shall be restricted so that all shares that are not Registrable Securities and are held by any other Person, to the Other Selling Stockholders; and (iii) thirdincluding, to the Companywithout limitation, which any Person who is an employee, officer or director of the Company may allocate, at its discretion, for its own account, (or for the account of other holders or employees any subsidiary of the Company) shall first be excluded from such registration and underwriting before any Registrable Securities are so excluded. If a person who has requested inclusion in such registration as provided above does not agree to any Holder disapproves of the terms of any such underwriting, such person shall be excluded Holder may elect to withdraw therefrom by written notice from to the CompanyCompany and the underwriter(s), which notice shall be delivered at least ten (10) Business Days prior to the underwriter or effective date of the Initiating Holders. The securities so excluded shall also be withdrawn from registrationregistration statement. Any Registrable Securities or other securities excluded or withdrawn from such underwriting shall also be withdrawn from such registration. If shares are so excluded and withdrawn from the registration and if the number of shares to be included in such registration was previously reduced as a result of marketing factors pursuant to this Section 2.1(e), then the Company shall then offer to all Holders and Other Selling Stockholders who have retained rights to include securities in the registration the right to include additional Registrable Securities or Other Shares in the registration in an aggregate amount equal to the number of shares so withdrawn, with such shares to be allocated among such Holders and Other Selling Stockholders requesting additional inclusion, as set forth aboveregistration.

Underwriting. If the Holders initiating the registration request under this Section 2.3 (the “Initiating Holders Holders”) intend to distribute the Registrable Securities covered by their request by means of an underwriting, then they shall so advise the Company as a part of their request made pursuant to this Section 2.1 2.3 and the Company shall include such information in the written notice given pursuant to Section 2.1(a)(i)Request Notice. In such event, the right of any Holder to include all or any portion of its Registrable Securities in such registration pursuant to this Section 2.1 shall be conditioned upon such Holder’s participation in such underwriting and the inclusion of such Holder’s Registrable Securities in the underwriting (unless otherwise mutually agreed by a majority in interest of the initiating Holders and such Holder) to the extent provided herein. If the Company shall request inclusion in any registration pursuant to Section 2.1 of securities being sold for its own account, or if other persons shall request inclusion in any registration pursuant to Section 2.1, the Initiating All Holders shall, on behalf of all Holders, offer to include such securities in the underwriting and such offer shall be conditioned upon the participation of the Company or such other persons in such underwriting and the inclusion of the Company’s and such person’s other securities of the Company and their acceptance of the further applicable provisions of this Section 2 (including Section 2.10). The Company shall (together with all Holders and other persons proposing to distribute their securities through such underwriting) underwriting shall enter into an underwriting agreement in customary form with the representative of the managing underwriter or underwriters selected for such underwriting by the Initiating Holders holding of a majority of the Registrable Securities held by such Initiating Holders, which underwriters are being registered and reasonably acceptable to the Company. Notwithstanding any other provision of this Section 2.12.3, if the underwriters advise underwriter(s) advise(s) the Initiating Holders Company in writing that marketing factors require a limitation on of the number of shares securities to be underwrittenunderwritten then the Company shall so advise all Holders of Registrable Securities which would otherwise be registered and underwritten pursuant hereto, and the number of Registrable Securities and Other Shares that may be so included in the underwriting shall be reduced as required by the underwriter(s) and allocated as follows: (i) first, among all the Holders requesting to include Registrable Securities in such registration statement based on the pro rata percentage of Registrable Securities on a pro rata basis according to the number of Registrable Securities then outstanding held by each Holder requesting registration (including the Initiating Holders); provided, however, that the number of shares of Registrable Securities to be included in such Holdersunderwriting and registration shall not be reduced unless all other securities are first entirely excluded from the underwriting and registration including, assuming conversion; (ii) secondwithout limitation, to the Other Selling Stockholders; all shares that are not Registrable Securities and (iii) thirdare held by any other person, to the Companyincluding, which without limitation, any person who is an employee, officer or director of the Company may allocate, at its discretion, for its own account, or for the account of other holders or employees any subsidiary of the Company; provided further, that at least thirty percent (30%) of shares of Registrable Securities requested by the Holders to be included in such underwriting and registration shall be so included. If a person who has requested inclusion in such registration as provided above does not agree to any Holder disapproves of the terms of any such underwriting, such person shall be excluded Holder may elect to withdraw therefrom by written notice from to the CompanyCompany and the underwriter(s), delivered at least ten (10) business days prior to the underwriter or effective date of the Initiating Holders. The securities so excluded shall also be withdrawn from registrationregistration statement. Any Registrable Securities or other securities excluded or withdrawn from such underwriting shall also be withdrawn from such registration. If shares are so excluded and withdrawn from the registration and if the number of shares to be included in such registration was previously reduced as a result of marketing factors pursuant to this Section 2.1(e), then the Company shall then offer to all Holders and Other Selling Stockholders who have retained rights to include securities in the registration the right to include additional Registrable Securities or Other Shares in the registration in an aggregate amount equal to the number of shares so withdrawn, with such shares to be allocated among such Holders and Other Selling Stockholders requesting additional inclusion, as set forth aboveregistration.

Underwriting. If the Holders initiating the registration request under this Section 1.2 (“Initiating Holders Holders”) intend to distribute the Registrable Securities covered by their request by means of an underwriting, then they shall so advise the Company as a part of their request made pursuant to this Section 2.1 1.2 and the Company shall include such information in the written notice given pursuant to Section 2.1(a)(i)Request Notice. In such event, the right of any Holder to include all or any portion of its Registrable Securities in such registration pursuant to this Section 2.1 shall be conditioned upon such Holder’s participation in such underwriting and the inclusion of such Holder’s Registrable Securities in the underwriting (unless otherwise mutually agreed by such Holder and Initiating Holders holding a majority in interest of the Registrable Securities to be included in such registration) to the extent provided herein. If the Company shall request inclusion in any registration pursuant to Section 2.1 of securities being sold for its own account, or if other persons shall request inclusion in any registration pursuant to Section 2.1, the Initiating All Holders shall, on behalf of all Holders, offer to include such securities in the underwriting and such offer shall be conditioned upon the participation of the Company or such other persons in such underwriting and the inclusion of the Company’s and such person’s other securities of the Company and their acceptance of the further applicable provisions of this Section 2 (including Section 2.10). The Company shall (together with all Holders and other persons proposing to distribute their securities through such underwriting) underwriting shall enter into an underwriting agreement in customary form with the representative of the managing underwriter or underwriters selected for such underwriting by the Initiating Holders holding Company (and reasonably acceptable to holders of a majority of the Registrable Securities held by such Initiating Holders, which underwriters are reasonably acceptable proposed to the Companybe registered). Notwithstanding any other provision of this Section 2.11.2, if the underwriters advise underwriter(s) advise(s) the Initiating Holders Company in writing that marketing factors require a limitation on of the number of shares securities to be underwritten, then the Company shall so advise all Holders of Registrable Securities that would otherwise be registered and underwritten pursuant hereto, and the number of Registrable Securities and Other Shares that may be so included in the underwriting shall be reduced as required by the underwriter(s) and allocated as follows: (i) first, among all the Holders requesting to include of Registrable Securities in such registration statement based on the a pro rata percentage basis according to the number of Registrable Securities held by such Holders, assuming conversion; each Holder requesting registration (ii) second, to the Other Selling Stockholders; and (iii) third, to the Company, which the Company may allocate, at its discretion, for its own account, or for the account of other holders or employees of the Company. If a person who has requested inclusion in such registration as provided above does not agree to the terms of any such underwriting, such person shall be excluded therefrom by written notice from the Company, the underwriter or including the Initiating Holders. The ); provided, however, that the number of shares of Registrable Securities to be included in such underwriting and registration shall not be reduced unless all other securities so of the Company are first entirely excluded shall also be withdrawn from the underwriting and registration. Any Registrable Securities or other securities excluded or and withdrawn from such underwriting shall also be withdrawn from such the registration. If shares are so withdrawn from the registration and if the number of shares to be included in such registration was previously reduced as a result of marketing factors pursuant to this Section 2.1(e), then the Company shall then offer to all Holders and Other Selling Stockholders who have retained rights to include securities in the registration the right to include additional Registrable Securities or Other Shares in the registration in an aggregate amount equal to the number of shares so withdrawn, with such shares to be allocated among such Holders and Other Selling Stockholders requesting additional inclusion, as set forth above.

Underwriting. If the Initiating Holders intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall will so advise the Company as a part of their request made pursuant to this Section 2.1 1.2(a) or Section 1.2(c) and the Company shall will include such information in the written notice given pursuant referred to in Section 2.1(a)(i1.2(a)(i). In such event, the right to registration of any Holder to include all or any portion of its Registrable Securities in such registration pursuant to this Section 2.1 shall 1.2 or Founder pursuant to Section 1.3 will be conditioned upon such Holder’s or Founder’s participation in such underwriting and the inclusion of all or part of such Holder’s Registrable Securities or Founder’s securities in the underwriting (unless otherwise mutually agreed by a majority in interest of the Initiating Holders and such Holder or Founder) to the extent provided herein. If the Company shall request inclusion in any registration pursuant to Section 2.1 of securities being sold for its own account, or if other persons shall request inclusion in any registration pursuant to Section 2.1, the Initiating Holders shall, on behalf of all Holders, offer to include such securities in the underwriting and such offer shall be conditioned upon the participation of the Company or such other persons in such underwriting and the inclusion of the Company’s and such person’s other securities of the Company and their acceptance of the further applicable provisions of this Section 2 (including Section 2.10). The Company shall will (together with all Holders and other persons stockholders proposing to distribute their securities through such underwriting) enter into TELENAV, INC. FIFTH AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT an underwriting agreement in customary form with the representative of the an underwriter or underwriters selected for such underwriting by the Initiating Holders holding a majority of the Registrable Securities held proposed to be included in the underwriting by such the Initiating Holders, which underwriters are reasonably acceptable but subject to the reasonable approval of the Company. Notwithstanding any other provision of this Section 2.11.2, if the underwriters advise managing underwriter(s) advises the Initiating Holders and the Company in writing that marketing factors require a limitation on of the number of shares to be underwritten, the Company will so advise all stockholders of securities that would otherwise be registered and underwritten pursuant hereto, and the number of shares included in the registration and underwriting will be allocated, first, to the Initiating Holders, second to the Holders of Registrable Securities and Other Shares that may be so included shall be allocated as follows: (i) firstrequesting inclusion, among all Holders requesting to include Registrable Securities in such registration statement based on the pro rata percentage of Registrable Securities held by such Holders, assuming conversion; (ii) second, to the Other Selling Stockholders; and (iii) third, to the Company, which fourth, to the Company may allocateFounders, and fifth, to other selling stockholders, in each case on a pro rata basis and in proportion, as nearly as practicable, to the total number of securities offered by such stockholders at its discretion, for its own account, or for the account time of other holders or employees filing of the Companyregistration statement. If a person who has requested inclusion in such registration as provided above does not agree to any Holder or Founder disapproves of the terms of any such the underwriting, such person shall be excluded Holder or Founder may elect to withdraw therefrom by written notice from to the Company, the underwriter or and the Initiating Holders. The securities so excluded shall withdrawn also will be withdrawn from registration. Any Registrable Securities or other securities excluded or withdrawn from such underwriting shall also be withdrawn from such registration. If shares are so withdrawn from the registration and if the number of shares to be included in such registration previously was previously reduced as a result of marketing factors pursuant to this Section 2.1(e)factors, then the Company shall then offer to all Holders and Other Selling Stockholders who have retained rights to include securities in the registration the right to include additional Registrable Securities or Other Shares securities in the registration in an aggregate amount equal to the number of shares so withdrawn, with such shares to be allocated among such Holders and Other Selling Stockholders requesting additional inclusion, as set forth aboveabove provided.

Underwriting. If the Initiating Holders intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company as a part of their request made pursuant to this Section 2.1 3.2, and the Company shall include such information in the written notice given pursuant referred to in Section 2.1(a)(i)3.2.1 above. In such event, the The right of any Preferred Holder to include all or any portion of its Registrable Securities in such registration pursuant to this Section 2.1 3.2 shall be conditioned upon such Preferred Holder’s 's participation in such underwriting and the inclusion of such Preferred Holder’s 's Registrable Securities in the underwriting to the extent provided herein. If the Company shall request inclusion in any registration pursuant to Section 2.1 of securities being sold for its own account, or if other persons shall request inclusion in any registration pursuant to Section 2.1, the Initiating Holders shall, on behalf of all Holders, offer A Preferred Holder may elect to include such securities in the underwriting and such offer shall be conditioned upon the participation of the Company or such other persons in such underwriting and the inclusion all or a part of the Company’s and such person’s other securities of the Company and their acceptance of the further applicable provisions of this Section 2 (including Section 2.10)Registrable Securities he holds. The Company shall (together with all Preferred Holders and other persons proposing to distribute their securities through such underwriting) enter into an underwriting agreement in customary form with the representative of the underwriter or underwriters selected for such underwriting by the Initiating Holders holding a majority of the Registrable Securities held by such Initiating Holders, which underwriters are and reasonably acceptable to the Company. Notwithstanding any other provision of this Section 2.13.2, if the underwriters advise the Initiating Holders in writing Underwriter determines that marketing factors require a limitation on the number of shares to be underwritten, the Underwriter may (subject to the allocation priority set forth below) limit the number of Registrable Securities to be included in the registration and Other Shares underwriting to not less than twenty percent (20%) of the securities which Preferred Holders have requested be included therein. The Company shall so advise all holders of securities requesting registration, and the number of shares of securities that may are entitled to be so included in the registration and underwriting shall be allocated as followsin the following priority: (i) first, among all Holders requesting Preferred Holders; second, among Major Shareholders in proportion, as nearly as practicable, to include Registrable Securities the respective amounts of securities which they had requested to be included in such registration statement based on at the pro rata percentage time of Registrable Securities held by such Holdersfiling the registration statement; and third, assuming conversion; (ii) secondamong all other stockholders in proportion, as nearly as practicable, to the Other Selling Stockholders; and (iii) third, respective amounts of securities which they had requested to the Company, which the Company may allocate, at its discretion, for its own account, or for the account of other holders or employees of the Company. If a person who has requested inclusion be included in such registration as provided above does not agree to at the time of filing the registration statement. If any holder requesting participation in the registration disapproves of the terms of any such underwriting, such person shall be excluded holder may elect to withdraw therefrom by written notice from to the Company, Company and the underwriter or the Initiating Holders. The securities so excluded shall also be withdrawn from registrationUnderwriter. Any Registrable Securities or other securities excluded or withdrawn from such underwriting shall also be withdrawn from such registration. If shares are the Underwriter has not limited the number of Registrable Securities or other securities to be underwritten, the Company may include its securities for its own account in such registration if the underwriter so withdrawn from the registration agrees and if the number of shares to be Registrable Securities and other securities which would otherwise have been included in such registration was previously reduced as a result of marketing factors pursuant to this Section 2.1(e), then the Company shall then offer to all Holders and Other Selling Stockholders who have retained rights to include securities in the registration the right to include additional Registrable Securities or Other Shares in the registration in an aggregate amount equal to the number of shares so withdrawn, with such shares to underwriting will not thereby be allocated among such Holders and Other Selling Stockholders requesting additional inclusion, as set forth abovelimited.

Underwriting. If the Initiating Holders intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company as a part of their request made pursuant to this Section 2.1 and the Company shall include such information in the its written notice given pursuant to Section 2.1(a)(i)the other Holders. In such event, the The right of any Holder to include all or any portion of its Registrable Securities in such registration pursuant to this Section 2.1 shall be conditioned upon such Holder’s participation in such underwriting and the inclusion of such Holder’s Registrable Securities in the underwriting to the extent provided herein. If the Company shall request inclusion in any registration pursuant to Section 2.1 of securities being sold for its own account, or if other persons shall request inclusion in any registration pursuant to Section 2.1, the Initiating Holders shall, on behalf of all Holders, offer to include such securities in the underwriting and such offer shall be conditioned upon the participation of the Company or such other persons in such underwriting and the inclusion of the Company’s and such person’s other securities of the Company and their acceptance of the further applicable provisions of this Section 2 (including Section 2.10). The Company shall (together with all Holders and other persons proposing to distribute their securities through such underwriting) enter into an underwriting agreement in customary form with the representative of the managing underwriter or underwriters selected for such underwriting by the Initiating Holders holding of a majority of the Registrable Securities held proposed by such Initiating Holders, which underwriters are reasonably acceptable Holders to the Companybe distributed through such underwriting. Notwithstanding any other provision of this Section 2.1Section, if the underwriters advise managing underwriter advises the Initiating Holders in writing that marketing factors require a limitation on of the number of shares to be underwritten, then, subject to the provisions of Section 5(a), the Company shall so advise all Holders and the number of shares of Registrable Securities and Other Shares that may be so included in the registration and underwriting shall be allocated as follows: (i) first, among all Holders requesting inclusion in the registration in proportion, as nearly as practicable, to include Registrable Securities in such registration statement based on the pro rata percentage respective amounts of Registrable Securities held originally requested by such HoldersHolders to be included in the registration statement; provided, assuming conversion; (ii) secondhowever, that the number of shares of Registrable Securities to be included in such underwriting and registration shall not be reduced unless all other securities of the Other Selling Stockholders; Company are first entirely excluded from the underwriting and (iii) thirdregistration. No Registrable Securities excluded from the underwriting by reason of the managing underwriter’s marketing limitation shall be included in such registration. If any Holder of Registrable Securities disapproves of the terms of the underwriting, such Holder may elect to withdraw therefrom by written notice to the Company, which the Company may allocate, at its discretion, for its own account, or for managing underwriter and the account of other holders or employees of the Company. If a person who has requested inclusion in such registration as provided above does not agree to the terms of any such underwriting, such person shall be excluded therefrom by written notice from the Company, the underwriter or the Initiating Holders. The Registrable Securities and/or other securities so excluded withdrawn shall also be withdrawn from registration. Any ; provided, however, that if by the withdrawal of such Registrable Securities or other securities excluded or withdrawn from such underwriting shall also be withdrawn from such registration. If shares are so withdrawn from the registration and if the a greater number of shares to Registrable Securities held by other Holders may be included in such registration was previously reduced as a result (up to the maximum of marketing factors pursuant to this Section 2.1(eany limitation imposed by the underwriters), then the Company shall then offer to all Holders and Other Selling Stockholders who have retained rights to include securities included Registrable Securities in the registration the right to include additional Registrable Securities or Other Shares in the same proportion used in determining the underwriter limitation in this Section. If the registration in an aggregate amount equal does not become effective due to the number withdrawal of shares so withdrawnRegistrable Securities, then either (1) the withdrawing Holders requesting registration shall reimburse the Company for expenses incurred in complying with such shares to the request or (2) the aborted registration shall be allocated among such Holders and Other Selling Stockholders requesting additional inclusion, treated as set forth aboveeffected for purposes of Section 5(a)(D).

Underwriting. If the Initiating Holders intend to distribute the Registrable Securities covered by their request by means of an underwriting, then they shall so advise the Company as a part of their request made pursuant to this Section 2.1 2.2 and the Company shall include such information in the written notice given pursuant Request Notice referred to in Section 2.1(a)(i2.2(a). In such eventthe event of an underwritten offering, the right of any Holder to include all or any portion of its Registrable Securities in such registration pursuant to this Section 2.1 shall be conditioned upon such Holder’s participation in such underwriting and the inclusion of such Holder’s Registrable Securities in the underwriting (unless otherwise mutually agreed by a majority in interest of the initiating Holders and such Holder) to the extent provided herein. If the Company shall request inclusion in any registration pursuant to Section 2.1 of securities being sold for its own account, or if other persons shall request inclusion in any registration pursuant to Section 2.1, the Initiating All Holders shall, on behalf of all Holders, offer to include such securities in the underwriting and such offer shall be conditioned upon the participation of the Company or such other persons in such underwriting and the inclusion of the Company’s and such person’s other securities of the Company and their acceptance of the further applicable provisions of this Section 2 (including Section 2.10). The Company shall (together with all Holders and other persons proposing to distribute their securities through such underwriting) underwriting shall enter into an underwriting agreement in customary form with the representative of the managing underwriter or underwriters selected for such underwriting by the Initiating Holders holding of a majority of the Registrable Securities held by such Initiating Holders, which underwriters are being registered and reasonably acceptable to the Company. Notwithstanding any other provision of this Section 2.12.2, if the underwriters advise underwriter(s) advise(s) the Initiating Holders Company in writing that marketing factors require a limitation on of the number of shares securities to be underwritten, then the Company shall so advise all Holders of Registrable Securities which would otherwise be registered and underwritten pursuant hereto, and the number of Registrable Securities and Other Shares that may be so included in the underwriting shall be reduced as required by the underwriter(s) and allocated as follows: (i) first, among all the Holders requesting to include Registrable Securities in such registration statement based on the pro rata percentage of Registrable Securities on a pro rata basis according to the number of Registrable Securities then outstanding held by each Holder requesting registration (including the Initiating Holders); provided, however, that the number of shares of Registrable Securities to be included in such Holdersunderwriting and registration shall not be reduced below twenty-five percent (25%) of the aggregate number of Registrable Securities for which inclusion has been requested, assuming conversion; (ii) secondand unless all other securities are first entirely excluded from the underwriting and registration including, to the Other Selling Stockholders; without limitation, all shares that are not Registrable Securities and (iii) thirdare held by any other person, to the Companyincluding, which without limitation, any person who is an employee, officer or director of the Company may allocate, at its discretion, for its own account, (or for the account of other holders or employees any PRC subsidiaries of the Company). If a person who has requested inclusion in such registration as provided above does not agree to any Holder disapproves of the terms of any such underwriting, such person shall be excluded Holder may elect to withdraw therefrom by written notice from to the CompanyCompany and the underwriter(s), delivered at least ten (10) Business Days prior to the underwriter or effective date of the Initiating Holders. The securities so excluded shall also be withdrawn from registrationRegistration Statement. Any Registrable Securities or and/or other securities so excluded or withdrawn from such underwriting shall also be withdrawn from such registration. If shares are so excluded and withdrawn from the registration registration. For any Holder that is a partnership, the Holder and if the number partners and retired partners 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, and for any Holder that is a corporation, the Holder and all corporations that are Affiliates of such Holder, shall be deemed to be a single “Holder,” and any pro rata reduction with respect to such “Holder” shall be based upon the aggregate amount of shares to be carrying registration rights owned by all entities and individuals included in such registration was previously reduced “Holder,” as a result of marketing factors pursuant to defined in this Section 2.1(e), then the Company shall then offer to all Holders and Other Selling Stockholders who have retained rights to include securities in the registration the right to include additional Registrable Securities or Other Shares in the registration in an aggregate amount equal to the number of shares so withdrawn, with such shares to be allocated among such Holders and Other Selling Stockholders requesting additional inclusion, as set forth abovesentence.

Underwriting. EXHIBIT B (a) If the Holders initiating the registration request under this Section 2 (the “Initiating Holders Holders”) intend to distribute the Registrable Securities covered by their request by means of an underwriting, then they shall so advise the Company as a part of their request made pursuant to this Section 2.1 2 and the Company shall include such information in the written notice given pursuant to Section 2.1(a)(i)Request Notice. In such event, the right of any Holder to include all or any portion of its Registrable Securities in such registration pursuant to this Section 2.1 shall be conditioned upon such Holder’s participation in such underwriting and the inclusion of such Holder’s Registrable Securities in the underwriting (unless otherwise mutually agreed by a majority in interest of the Initiating Holders and such Holder) to the extent provided herein. If the Company shall request inclusion in any registration pursuant to Section 2.1 of securities being sold for its own account, or if other persons shall request inclusion in any registration pursuant to Section 2.1, the Initiating All Holders shall, on behalf of all Holders, offer to include such securities in the underwriting and such offer shall be conditioned upon the participation of the Company or such other persons in such underwriting and the inclusion of the Company’s and such person’s other securities of the Company and their acceptance of the further applicable provisions of this Section 2 (including Section 2.10). The Company shall (together with all Holders and other persons proposing to distribute their securities through such underwriting) underwriting shall enter into an underwriting agreement in customary form with the representative of the managing underwriter or underwriters selected for such underwriting by the Initiating Holders holding of a majority of the Registrable Securities held by such Initiating Holders, which underwriters are being registered and reasonably acceptable to the Company. . (b) Notwithstanding any other provision of this Section 2.12, if the underwriters advise underwriter(s) advise(s) the Initiating Holders Company in writing that marketing factors require a limitation on of the number of shares securities to be underwrittenunderwritten then the Company shall so advise all Holders of Registrable Securities which would otherwise be registered and underwritten pursuant hereto, and the number of Registrable Securities and Other Shares that may be so included in the underwriting shall be reduced as required by the underwriter(s) and allocated as follows: (i) first, among all Holders requesting to include Registrable Securities in such registration statement based the Investors on the a pro rata percentage basis according to the number of Registrable Securities then Outstanding held by such Holders, assuming conversion; the Investors requesting registration and (ii) secondthen, to the Other Selling Stockholders; and (iii) third, other Holders of Registrable Securities on a pro rata basis according to the Companynumber of Registrable Securities then Outstanding held by each such Holder requesting registration; provided, which however, that the number of shares of Registrable Securities to be included in such underwriting and registration shall not be reduced unless all other securities are first entirely excluded from the underwriting and registration including, without limitation, all shares that are not Registrable Securities and are held by any other person, including, without limitation, any person who is an employee, officer or director of the Company may allocate, at its discretion, for its own account, or for the account of other holders or employees any subsidiary of the Company; provided further, that at least twenty-five percent (25%) of shares of Registrable Securities requested by the Holders to be included in such underwriting and registration shall be so included. If a person who has requested inclusion in such registration as provided above does not agree to any Holder disapproves of the terms of any such underwriting, such person shall be excluded Holder may elect to withdraw therefrom by written notice from to the CompanyCompany and the underwriter(s), delivered at least ten (10) Business Days prior to the underwriter or effective date of the Initiating Holders. The securities so excluded shall also be withdrawn from registrationregistration statement. Any Registrable Securities or other securities excluded or withdrawn from such underwriting shall also be withdrawn from such registration. If shares are so excluded and withdrawn from the registration and if the number of shares to be included in such registration was previously reduced as a result of marketing factors pursuant to this Section 2.1(e), then the Company shall then offer to all Holders and Other Selling Stockholders who have retained rights to include securities in the registration the right to include additional Registrable Securities or Other Shares in the registration in an aggregate amount equal to the number of shares so withdrawn, with such shares to be allocated among such Holders and Other Selling Stockholders requesting additional inclusion, as set forth aboveregistration.

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

Underwriting. If the Initiating Holders intend to distribute the Registrable Securities covered by their request by means of an underwritinga firm commitment underwritten offering, they shall so advise the Company as a part of their request made pursuant to this Section 2.1 1.2, and the Company shall include such information in so advise the written Holders as part of the notice given pursuant to Section 2.1(a)(i1.2(A)(1) or Section 1.2(B)(1), as applicable. The Initiating Holders shall designate any underwriter or underwriters to be retained in connection with any registration pursuant to this Section 1.2, which underwriters shall be reasonably acceptable to the Company. In such event, the right of any Holder to include all or any portion of its Registrable Securities in such registration pursuant to this Section 2.1 1.2 shall be conditioned upon such Holder’s 's participation in such the underwriting arrangements required by this Section 1.2, and the inclusion of such Holder’s 's Registrable Securities in the underwriting to the extent requested shall be limited to the extent provided herein. If the Company shall request inclusion in any registration pursuant to Section 2.1 of securities being sold for its own account, or if other persons shall request inclusion in any registration pursuant to Section 2.1, the Initiating Holders shall, on behalf of all Holders, offer to include such securities in the underwriting and such offer shall be conditioned upon the participation of the The Company or such other persons in such underwriting and the inclusion of the Company’s and such person’s other securities of the Company and their acceptance of the further applicable provisions of this Section 2 (including Section 2.10). The Company Exchangeco, as applicable, shall (together with all Holders and other persons proposing to distribute their securities through such underwriting) enter into an underwriting agreement in customary form with the representative of the managing underwriter or underwriters selected for such underwriting by the Initiating Holders holding a majority in interest of the Registrable Securities held by such Initiating Holders, which underwriters are reasonably acceptable but subject to the Company's or Exchangeco's, as applicable, reasonable approval. Notwithstanding any other provision of this Section 2.11.2, if the underwriters advise managing underwriter advises the Initiating Holders in writing that marketing factors require a limitation on of the number of shares to be underwrittenunderwritten (including Registrable Securities), then the number Company or Exchangeco, as applicable, shall so advise all holders of Registrable Securities and Other Shares the number of shares of Registrable Securities that may be so included in the registration and underwriting shall be allocated as follows: (i) first, among all Holders requesting in proportion, as nearly as practicable, to include Registrable Securities in such registration statement based on the pro rata percentage respective amounts of Registrable Securities held by such HoldersHolders at the time of filing the registration statement; provided, assuming conversion; (ii) secondhowever, that, the number of shares of Registrable Securities held by the Initiating Holders to the Other Selling Stockholders; be included in such underwriting and (iii) third, to the Company, which registration shall not be reduced unless all other securities of the Company may allocate(including any Philips Registrable Securities) or Exchangeco, at its discretionas applicable, for its own account, or for are first entirely excluded from the account of other holders or employees of the Companyunderwriting and registration. If a person who has requested inclusion in such registration as provided above does not agree to the terms of any such underwriting, such person shall be excluded therefrom by written notice from the Company, the underwriter or the Initiating Holders. The securities so excluded shall also be withdrawn from registration. Any Registrable Securities or other securities excluded or withdrawn from such underwriting shall also be withdrawn from such registration. If shares are so withdrawn from the registration and if limitation on the number of shares to be included in such registration was previously reduced shall still be required after giving effect to the limitation in the preceding sentence, the Company or Exchangeco, as applicable, shall so advise the Holders, and the number of shares that may be included in the underwriting shall be allocated to the Holders, in proportion, as nearly as practicable, to the respective amounts of Registrable Securities then held by Holders requesting to have shares included in the registration statement; and provided, that, if, as a result of marketing factors exclusions by the underwriter or underwriters pursuant to this Section 2.1(e1.2(D), less than fifty percent (50%) of the aggregate shares of Registrable Securities registered in such offering shall be for the account of Holders, then such registration shall not be treated as an exercise of one of the five (5) registration rights of Holders pursuant to this Section 1.2. No Registrable Securities excluded from the underwriting by reason of the underwriter's marketing limitation shall be included in such registration. To facilitate the allocation of shares in accordance with the above provisions, the Company shall then offer to all Holders and Other Selling Stockholders who have retained rights to include securities in or Exchangeco, as applicable, or the registration the right to include additional Registrable Securities or Other Shares in the registration in an aggregate amount equal to underwriters may round the number of shares so withdrawnallocated to any Holder to the nearest one hundred (100) shares. If any Holder of Registrable Securities disapproves of the terms of the underwriting, with such shares person may elect to be allocated among such Holders and Other Selling Stockholders requesting additional inclusionwithdraw therefrom by written notice to the Company or Exchangeco, as set forth aboveapplicable, the managing underwriter and the Initiating Holders. The Registrable Securities so withdrawn shall also be withdrawn from registration, and such Registrable Securities shall not be transferred in a public distribution prior to ninety (90) days after the effective date of such registration, or such other shorter period of time as the underwriters may require.

Underwriting. If the Initiating Holders initiating the registration request under this Clause 3 (the "INITIATING HOLDERS") intend to distribute the Registrable Securities covered by included in their request by means of an underwriting, then they shall so advise the Company as a part of their request made pursuant to this Section 2.1 Clause 3 and the Company shall include such information in the written notice given pursuant to Section 2.1(a)(i)Request Notice. In such event, the right of any Holder to include all or any portion of its Registrable Securities in such registration pursuant to this Section 2.1 shall be conditioned upon such Holder’s 's participation in such underwriting and the inclusion of such Holder’s 's Registrable Securities in the underwriting (unless otherwise mutually agreed by a Majority in interest of the Initiating Holders and such Holder) to the extent provided herein. If the Company shall request inclusion in any registration pursuant to Section 2.1 of securities being sold for its own account, or if other persons shall request inclusion in any registration pursuant to Section 2.1, the Initiating All Holders shall, on behalf of all Holders, offer to include such securities in the underwriting and such offer shall be conditioned upon the participation of the Company or such other persons in such underwriting and the inclusion of the Company’s and such person’s other securities of the Company and their acceptance of the further applicable provisions of this Section 2 (including Section 2.10). The Company shall (together with all Holders and other persons proposing to distribute their securities through such underwriting) underwriting shall enter into an underwriting agreement in customary form with the representative of the managing underwriter or underwriters selected for such underwriting by the Initiating Holders holding of a majority Majority of the Registrable Securities held by such Initiating Holders, which underwriters are being registered and reasonably acceptable to the Company. Notwithstanding any other provision of this Section 2.1Clause 3, if the underwriters advise underwriter(s) advise(s) the Initiating Holders Company in writing that marketing factors require a limitation on of the number of shares securities to be underwritten, then the Company shall so advise all Holders of Registrable Securities which would otherwise be registered and underwritten pursuant hereto, and the number of Registrable Securities and Other Shares that may be so included in the underwriting shall be reduced as required by the underwriter(s) and allocated as follows: (i) first, among all the Holders requesting to include Registrable Securities in such registration statement based on the pro rata percentage of Registrable Securities on a pro rata basis according to the number of Registrable Securities then Outstanding held by each Holder requesting registration (including the Initiating Holders); provided, however, that the number of shares of Registrable Securities to be included in such Holdersunderwriting and registration shall not be reduced unless all other securities are first entirely excluded from the underwriting and registration including, assuming conversion; (ii) secondwithout limitation, to the Other Selling Stockholders; all Shares that are not Registrable Securities and (iii) thirdare held by any other Person, to the Companyincluding, which without limitation, any Person who is an employee, officer or director of the Company may allocate, at its discretion, for its own account, or for the account of other holders or employees any subsidiary of the Company; provided further, that at least twenty-five percent (25)% of shares of Registrable Securities requested by the Holders to be included in such underwriting and registration shall be so included. If a person who has requested inclusion in such registration as provided above does not agree to any Holder disapproves of the terms of any such underwriting, such person shall be excluded Holder may elect to withdraw therefrom by written notice from to the CompanyCompany and the underwriter(s), delivered at least ten (10) Business Days prior to the underwriter or effective date of the Initiating Holders. The securities so excluded shall also be withdrawn from registrationregistration statement. Any Registrable Securities or other securities excluded or withdrawn from such underwriting shall also be withdrawn from such registration. If shares are so excluded and withdrawn from the registration and if the number of shares to be included in such registration was previously reduced as a result of marketing factors pursuant to this Section 2.1(e), then the Company shall then offer to all Holders and Other Selling Stockholders who have retained rights to include securities in the registration the right to include additional Registrable Securities or Other Shares in the registration in an aggregate amount equal to the number of shares so withdrawn, with such shares to be allocated among such Holders and Other Selling Stockholders requesting additional inclusion, as set forth aboveregistration.

Underwriting. If the Initiating Holders intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company as a part of their request made pursuant to this Section 2.1 5(a) and the Company shall include such information in the written notice given pursuant referred to in Section 2.1(a)(i5(a). In such event, the The right of any Holder to include all or any portion of its Registrable Securities in such registration pursuant to this Section 2.1 5 shall be conditioned upon such Holder’s 's participation in such underwriting and the inclusion of such Holder’s 's Registrable Securities to be registered in the underwriting to the extent requested (unless otherwise mutually agreed by a majority in interest of the Holders) and to the extent provided herein. If the Company shall request inclusion in any registration pursuant to Section 2.1 of securities being sold for its own account, or if other persons shall request inclusion in any registration pursuant to Section 2.1, the Initiating Holders shall, on behalf of all Holders, offer A Holder may elect to include such securities in the underwriting and such offer shall be conditioned upon the participation of the Company or such other persons in such underwriting and the inclusion all or a part of the Company’s and Registrable Securities such person’s other securities of the Company and their acceptance of the further applicable provisions of this Section 2 (including Section 2.10)Holder holds. The Company shall (together with all Holders and other persons proposing to distribute their securities through such underwriting) enter into an underwriting agreement in customary form with the representative of the managing underwriter or underwriters selected mutually agreed upon for such underwriting by the Initiating Holders holding Company and a majority in interest of the Registrable Securities held by such Initiating Holders, which underwriters are reasonably acceptable to the Company. Notwithstanding any other provision of this Section 2.15, if the underwriters advise managing underwriter advises the Initiating Holders in writing that marketing factors require a limitation on of the number of shares to be underwritten, then, subject to the provisions of Section 5(a), the Company shall so advise all Holders and the number of shares that may be included in the registration and underwriting shall be allocated among all persons or entities requesting inclusion in the registration as follows: (A) all securities proposed to be offered by the Company for its own account or for the account of holders of securities other than Registrable Securities shall be excluded before any Registrable Securities are excluded; and (B) if, after all non-Registrable Securities have been excluded, additional limitations are required, then the number of Registrable Securities and Other Shares that may be so included in the registration shall be allocated as follows: (i) first, among all Holders requesting inclusion thereof in the registration in proportion, as nearly as practicable, to include Registrable Securities in such registration statement based on the pro rata percentage respective amounts of Registrable Securities held by such HoldersHolder. If any Holder of Registrable Securities disapproves of the terms of the underwriting, assuming conversion; (ii) second, such person may elect to the Other Selling Stockholders; and (iii) third, withdraw therefrom by written notice to the Company, which the Company may allocate, at its discretion, for its own account, or for managing underwriter and the account of other holders or employees of the Company. If a person who has requested inclusion in such registration as provided above does not agree to the terms of any such underwriting, such person shall be excluded therefrom by written notice from the Company, the underwriter or the Initiating Holders. The Registrable Securities and/or other securities so excluded withdrawn shall also be withdrawn from registration. Any ; provided, however, that if by the withdrawal of such Registrable Securities or other securities excluded or withdrawn from such underwriting shall also be withdrawn from such registration. If shares are so withdrawn from the registration and if the a greater number of shares to Registrable Securities held by other Holders may be included in such registration was previously reduced as a result (up to the maximum of marketing factors pursuant to this Section 2.1(eany limitation imposed by the underwriters), then the Company shall then offer to all Holders and Other Selling Stockholders who have retained rights to include securities included Registrable Securities in the registration the right to include additional Registrable Securities or Other Shares in the same proportion used in determining the underwriter limitation in this Section 5(b). If the registration in an aggregate amount equal does not become effective due to the number withdrawal of shares so withdrawnRegistrable Securities at the behest of the Holder(s) of such Registrable Securities and the withdrawal of the registration is not at the request or on the advice of the Company or the underwriter nor is the result of a material adverse change in the Company's business, financial condition, results of operations or prospects since the date of the written request of the Initiating Holders pursuant to this Section 5, then either (1) the Holders requesting registration shall reimburse the Company for expenses incurred in complying with such shares to the request or (2) the aborted registration shall be allocated among such Holders and Other Selling Stockholders requesting additional inclusion, treated as set forth aboveeffected for purposes of Section 5(a)(B).

Underwriting. If the Holders initiating the registration request under this Section 3 (the “Initiating Holders Holders”) intend to distribute the Registrable Securities covered by their request by means of an underwriting, then they shall so advise the Company as a part of their request made pursuant to this Section 2.1 3 and the Company shall include such information in the written notice given pursuant to Section 2.1(a)(i)Request Notice. In such event, the right of any Holder to include all or any portion of its Registrable Securities in such registration pursuant to this Section 2.1 shall be conditioned upon such Holder’s participation in such underwriting and the inclusion of such Holder’s Registrable Securities in the underwriting (unless otherwise mutually agreed by a majority in interest of the Initiating Holders and such other Holders) to the extent provided herein. If the Company shall request inclusion in any registration pursuant to Section 2.1 of securities being sold for its own account, or if other persons shall request inclusion in any registration pursuant to Section 2.1, the Initiating All Holders shall, on behalf of all Holders, offer to include such securities in the underwriting and such offer shall be conditioned upon the participation of the Company or such other persons in such underwriting and the inclusion of the Company’s and such person’s other securities of the Company and their acceptance of the further applicable provisions of this Section 2 (including Section 2.10). The Company shall (together with all Holders and other persons proposing to distribute their securities through such underwriting) underwriting shall enter into an underwriting agreement in customary form with the representative of the managing underwriter or underwriters selected for such underwriting by the Initiating Holders holding of a majority of the voting power of the Registrable Securities held by such Initiating Holders, which underwriters are being registered and reasonably acceptable to the Company. Notwithstanding any other provision of this Section 2.13, if the underwriters advise underwriter(s) advise(s) the Initiating Holders Company in writing that marketing factors require a limitation on of the number of shares securities to be underwritten, then the Company shall so advise all Holders of Registrable Securities which would otherwise be registered and underwritten pursuant hereto, and the number of Registrable Securities and Other Shares that may be so included in the underwriting shall be allocated reduced as follows: (irequired by the underwriter(s) and the number of shares that may be included in the registration and the underwriting shall be allocated, first, among all to each of the Holders requesting to include inclusion of their Registrable Securities in such registration statement on a pro rata basis based on the pro rata percentage total number of shares of Registrable Securities then held by each such HoldersHolder, assuming conversion; (ii) and second, to the Other Selling Stockholders; Company and (iii) third, to the Company, which holders of other securities of the Company may allocate(as applicable); provided, at its discretionhowever, for its own accountthat the right of the underwriter(s) to exclude shares (including Registrable Securities) from the registration and underwriting as described above shall be restricted so that all shares that are not Registrable Securities and are held by any person (other than any Holder), including, without limitation, any person who is an employee, officer or for director of the account of other holders Company (or employees any subsidiary of the Company) shall first be excluded from such registration and underwriting before any Registrable Securities are so excluded. If a person who has requested inclusion in such registration as provided above does not agree to any Holder disapproves of the terms of any such underwriting, such person shall be excluded Holder may elect to withdraw therefrom by written notice from to the CompanyCompany and the underwriter(s), delivered at least ten (10) Business Days prior to the underwriter or effective date of the Initiating Holders. The securities so excluded shall also be withdrawn from registrationregistration statement. Any Registrable Securities or other securities excluded or withdrawn from such underwriting shall also be withdrawn from such registration. If shares are so excluded and withdrawn from the registration and if the number of shares to be included in such registration was previously reduced as a result of marketing factors pursuant to this Section 2.1(e), then the Company shall then offer to all Holders and Other Selling Stockholders who have retained rights to include securities in the registration the right to include additional Registrable Securities or Other Shares in the registration in an aggregate amount equal to the number of shares so withdrawn, with such shares to be allocated among such Holders and Other Selling Stockholders requesting additional inclusion, as set forth aboveregistration.

Underwriting. If the Initiating Holders intend to distribute the Registrable Securities covered by their request by means of an underwriting, then they shall so advise the Company as a part of their request made pursuant to this Section 2.1 3.03 and the Company shall include such information in the written notice given pursuant to Section 2.1(a)(i)Request Notice. In such event, the right of any other Holder to include all or any portion of its Registrable Securities in such registration pursuant to this Section 2.1 shall be conditioned upon such other Holder’s participation in such underwriting and the inclusion of such Holder’s Registrable Securities in the underwriting (unless otherwise mutually agreed by a majority in interest of the Initiating Holders and such other Holder) to the extent provided herein. If the Company shall request inclusion in any registration pursuant to Section 2.1 of securities being sold for its own account, or if other persons shall request inclusion in any registration pursuant to Section 2.1, the Initiating All Holders shall, on behalf of all Holders, offer to include such securities in the underwriting and such offer shall be conditioned upon the participation of the Company or such other persons in such underwriting and the inclusion of the Company’s and such person’s other securities of the Company and their acceptance of the further applicable provisions of this Section 2 (including Section 2.10). The Company shall (together with all Holders and other persons proposing to distribute their securities Registrable Securities through such underwriting) underwriting shall enter into an underwriting agreement in customary form with the representative of the managing underwriter or underwriters selected for such underwriting by the Company; provided, however, that if a majority in interest of the Initiating Holders holding have not agreed with such underwriter as to terms and conditions of such underwriting within twenty (20) days following commencement of such negotiations, a majority in interest of the Registrable Securities held by such Initiating Holders, which underwriters are reasonably acceptable to the CompanyHolders may select an underwriter of their choice. Notwithstanding any other provision of this Agreement but subject to Section 2.13.13, if the underwriters advise underwriter(s) advise(s) the Initiating Holders Company in writing in good faith that marketing factors require a limitation on of the number of shares securities to be underwritten, then the Company shall so advise all Holders which would otherwise be registered and underwritten pursuant hereto, and the number of Registrable Securities and Other Shares that may be so included in the underwriting shall be reduced as required by the underwriter(s) and allocated among the Holders on a pro rata basis according to the number of Registrable Securities then outstanding held by each Holder requesting registration (including the Initiating Holders); provided, however, that the right of the underwriter(s) to exclude shares (including Registrable Securities) from the registration and underwriting as follows: described in this Section 3.04(b) shall be restricted so that (i) first, among all Holders requesting to include the number of Registrable Securities included in such registration statement based on and underwriting is not reduced to below thirty percent (30%) of the pro rata percentage aggregate number of Registrable Securities held for which inclusion has been requested by such the Initiating Holders, assuming conversion; and (ii) secondall other securities that are not Registrable Securities, to the Other Selling Stockholders; including, but not limited to, Ordinary Shares or all other shares that are not Registrable Securities and (iii) thirdare held by any other person, to the Companyincluding, which without limitation, any person who is an employee, consultant, officer or director of the Company may allocate, at its discretion, for its own account, (or for the account of other holders or employees any Subsidiary of the Company) shall first be excluded in entirety from such registration and underwriting before any Registrable Securities are so excluded. If a person who has requested inclusion in such registration as provided above does not agree to any Holder disapproves of the terms of any such underwriting, such person shall be excluded Holder may elect to withdraw therefrom by written notice from to the CompanyCompany and the underwriter(s), delivered at least ten (10) Business Days prior to the underwriter or effective date of the Initiating Holdersregistration statement. The securities so excluded shall also be withdrawn from registration. Any If, by the withdrawal of such Registrable Securities, a greater number of Registrable Securities or held by other securities excluded or withdrawn from such underwriting shall also be withdrawn from such registration. If shares are so withdrawn from the registration and if the number of shares to Holders may be included in such registration was previously reduced as a result of marketing factors pursuant (up to this Section 2.1(ethe limit imposed by the underwriters), then the Company shall then offer to all Holders and Other Selling Stockholders who have retained rights to include securities included Registrable Securities in the registration the right to include additional Registrable Securities or Other Shares in the registration same proportion used in an aggregate amount equal to determining the number of shares so withdrawn, with such shares to be allocated among such Holders and Other Selling Stockholders requesting additional inclusion, limitation as set forth above. Any Registrable Securities excluded or withdrawn from such underwriting shall be excluded and withdrawn from the registration.

Underwriting. If the Holders initiating the registration request under this Section 2.3 (the “Initiating Holders Holders”) intend to distribute the Registrable Securities covered by their request by means of an underwriting, then they shall so advise the Company as a part of their request made pursuant to this Section 2.1 2.3 and the Company shall include such information in the written notice given pursuant to Section 2.1(a)(i)Request Notice. In such event, the right of any Holder to include all or any portion of its Registrable Securities in such registration pursuant to this Section 2.1 shall be conditioned upon such Holder’s participation in such underwriting and the inclusion of such Holder’s Registrable Securities in the underwriting (unless otherwise mutually agreed by a majority in interest of the Initiating Holders and such Holder) to the extent provided herein. If the Company shall request inclusion in any registration pursuant to Section 2.1 of securities being sold for its own account, or if other persons shall request inclusion in any registration pursuant to Section 2.1, the Initiating All Holders shall, on behalf of all Holders, offer to include such securities in the underwriting and such offer shall be conditioned upon the participation of the Company or such other persons in such underwriting and the inclusion of the Company’s and such person’s other securities of the Company and their acceptance of the further applicable provisions of this Section 2 (including Section 2.10). The Company shall (together with all Holders and other persons proposing to distribute their securities through such underwriting) underwriting shall enter into an underwriting agreement in customary form with the representative of the managing underwriter or underwriters selected for such underwriting by the Initiating Holders holding of a majority of the Registrable Securities held by such Initiating Holders, which underwriters are being registered and reasonably acceptable to the Company. Notwithstanding any other provision of this Section 2.12.3, if the underwriters advise underwriter(s) advise(s) the Initiating Holders Company in writing that marketing factors require a limitation on of the number of shares securities to be underwritten, then the Company shall so advise all Holders of Registrable Securities which would otherwise be registered and underwritten pursuant hereto, and the number of Registrable Securities and Other Shares that may be so included in the underwriting shall be reduced as required by the underwriter(s) and allocated as follows: (i) first, among all the Holders requesting to include Registrable Securities in such registration statement based on the pro rata percentage of Registrable Securities on a pro rata basis according to the number of Registrable Securities then outstanding held by each Holder requesting registration (including the Initiating Holders); provided, however, that the number of shares of Registrable Securities to be included in such Holdersunderwriting and registration shall not be reduced unless all other securities are first entirely excluded from the underwriting and registration including, assuming conversion; (ii) secondwithout limitation, to the Other Selling Stockholders; all shares that are not Registrable Securities and (iii) thirdare held by any other person, to the Companyincluding, which without limitation, any person who is an employee, officer or director of the Company may allocate, at its discretion, for its own account, or for the account of other holders or employees any subsidiary of the Company; provided further, that at least thirty percent (30%) of shares of Registrable Securities requested by the Holders to be included in such underwriting and registration shall be so included. If a person who has requested inclusion in such registration as provided above does not agree to any Holder disapproves of the terms of any such underwriting, such person shall be excluded Holder may elect to withdraw therefrom by written notice from to the CompanyCompany and the underwriter(s), delivered at least ten (10) business days prior to the underwriter or effective date of the Initiating Holders. The securities so excluded shall also be withdrawn from registrationregistration statement. Any Registrable Securities or other securities excluded or withdrawn from such underwriting shall also be withdrawn from such registration. If shares are so excluded and withdrawn from the registration and if the number of shares to be included in such registration was previously reduced as a result of marketing factors pursuant to this Section 2.1(e), then the Company shall then offer to all Holders and Other Selling Stockholders who have retained rights to include securities in the registration the right to include additional Registrable Securities or Other Shares in the registration in an aggregate amount equal to the number of shares so withdrawn, with such shares to be allocated among such Holders and Other Selling Stockholders requesting additional inclusion, as set forth aboveregistration.

Underwriting. If the Initiating Holders initiating the registration request under this Section 2.2 ("INITIATING HOLDERS") intend to distribute the Registrable Securities covered by their request by means of an underwriting, then they shall so advise the Company as a part of their request made pursuant to this Section 2.1 2.2 and the Company shall include such information in the written notice given pursuant referred to in Section 2.1(a)(i2.2(a). In such event, the right of any Holder to include all or any portion of its his Registrable Securities in such registration pursuant to this Section 2.1 shall be conditioned upon such Holder’s 's participation in such underwriting and the inclusion of such Holder’s 's Registrable Securities in the underwriting (unless otherwise mutually agreed by a majority in interest of the Initiating Holders and such Holder) to the extent provided herein. If the Company shall request inclusion in any registration pursuant to Section 2.1 of securities being sold for its own account, or if other persons shall request inclusion in any registration pursuant to Section 2.1, the Initiating All Holders shall, on behalf of all Holders, offer to include such securities in the underwriting and such offer shall be conditioned upon the participation of the Company or such other persons in such underwriting and the inclusion of the Company’s and such person’s other securities of the Company and their acceptance of the further applicable provisions of this Section 2 (including Section 2.10). The Company shall (together with all Holders and other persons proposing to distribute their securities through such underwriting) underwriting shall enter into an underwriting agreement in customary form with the representative of the managing underwriter or underwriters selected for such underwriting by the Initiating Holders holding Company and a majority in interest of the Registrable Securities held by such Initiating Holders, which underwriters are reasonably acceptable to the Company. Notwithstanding any other provision of this Section 2.12.2, if the underwriters advise underwriter(s) advise(s) the Initiating Holders Company in writing that marketing factors require a limitation on of the number of shares securities to be underwrittenunderwritten then the Company shall so advise all Holders of Registrable Securities that would otherwise be registered and underwritten pursuant hereto, and the number of Registrable Securities and Other Shares that may be so included in the underwriting shall be reduced as required by the underwriter(s) and allocated as follows: (i) first, among all the Holders requesting to include Registrable Securities in such registration statement based on the pro rata percentage of Registrable Securities on a pro rata basis according to the number of Registrable Securities then outstanding held by such Holders, assuming conversion; each Holder requesting registration (ii) second, to the Other Selling Stockholders; and (iii) third, to the Company, which the Company may allocate, at its discretion, for its own account, or for the account of other holders or employees of the Company. If a person who has requested inclusion in such registration as provided above does not agree to the terms of any such underwriting, such person shall be excluded therefrom by written notice from the Company, the underwriter or including the Initiating Holders. The ); provided, however, that the number of shares of Registrable Securities to be included in such underwriting and registration shall not be reduced unless all other securities so of the Company are first entirely excluded shall also be withdrawn from the underwriting and registration. Any Registrable Securities or other securities excluded or and withdrawn from such underwriting shall also be withdrawn from such the registration. If shares are so withdrawn from the registration and if the number of shares to be included in such registration was previously reduced as a result of marketing factors pursuant to this Section 2.1(e), then the Company shall then offer to all Holders and Other Selling Stockholders who have retained rights to include securities in the registration the right to include additional Registrable Securities or Other Shares in the registration in an aggregate amount equal to the number of shares so withdrawn, with such shares to be allocated among such Holders and Other Selling Stockholders requesting additional inclusion, as set forth above.

Underwriting. If the Holders initiating the registration request under this Section 3.3 (the “Initiating Holders Holders”) intend to distribute the Registrable Securities covered by their request by means of an underwriting, then they shall so advise the Company as a part of their request made pursuant to this Section 2.1 3.3 and the Company shall include such information in the written notice given pursuant to Section 2.1(a)(i)Request Notice. In such event, the right of any Holder to include all or any portion of its Registrable Securities in such registration pursuant to this Section 2.1 shall be conditioned upon such Holder’s participation in such underwriting and the inclusion of such Holder’s Registrable Securities in the underwriting (unless otherwise mutually agreed by a majority in interest of the Initiating Holders and such Holder) to the extent provided herein. If the Company shall request inclusion in any registration pursuant to Section 2.1 of securities being sold for its own account, or if other persons shall request inclusion in any registration pursuant to Section 2.1, the Initiating All Holders shall, on behalf of all Holders, offer to include such securities in the underwriting and such offer shall be conditioned upon the participation of the Company or such other persons in such underwriting and the inclusion of the Company’s and such person’s other securities of the Company and their acceptance of the further applicable provisions of this Section 2 (including Section 2.10). The Company shall (together with all Holders and other persons proposing to distribute their securities through such underwriting) underwriting shall enter into an underwriting agreement in customary form with the representative of the managing underwriter or underwriters selected for such underwriting by the Initiating Holders holding of a majority of the Registrable Securities held by such Initiating Holders, which underwriters are being registered and reasonably acceptable to the Company. Notwithstanding any other provision of this Section 2.13.3, if the underwriters advise underwriter(s) advise(s) the Initiating Holders Company in writing that marketing factors require a limitation on of the number of shares securities to be underwritten, then the Company shall so advise all Holders of Registrable Securities which would otherwise be registered and underwritten pursuant hereto, and the number of Registrable Securities and Other Shares that may be so included in the underwriting shall be reduced as required by the underwriter(s) and allocated as follows: (i) first, among all the Holders requesting to include Registrable Securities in such registration statement based on the pro rata percentage of Registrable Securities on a pro rata basis according to the number of Registrable Securities then outstanding held by each Holder requesting registration (including the Initiating Holders); provided, however, that the number of shares of Registrable Securities to be included in such Holdersunderwriting and registration shall not be reduced unless all other securities are first entirely excluded from the underwriting and registration including, assuming conversion; (ii) secondwithout limitation, to the Other Selling Stockholders; all shares that are not Registrable Securities and (iii) thirdare held by any other Person, to the Companyincluding, which without limitation, any Person who is an employee, officer or director of the Company may allocate, at its discretion, for its own account, or for the account of other holders or employees any Subsidiary of the Company; provided further, that at least thirty percent (30%) of shares of Registrable Securities requested by the Holders to be included in such underwriting and registration shall be so included. If a person who has requested inclusion in such registration as provided above does not agree to any Holder disapproves of the terms of any such underwriting, such person shall be excluded Holder may elect to withdraw therefrom by written notice from to the CompanyCompany and the underwriter(s), delivered at least ten (10) Business Days prior to the underwriter or effective date of the Initiating Holders. The securities so excluded shall also be withdrawn from registrationregistration statement. Any Registrable Securities or other securities excluded or withdrawn from such underwriting shall also be withdrawn from such registration. If shares are so excluded and withdrawn from the registration and if the number of shares to be included in such registration was previously reduced as a result of marketing factors pursuant to this Section 2.1(e), then the Company shall then offer to all Holders and Other Selling Stockholders who have retained rights to include securities in the registration the right to include additional Registrable Securities or Other Shares in the registration in an aggregate amount equal to the number of shares so withdrawn, with such shares to be allocated among such Holders and Other Selling Stockholders requesting additional inclusion, as set forth aboveregistration.

Underwriting. If the Holders initiating the registration request under this Section 2.3 (the “Initiating Holders Holders”) intend to distribute the Registrable Securities covered by their request by means of an underwriting, then they shall so advise the Company as a part of their request made pursuant to this Section 2.1 2.3 and the Company shall include such information in the written notice given pursuant to Section 2.1(a)(i)Request Notice. In such event, the right of any Holder to include all or any portion of its Registrable Securities in such registration pursuant to this Section 2.1 shall be conditioned upon such Holder’s participation in such underwriting and the inclusion of such Holder’s Registrable Securities in the underwriting (unless otherwise mutually agreed by a majority in interest of the Initiating Holders and such Holder) to the extent provided herein. If the Company shall request inclusion in any registration pursuant to Section 2.1 of securities being sold for its own account, or if other persons shall request inclusion in any registration pursuant to Section 2.1, the Initiating All Holders shall, on behalf of all Holders, offer to include such securities in the underwriting and such offer shall be conditioned upon the participation of the Company or such other persons in such underwriting and the inclusion of the Company’s and such person’s other securities of the Company and their acceptance of the further applicable provisions of this Section 2 (including Section 2.10). The Company shall (together with all Holders and other persons proposing to distribute their securities through such underwriting) underwriting shall enter into an underwriting agreement in customary form with the representative of the managing underwriter or underwriters selected for such underwriting by the Initiating Holders holding of a majority of the Registrable Securities held by such Initiating Holders, which underwriters are being registered and reasonably acceptable to the Company. Notwithstanding any other provision of this Section 2.12.3, if the underwriters advise underwriter(s) advise(s) the Initiating Holders Company in writing that marketing factors require a limitation on of the number of shares securities to be underwrittenunderwritten then the Company shall so advise all Holders of Registrable Securities which would otherwise be registered and underwritten pursuant hereto, and the number of Registrable Securities and Other Shares that may be so included in the underwriting shall be reduced as required by the underwriter(s) and allocated as follows: (i) first, among all to the Holders requesting to include Registrable Securities in such registration statement based on the pro rata percentage of Registrable Securities on a pro rata basis according to the number of Registrable Securities then outstanding held by each such HoldersHolder requesting registration; provided, assuming conversion; (ii) secondhowever, that the number of shares of Registrable Securities to be included in such underwriting and registration shall not be reduced unless all other securities are first entirely excluded from the Other Selling Stockholders; underwriting and (iii) thirdregistration including, to the Companywithout limitation, which all shares that are not Registrable Securities and are held by any other person, including, without limitation, any person who is an employee, officer or director of the Company may allocate, at its discretion, for its own account, or for the account of other holders or employees any Subsidiary of the Company. If a person who has requested inclusion in such registration as provided above does not agree to any Holder disapproves of the terms of any such underwriting, such person shall be excluded Holder may elect to withdraw therefrom by written notice from to the CompanyCompany and the underwriter(s), delivered at least ten (10) Business Days prior to the underwriter or effective date of the Initiating Holders. The securities so excluded shall also be withdrawn from registrationregistration statement. Any Registrable Securities or other securities excluded or withdrawn from such underwriting shall also be withdrawn from such registration. If shares are so excluded and withdrawn from the registration and if the number of shares to be included in such registration was previously reduced as a result of marketing factors pursuant to this Section 2.1(e), then the Company shall then offer to all Holders and Other Selling Stockholders who have retained rights to include securities in the registration the right to include additional Registrable Securities or Other Shares in the registration in an aggregate amount equal to the number of shares so withdrawn, with such shares to be allocated among such Holders and Other Selling Stockholders requesting additional inclusion, as set forth aboveregistration.

Underwriting. If the Holders initiating the registration request under this Section 2.3 (the “Initiating Holders Holders”) intend to distribute the Registrable Securities covered by their request by means of an underwriting, then they shall so advise the Company as a part of their request made pursuant to this Section 2.1 2.3 and the Company shall include such information in the written notice given pursuant to Section 2.1(a)(i)Request Notice. In such event, the right of any Holder to include all or any portion of its Registrable Securities in such registration pursuant to this Section 2.1 shall be conditioned upon such Holder’s participation in such underwriting and the inclusion of such Holder’s Registrable Securities in the underwriting (unless otherwise mutually agreed by a majority in interest of the Initiating Holders and such Holder) to the extent provided herein. If the Company shall request inclusion in any registration pursuant to Section 2.1 of securities being sold for its own account, or if other persons shall request inclusion in any registration pursuant to Section 2.1, the Initiating All Holders shall, on behalf of all Holders, offer to include such securities in the underwriting and such offer shall be conditioned upon the participation of the Company or such other persons in such underwriting and the inclusion of the Company’s and such person’s other securities of the Company and their acceptance of the further applicable provisions of this Section 2 (including Section 2.10). The Company shall (together with all Holders and other persons proposing to distribute their securities through such underwriting) underwriting shall enter into an underwriting agreement in customary form with the representative of the managing underwriter or underwriters selected for such underwriting by the Initiating Holders holding of a majority of the Registrable Securities held by such Initiating Holders, which underwriters are being registered and reasonably acceptable to the Company. Notwithstanding any other provision of this Section 2.12.3, if the underwriters advise underwriter(s) advise(s) the Initiating Holders Company in writing that marketing factors require a limitation on of the number of shares securities to be underwritten, then the Company shall so advise all Holders of Registrable Securities which would otherwise be registered and underwritten pursuant hereto, and the number of Registrable Securities and Other Shares that may be so included in the underwriting shall be reduced as required by the underwriter(s) and allocated as follows: (i) first, among all the Holders requesting to include Registrable Securities in such registration statement based on the pro rata percentage of Registrable Securities on a pro rata basis according to the number of Registrable Securities then outstanding held by each Holder requesting registration (including the Initiating Holders); provided, however, that the number of shares of Registrable Securities to be included in such Holdersunderwriting and registration shall not be reduced unless all other securities are first entirely excluded from the underwriting and registration including, assuming conversion; (ii) secondwithout limitation, to the Other Selling Stockholders; all shares that are not Registrable Securities and (iii) thirdare held by any other person, to the Companyincluding, which without limitation, any person who is an employee, officer or director of the Company may allocate, at its discretion, for its own account, or for the account of other holders or employees any subsidiary of the Company; provided further, that at least 25% of shares of Registrable Securities requested by the Holders to be included in such underwriting and registration shall be so included. If a person who has requested inclusion in such registration as provided above does not agree to any Holder disapproves of the terms of any such underwriting, such person shall be excluded Holder may elect to withdraw therefrom by written notice from to the CompanyCompany and the underwriter(s), delivered at least ten (10) business days prior to the underwriter or effective date of the Initiating Holders. The securities so excluded shall also be withdrawn from registrationregistration statement. Any Registrable Securities or other securities excluded or withdrawn from such underwriting shall also be withdrawn from such registration. If shares are so excluded and withdrawn from the registration and if the number of shares to be included in such registration was previously reduced as a result of marketing factors pursuant to this Section 2.1(e), then the Company shall then offer to all Holders and Other Selling Stockholders who have retained rights to include securities in the registration the right to include additional Registrable Securities or Other Shares in the registration in an aggregate amount equal to the number of shares so withdrawn, with such shares to be allocated among such Holders and Other Selling Stockholders requesting additional inclusion, as set forth aboveregistration.

Underwriting. If one or more Holders propose to conduct an Underwritten Offering under the Initiating Holders intend to distribute Mandatory Registration Statement or the Mandatory Canadian Shelf Prospectus, the Holder holding a majority of the Registrable Securities covered by their request by means Shares to be sold in such Underwritten Offering shall advise PEG Inc. of an underwriting, they shall so advise the Company as a part of their request made pursuant to this Section 2.1 and the Company shall include managing underwriters for such information in the written notice given pursuant to Section 2.1(a)(i)proposed Underwritten Offering. In such event, the right of any Holder to include all or any portion of its Registrable Securities in such registration pursuant to this Section 2.1 PEG Inc. shall be conditioned upon such Holder’s participation in such underwriting and the inclusion of such Holder’s Registrable Securities to the extent provided herein. If the Company shall request inclusion in any registration pursuant to Section 2.1 of securities being sold for its own account, or if other persons shall request inclusion in any registration pursuant to Section 2.1, the Initiating Holders shall, on behalf of all Holders, offer to include such securities in the underwriting and such offer shall be conditioned upon the participation of the Company or such other persons in such underwriting and the inclusion of the Company’s and such person’s other securities of the Company and their acceptance of the further applicable provisions of this Section 2 (including Section 2.10). The Company shall (together with all Holders and other persons proposing to distribute their securities through such underwriting) enter into an underwriting agreement in customary form with the representative managing underwriters, which shall include, among other provisions, indemnities to the effect and to the extent provided in Article V and shall take all such other reasonable actions as are requested by the managing underwriter in order to expedite or facilitate the registration and/or qualification and the disposition of the Registrable Shares included in such Underwritten Offering; provided, however, that PEG Inc. shall not be required to conduct more than three such Underwritten Offerings during any 365 day period; provided, further, that PEG Inc. shall not be required to conduct any such Underwritten Offering unless the anticipated gross proceeds from such Underwritten Offering are at least $25 million; provided, further, that PEG Inc. shall be required to cause appropriate officers of PEG Inc. or its Affiliates to participate in a “road show” or similar marketing effort being conducted by such underwriter with respect to such Underwritten Offering only if the Holders participating in the Underwritten Offering reasonably anticipate gross proceeds from such Underwritten Offering of at least $75 million; provided, further, that PEG Inc. shall not be required to cause such officers of PEG Inc. or its Affiliates to participate in a “road show” or similar marketing effort being conducted by such underwriter with respect to such Underwritten Offering more than twice in a 365 day period. Holders proposing to distribute Registrable Shares through such Underwritten Offering shall enter into an underwriting agreement in customary form with the managing underwriters selected for such Underwritten Offering and complete and execute any questionnaires, personal information forms, powers of attorney, submissions to jurisdiction, certificates, undertakings, declarations, notices, indemnities, securities escrow agreements, and other documents reasonably required under the terms of such underwriting by (including, without limitation, any documents required under the Initiating Holders holding a majority of Securities Act or applicable Canadian Securities Laws), and furnish to PEG Inc. such information in writing as PEG Inc. may reasonably request for inclusion in the Registrable Securities held by such Initiating Holders, which underwriters are reasonably acceptable to the CompanyMandatory Registration Statement and/or Mandatory Canadian Shelf Prospectus. Notwithstanding any other provision of this Section 2.1Agreement, with respect to an Underwritten Offering pursuant to a Mandatory Registration Statement or a Mandatory Canadian Shelf Prospectus, if the managing underwriters advise the Initiating Holders determine in writing good faith that marketing factors require a limitation on the number of shares to be underwrittenincluded in such Underwritten Offering, then the number of managing underwriters may exclude shares (including Registrable Securities Shares) from the Underwritten Offering, and Other Shares that may be so any shares included in the Underwritten Offering shall be allocated as follows: (i) first, among all to the Holders requesting to include Registrable Securities in such registration statement based on the pro rata percentage extent of its requested amount of Registrable Securities held by such Holders, assuming conversion; (ii) second, to the Other Selling Stockholders; and (iii) third, to the Company, which the Company may allocate, at its discretion, for its own account, or for the account of other holders or employees of the Company. If a person who has requested inclusion in such registration as provided above does not agree to the terms of any such underwriting, such person shall be excluded therefrom by written notice from the Company, the underwriter or the Initiating Holders. The securities so excluded shall also be withdrawn from registration. Any Registrable Securities or other securities excluded or withdrawn from such underwriting shall also be withdrawn from such registration. If shares are so withdrawn from the registration and if the number of shares Shares to be included in such registration was previously reduced as a result of marketing factors pursuant to this Section 2.1(e), then the Company shall then offer to all Holders and Other Selling Stockholders who have retained rights to include securities in the registration the right to include additional Registrable Securities or Other Shares in the registration in an aggregate amount equal to the number of shares so withdrawn, with such shares to be allocated among such Holders and Other Selling Stockholders requesting additional inclusion, as set forth aboveUnderwritten Offering.

Underwriting. If the Holders initiating the registration request under this Section 3.3 (the “Initiating Holders Holders”) intend to distribute the Registrable Securities covered by their request by means of an underwriting, then they shall so advise the Company as a part of their request made pursuant to this Section 2.1 3.3 and the Company shall include such information in the written notice given pursuant Request Notice referred to in Section 2.1(a)(i3.3(a). In such eventthe event of an underwritten offering, the right of any Holder to include all or any portion of its Registrable Securities in such registration pursuant to this Section 2.1 shall be conditioned upon such Holder’s participation in such underwriting and the inclusion of such Holder’s Registrable Securities in the underwriting (unless otherwise mutually agreed by a majority in interest of the Initiating Holders and such Holder) to the extent provided herein. If the Company shall request inclusion in any registration pursuant to Section 2.1 of securities being sold for its own account, or if other persons shall request inclusion in any registration pursuant to Section 2.1, the Initiating All Holders shall, on behalf of all Holders, offer to include such securities in the underwriting and such offer shall be conditioned upon the participation of the Company or such other persons in such underwriting and the inclusion of the Company’s and such person’s other securities of the Company and their acceptance of the further applicable provisions of this Section 2 (including Section 2.10). The Company shall (together with all Holders and other persons proposing to distribute their securities through such underwriting) underwriting shall enter into an underwriting agreement in customary form with the representative of the managing underwriter or underwriters selected for such underwriting by the Initiating Company and approved by the Holders holding of a majority of the Registrable Securities held by such Initiating Holders, which underwriters are being registered and reasonably acceptable to the Company. Notwithstanding any other provision of this Section 2.13.3, if the underwriters advise underwriter(s) advise(s) the Initiating Holders Company in writing that marketing factors require a limitation on of the number of shares securities to be underwritten, then the Company shall so advise all Holders of Registrable Securities which would otherwise be registered and underwritten pursuant hereto, and the number of Registrable Securities and Other Shares that may be so included in the underwriting shall be reduced as required by the underwriter(s) and allocated as follows: (i) first, among all the Holders requesting to include Registrable Securities in such registration statement based on the pro rata percentage of Registrable Securities on a pro-rata basis according to the number of Registrable Securities then outstanding held by each Holder requesting registration (including the Initiating Holders); provided, however, that the number of shares of Registrable Securities to be included in such Holders, assuming conversion; underwriting and registration shall not be reduced (iix) second, to the Other Selling Stockholders; by more than seventy-five percent (75%) and (iiiy) thirdunless all other securities are first entirely excluded from the underwriting and registration including all shares that are not Registrable Securities and are held by any other Person, to the Companyincluding any Person who is an employee, which officer or director of the Company may allocate, at its discretion, for its own account, or for the account of other holders or employees any Subsidiary of the Company. If Further, if, as a person who has result of such underwriter cutback, the Holders cannot include in the offering all of the Registrable Securities that they have requested inclusion in to be included therein, then such registration as provided above does shall not agree be deemed to constitute one of the two (2) demand registrations to which the Holders are entitled pursuant to this Section 3.3. If any Holder disapproves of the terms of any such underwriting, such person shall be excluded Holder may elect to withdraw therefrom by delivering a written notice from to the CompanyCompany and the underwriter(s), delivered at least ten (10) Business Days prior to the underwriter or effective date of the Initiating Holders. The securities so excluded shall also be withdrawn from registrationregistration statement. Any Registrable Securities or other securities excluded or withdrawn from such underwriting shall also be withdrawn from such registration. If shares are so excluded and withdrawn from the registration registration. For any Holder that is a partnership, the Holder and if the number partners and retired partners of such Holder, or the estates and Immediate Family Members of any such partners and retired partners and any trusts for the benefit of any of the foregoing Persons, and for any Holder that is a corporation, the Holder and all corporations that are affiliates of such Holder, shall be deemed to be a single “Holder”, and any pro-rata reduction with respect to such “Holder” shall be based upon the aggregate amount of shares to be carrying registration rights owned by all entities and individuals included in such registration was previously reduced as a result of marketing factors pursuant to this Section 2.1(e), then the Company shall then offer to all Holders and Other Selling Stockholders who have retained rights to include securities in the registration the right to include additional Registrable Securities or Other Shares in the registration in an aggregate amount equal to the number of shares so withdrawn, with such shares to be allocated among such Holders and Other Selling Stockholders requesting additional inclusion“Holder”, as set forth abovedefined herein.

Underwriting. If the Holders initiating the registration request under this Section 2.1 (the “Initiating Holders Holders”) intend to distribute the Registrable Securities covered by their request by means of an underwriting, then they shall so advise the Company as a part of their request made pursuant to this Section 2.1 and the Company shall include such information in the written notice given pursuant referred to Section 2.1(a)(i)in subsection 2.1.1. In such event, the right of any Holder to include all or any portion of its Registrable Securities in such registration pursuant to this Section 2.1 shall will be conditioned conditional upon such Holder’s participation in such underwriting and the inclusion of such Holder’s Registrable Securities in the underwriting (unless otherwise mutually agreed by a majority in interest of the Initiating Holders and such Holder) to the extent provided herein. If the Company shall request inclusion in any registration pursuant to Section 2.1 of securities being sold for its own account, or if other persons shall request inclusion in any registration pursuant to Section 2.1, the Initiating All Holders shall, on behalf of all Holders, offer to include such securities in the underwriting and such offer shall be conditioned upon the participation of the Company or such other persons in such underwriting and the inclusion of the Company’s and such person’s other securities of the Company and their acceptance of the further applicable provisions of this Section 2 (including Section 2.10). The Company shall (together with all Holders and other persons proposing to distribute their securities through such underwriting) underwriting shall enter into an underwriting agreement in customary form with the representative of the managing underwriter or underwriters selected for such underwriting by the Initiating Holders holding of a majority of the Registrable Securities held by such Initiating Holders, which underwriters are being registered and reasonably acceptable to the Company. Notwithstanding any other provision of this Section 2.1, if the one or more underwriters advise the Initiating Holders Company in writing that marketing factors require a limitation of the number of securities to be underwritten then the Company shall so advise all Holders of Registrable Securities which would otherwise be registered and underwritten pursuant hereto, and the number of Registrable Securities that may be included in the underwriting shall be reduced as required by the underwriter(s) and allocated among the Holders of Registrable Securities on a pro rata basis according to the number of Registrable Securities Then Outstanding held by each Holder requesting registration (including the Initiating Holders); on the condition that the number of shares of Registrable Securities to be included in such underwriting and registration will not be reduced unless all other Securities are first entirely excluded from the underwriting and registration. If any Holder disapproves of the terms of any underwriting, such ▇▇▇▇▇▇ may elect to withdraw therefrom by written notice to the Company and one or more underwriters, delivered prior to the filing of the “red ▇▇▇▇▇▇▇” prospectus related to such offering. Any Registrable Securities excluded and withdrawn from such underwriting will be withdrawn from the registration. If the underwriter has not limited the number of Registrable Securities to be underwritten, the number of Registrable Company may include its Securities and Other Shares that may be so included shall be allocated as follows: (i) first, among all Holders requesting to include Registrable Securities for its own account in such registration statement based on the pro rata percentage of Registrable Securities held by such Holders, assuming conversion; (ii) second, to the Other Selling Stockholders; and (iii) third, to the Company, which the Company may allocate, at its discretion, for its own account, or for the account of other holders or employees of the Company. If a person who has requested inclusion in such registration as provided above does not agree to the terms of any such underwriting, such person shall be excluded therefrom by written notice from the Company, if the underwriter or the Initiating Holders. The securities so excluded shall also be withdrawn from registration. Any Registrable Securities or other securities excluded or withdrawn from such underwriting shall also be withdrawn from such registration. If shares are so withdrawn from the registration agrees and if the number of shares to be Registrable Securities which would otherwise have been included in such registration was previously reduced as a result of marketing factors pursuant to this Section 2.1(e), then the Company shall then offer to all Holders and Other Selling Stockholders who have retained rights to include securities in the registration the right to include additional Registrable Securities or Other Shares in the registration in an aggregate amount equal to the number of shares so withdrawn, with such shares to underwriting will not thereby be allocated among such Holders and Other Selling Stockholders requesting additional inclusion, as set forth abovelimited.

Underwriting. If the Initiating Holders intend (i) With respect to distribute the any Underwritten Offering of Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company as a part of their request made pursuant to this Section 2.1 a Transfer Notice, (A) the Trust shall select one (and no more than one) nationally recognized investment banking firm acceptable to the Corporation (such acceptance not to be unreasonably withheld, conditioned or delayed), it being agreed that Royal Bank of Canada is acceptable to the Corporation for such purposes, and (B) the Corporation shall select one (and no more than one) nationally recognized investment banking firm acceptable to the Trust (such acceptance not to be unreasonably withheld, conditioned or delayed), which firms together shall jointly lead or manage the Underwritten Offering, and, unless otherwise agreed, each of the Corporation and the Company Trust shall include select an equal number of other nationally recognized investment banking firms, if any, to co-manage such information in the written notice given Underwritten Offering. (ii) With respect to any Underwritten Offering of Registrable Securities pursuant to Section 2.1(a)(i). In such eventa Transfer Notice, the right of any Holder Trustee agrees (A) to include all or any portion of its Registrable Securities in such registration pursuant to this Section 2.1 shall be conditioned upon such Holder’s participation in such underwriting and sell the inclusion of such HolderTrust’s Registrable Securities to on the extent basis provided herein. If the Company shall request inclusion in any registration pursuant customary underwriting arrangements approved by the Corporation and the Trustee (such approval not to Section 2.1 be unreasonably withheld, conditioned or delayed) and (B) to complete and execute all customary questionnaires, powers of securities being sold for its own accountattorney, or if other persons shall request inclusion in any registration pursuant to Section 2.1indemnities, the Initiating Holders shall, on behalf of all Holders, offer to include such securities in the underwriting agreements (containing indemnity and such offer shall be conditioned upon the participation contribution provisions of the Company or such other persons type made in such customary underwriting and the inclusion of the Company’s and such person’s other securities of the Company and their acceptance of the further applicable provisions of this Section 2 (including Section 2.10agreements for an underwritten public offering). The Company shall (together with all Holders , lock-ups and other persons proposing to distribute their securities through such underwriting) enter into an underwriting agreement in customary form with the representative of the underwriter or underwriters selected for such underwriting by the Initiating Holders holding a majority of the Registrable Securities held by such Initiating Holders, which underwriters are documents reasonably acceptable to the Company. Notwithstanding any other provision of this Section 2.1, if the underwriters advise the Initiating Holders in writing that marketing factors require a limitation on the number of shares to be underwritten, the number of Registrable Securities and Other Shares that may be so included shall be allocated as follows: (i) first, among all Holders requesting to include Registrable Securities in such registration statement based on the pro rata percentage of Registrable Securities held by such Holders, assuming conversion; (ii) second, to the Other Selling Stockholders; and (iii) third, to the Company, which the Company may allocate, at its discretion, for its own account, or for the account of other holders or employees of the Company. If a person who has requested inclusion in such registration as provided above does not agree to required under the terms of any such underwriting, such person shall be excluded therefrom by written notice from the Company, the underwriter or the Initiating Holders. The securities so excluded shall also be withdrawn from registration. Any Registrable Securities or other securities excluded or withdrawn from such underwriting shall also be withdrawn from such registration. If shares are so withdrawn from the registration and if the number of shares to be included in such registration was previously reduced as a result of marketing factors pursuant to this Section 2.1(e), then the Company shall then offer to all Holders and Other Selling Stockholders who have retained rights to include securities in the registration the right to include additional Registrable Securities or Other Shares in the registration in an aggregate amount equal to the number of shares so withdrawn, with such shares to be allocated among such Holders and Other Selling Stockholders requesting additional inclusion, as set forth abovearrangements.

Underwriting. If the applicable Initiating Holders intend to distribute the Registrable Securities covered by their request by means of an underwriting, then they shall so advise the Company as a part of their request made pursuant to this Section 2.1 3.3 and the Company shall include such information in the written notice given pursuant Request Notice referred to Section 2.1(a)(iin subsection 3.3(a). In such eventthe event of an underwritten offering, the right of any Holder to include all or any portion of its Registrable Securities in such registration pursuant to this Section 2.1 shall be conditioned upon such Holder’s participation in such underwriting and the inclusion of such Holder’s Registrable Securities in the underwriting (unless otherwise mutually agreed by a majority in interest of the applicable Initiating Holders and such Holder) to the extent provided herein. If the Company shall request inclusion in any registration pursuant to Section 2.1 of securities being sold for its own account, or if other persons shall request inclusion in any registration pursuant to Section 2.1, the Initiating All Holders shall, on behalf of all Holders, offer to include such securities in the underwriting and such offer shall be conditioned upon the participation of the Company or such other persons in such underwriting and the inclusion of the Company’s and such person’s other securities of the Company and their acceptance of the further applicable provisions of this Section 2 (including Section 2.10). The Company shall (together with all Holders and other persons proposing to distribute their securities through such underwriting) underwriting shall enter into an underwriting agreement in customary form with the representative of the managing underwriter or underwriters selected for such underwriting by the Initiating Holders holding of a majority of the Registrable Securities held by such Initiating Holders, which underwriters are being registered and reasonably acceptable to the Company. Notwithstanding any other provision of this Section 2.13.3, if the underwriters advise underwriter(s) advise(s) the Initiating Holders Company in writing that marketing factors require a limitation on of the number of shares securities to be underwritten, then the Company shall so advise all Holders of Registrable Securities which would otherwise be registered and underwritten pursuant hereto, and the number of Registrable Securities and Other Shares that may be so included in the underwriting shall be reduced as required by the underwriter(s) and allocated as follows: (i) first, among all the Holders requesting to include Registrable Securities in such registration statement based on the pro rata percentage of Registrable Securities on a pro rata basis according to the number of Registrable Securities then outstanding held by each Holder requesting registration (including the applicable Initiating Holders); provided, however, that the number of shares of Registrable Securities to be included in such Holdersunderwriting and registration shall not be reduced unless all other securities are first entirely excluded from the underwriting and registration including, assuming conversion; (ii) secondwithout limitation, to the Other Selling Stockholders; all shares that are not Registrable Securities and (iii) thirdare held by any other person, to the Companyincluding, which without limitation, any person who is an employee, officer or director of the Company may allocate, at its discretion, for its own account, (or for the account of other holders or employees any Subsidiary of the Company). If a person who has requested inclusion in such registration as provided above does not agree to any Holder disapproves of the terms of any such underwriting, such person shall be excluded Holder may elect to withdraw therefrom by written notice from to the CompanyCompany and the underwriter(s), delivered at least ten (10) Business Days prior to the underwriter or effective date of the Initiating Holders. The securities so excluded shall also be withdrawn from registrationregistration statement. Any Registrable Securities or other securities excluded or withdrawn from such underwriting shall also be withdrawn from such registration. If shares are so excluded and withdrawn from the registration registration. For any Holder that is a partnership, the Holder and if the number partners and retired partners of shares 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, and for any Holder that is a corporation, the Holder and all corporations that are Affiliates of such Holder, shall be deemed to be a single “Holder,” and any pro rata reduction with respect to such “Holder” shall be based upon the aggregate amount of Registrable Securities owned by all entities and individuals included in such registration was previously reduced “Holder,” as a result of marketing factors pursuant to defined in this Section 2.1(e), then the Company shall then offer to all Holders and Other Selling Stockholders who have retained rights to include securities in the registration the right to include additional Registrable Securities or Other Shares in the registration in an aggregate amount equal to the number of shares so withdrawn, with such shares to be allocated among such Holders and Other Selling Stockholders requesting additional inclusion, as set forth abovesentence.

Underwriting. If the Holders initiating the registration request under this Section 2.3 (the “Initiating Holders Holders”) intend to distribute the Registrable Securities covered by their request by means of an underwriting, then they shall so advise the Company as a part of their request made pursuant to this Section 2.1 2.3 and the Company shall include such information in the written notice given pursuant to Section 2.1(a)(i)Request Notice. In such event, the right of any Holder to include all or any portion of its Registrable Securities in such registration pursuant to this Section 2.1 shall be conditioned upon such Holder’s participation in such underwriting and the inclusion of such Holder’s Registrable Securities in the underwriting (unless otherwise mutually agreed by a majority in interest of the Initiating Holders and such Holder) to the extent provided herein. If the Company shall request inclusion in any registration pursuant to Section 2.1 2.3 of securities being sold for its own account, or if other persons shall request inclusion in any registration pursuant to Section 2.12.3, the Initiating Holders shall, on behalf of all Holders, offer to include such securities in the underwriting and such offer shall be conditioned upon the participation of the Company or such other persons in such underwriting and the inclusion of the Company’s and such person’s other securities of the Company and their acceptance of the further applicable provisions of this Section 2 (including Section 2.102.13). The Company shall (together with all All Holders and other persons proposing to distribute their securities through such underwriting) underwriting shall enter into an underwriting agreement in customary form with the representative of the managing underwriter or underwriters selected for such underwriting by the Initiating Holders holding of a majority of the Registrable Securities held by such Initiating Holders, which underwriters are being registered and reasonably acceptable to the Company. Notwithstanding any other provision of this Section 2.12.3, if the underwriters advise underwriter(s) advise(s) the Initiating Holders Company in writing that marketing factors require a limitation on of the number of shares securities to be underwritten, then the Company shall so advise all Holders of Registrable Securities which would otherwise be registered and underwritten pursuant hereto, and the number of Registrable Securities and Other Shares that may be so included in the underwriting shall be reduced as required by the underwriter(s) and allocated as follows: (i) first, among all the Holders requesting to include Registrable Securities in such registration statement based on the pro rata percentage of Registrable Securities on a pro rata basis according to the number of Registrable Securities then outstanding held by each Holder requesting registration (including the Initiating Holders); provided, however, that the number of shares of Registrable Securities to be included in such Holdersunderwriting and registration shall not be reduced unless all other securities are first entirely excluded from the underwriting and registration including, assuming conversion; (ii) secondwithout limitation, to the Other Selling Stockholders; all shares that are not Registrable Securities and (iii) thirdare held by any other person, to the Companyincluding, which without limitation, any person who is an employee, officer or director of the Company may allocate, at its discretion, for its own account, or for the account of other holders or employees any subsidiary of the CompanyCompany (unless such person is a Holder of Registrable Securities); provided further, that the number of shares of Registrable Securities to be included in such underwriting and registration shall not be reduced to below twenty-five percent (25%) of the aggregate number of securities to be included in such registration. If a person who has requested inclusion in such registration as provided above does not agree to any Holder disapproves of the terms of any such underwriting, such person shall be excluded Holder may elect to withdraw therefrom by written notice from to the CompanyCompany and the underwriter(s), delivered at least ten (10) days prior to the underwriter or effective date of the Initiating Holders. The securities so excluded shall also be withdrawn from registrationregistration statement. Any Registrable Securities or other securities excluded or withdrawn from such underwriting shall also be withdrawn from such registration. If shares are so excluded and withdrawn from the registration and if the number of shares to be included in such registration was previously reduced as a result of marketing factors pursuant to this Section 2.1(e), then the Company shall then offer to all Holders and Other Selling Stockholders who have retained rights to include securities in the registration the right to include additional Registrable Securities or Other Shares in the registration in an aggregate amount equal to the number of shares so withdrawn, with such shares to be allocated among such Holders and Other Selling Stockholders requesting additional inclusion, as set forth aboveregistration.

Underwriting. If the Holders initiating the registration request under this Section 4.3 (the “Initiating Holders Holders”) intend to distribute the Registrable Securities covered by their request by means of an underwriting, then they shall so advise the Company as a part of their request made pursuant to this Section 2.1 4.3 and the Company shall include such information in the written notice given pursuant to Section 2.1(a)(i)Request Notice. In such event, the right of any Holder to include all or any portion of its Registrable Securities in such registration pursuant to this Section 2.1 shall be conditioned upon such Holder’s participation in such underwriting and the inclusion of such Holder’s Registrable Securities in the underwriting (unless otherwise mutually agreed by a majority in interest of the Initiating Holders and such Holder) to the extent provided herein. If the Company shall request inclusion in any registration pursuant to Section 2.1 of securities being sold for its own account, or if other persons shall request inclusion in any registration pursuant to Section 2.1, the Initiating All Holders shall, on behalf of all Holders, offer to include such securities in the underwriting and such offer shall be conditioned upon the participation of the Company or such other persons in such underwriting and the inclusion of the Company’s and such person’s other securities of the Company and their acceptance of the further applicable provisions of this Section 2 (including Section 2.10). The Company shall (together with all Holders and other persons proposing to distribute their securities Registrable Securities through such underwriting) underwriting shall enter into an underwriting agreement in customary form with the representative of the managing underwriter or underwriters selected for such underwriting by the Initiating Holders holding of a majority of the Registrable Securities held by such Initiating Holders, which underwriters are being registered and reasonably acceptable to the Company. Notwithstanding any other provision of this Section 2.14.3, if the underwriters advise underwriter(s) advise(s) the Initiating Holders Company in writing that marketing factors require a limitation on of the number of shares securities to be underwritten, then the Company shall so advise all Holders which would otherwise be registered and underwritten pursuant hereto, and the number of Registrable Securities and Other Shares that may be so included in the underwriting shall be reduced as required by the underwriter(s) and allocated as follows: (i) first, among all the Holders requesting on a pro rata basis according to include the number of Registrable Securities in such then outstanding held by each Holder requesting registration statement based on (including the pro rata percentage Initiating Holders); provided, however, that the number of shares of Registrable Securities held by the Holders to be included in such Holdersunderwriting and registration shall not be reduced unless all other securities are first entirely excluded from the underwriting and registration including all shares of Registrable Securities held by holder(s) of the all other shares that are not Registrable Securities and are held by any other Person, assuming conversion; (ii) secondincluding any Person who is an employee, to the Other Selling Stockholders; and (iii) thirdconsultant, to the Company, which officer or director of the Company may allocate, at its discretion, for its own account, or for the account of other holders or employees any Subsidiary of the Company; provided further, that at least thirty percent (30%) of shares of Registrable Securities requested by the Holders to be included in such underwriting and registration shall be so included. If a person who has requested inclusion in such registration as provided above does not agree to any Holder disapproves of the terms of any such underwriting, such person shall be excluded Holder may elect to withdraw therefrom by written notice from to the CompanyCompany and the underwriter(s), delivered at least ten (10) Business Days prior to the underwriter or effective date of the Initiating Holders. The securities so excluded shall also be withdrawn from registrationregistration statement. Any Registrable Securities or other securities excluded or withdrawn from such underwriting shall also be withdrawn from such registration. If shares are so excluded and withdrawn from the registration and if the number of shares to be included in such registration was previously reduced as a result of marketing factors pursuant to this Section 2.1(e), then the Company shall then offer to all Holders and Other Selling Stockholders who have retained rights to include securities in the registration the right to include additional Registrable Securities or Other Shares in the registration in an aggregate amount equal to the number of shares so withdrawn, with such shares to be allocated among such Holders and Other Selling Stockholders requesting additional inclusion, as set forth aboveregistration.

Underwriting. If the Initiating Demand Holders intend to distribute the Demand Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company as a part of their request made pursuant to this Section 2.1 6(a) and the Company shall include such information in the written notice given referred to in Section 6(a)(i). The right of any Demand Holder to registration pursuant to Section 2.1(a)(i). In such event, the right of any Holder to include all or any portion of its Registrable Securities in such registration pursuant to this Section 2.1 6 shall be conditioned upon such Demand Holder’s 's participation in such underwriting and the inclusion of such Demand Holder’s 's Demand Registrable Securities in the underwriting to the extent requested (unless otherwise mutually agreed by a majority in interest of the Demand Holders) to the extent provided herein. If the Company shall request inclusion in any registration pursuant to Section 2.1 of securities being sold for its own account, or if other persons shall request inclusion in any registration pursuant to Section 2.1, the Initiating Holders shall, on behalf of all Holders, offer to include such securities in the underwriting and such offer shall be conditioned upon the participation of the Company or such other persons in such underwriting and the inclusion of the Company’s and such person’s other securities of the Company and their acceptance of the further applicable provisions of this Section 2 (including Section 2.10). The Company shall (together with all Demand Holders and other persons proposing to distribute their securities through such underwriting) enter into an underwriting agreement in customary form with the representative of the managing underwriter or underwriters selected for such underwriting by the Initiating Holders holding a majority in interest of the Registrable Securities held by such Initiating Demand Holders, which underwriters are reasonably acceptable to the Company. Notwithstanding any other provision of this Section 2.16, if the underwriters advise managing underwriter advises the Initiating Demand Holders in writing that marketing factors require a limitation on of the number of shares to be underwritten, then, subject to the provisions of Section 6(a), the Company shall so advise all Demand Holders and the number of shares of Demand Registrable Securities and Other Shares that may be so included in the registration and underwriting shall be allocated as follows: (i) first, among all Demand Holders requesting inclusion in the registration in proportion, as nearly as practicable, to include Registrable Securities in such registration statement based on the pro rata percentage respective amounts of Demand Registrable Securities held by such HoldersDemand Holders at the time of filing the registration statement; PROVIDED, assuming conversion; (ii) secondHOWEVER, that the number of shares of Demand Registrable Securities to be included in such underwriting shall not be reduced unless all other securities that would have otherwise been included in the Other Selling Stockholders; and (iii) thirdunderwriting are first entirely excluded from the underwriting. No Demand Registrable Securities excluded from the underwriting by reason of the managing underwriter's marketing limitation shall be included in such registration. If any Demand Holder of Demand Registrable Securities disapproves of the terms of the underwriting, such person may elect to withdraw therefrom by written notice to the Company, which the Company may allocate, at its discretion, for its own account, or for managing underwriter and the account of other holders or employees of the Company. If a person who has requested inclusion in such registration as provided above does not agree to the terms of any such underwriting, such person shall be excluded therefrom by written notice from the Company, the underwriter or the Initiating Demand Holders. The Demand Registrable Securities and/or other securities so excluded withdrawn shall also be withdrawn from registration. Any ; PROVIDED, HOWEVER, that if by the withdrawal of such Demand Registrable Securities or other securities excluded or withdrawn from such underwriting shall also be withdrawn from such registration. If shares are so withdrawn from the registration and if the a greater number of shares to Demand Registrable Securities held by other Demand Holders may be included in such registration was previously reduced as a result (up to the maximum of marketing factors pursuant to this Section 2.1(eany limitation imposed by the underwriters), then the Company shall then offer to all Demand Holders and Other Selling Stockholders who have retained rights to include securities included Demand Registrable Securities in the registration the right to include additional Demand Registrable Securities or Other Shares in the same proportion used in determining the underwriter limitation in this Section 6(b). If the registration in an aggregate amount equal does not become effective due to the number withdrawal of shares so withdrawnDemand Registrable Securities, then either (1) the Demand Holders requesting registration shall reimburse the Company for expenses incurred in complying with such shares to the request or (2) the aborted registration shall be allocated among such Holders and Other Selling Stockholders requesting additional inclusion, treated as set forth aboveeffected for purposes of Section 6(a)(B).

Underwriting. If the Holder initiating the registration request under this Section 2.1 (the “Initiating Holders intend Holder”) intends to distribute the Registrable Securities covered by their its request by means of an underwriting, they then it shall so advise the Company as a part of their its request made pursuant to this Section 2.1 and the Company shall include such information in the written notice given pursuant to Section 2.1(a)(i)Request Notice. In such event, the right of any Holder to include all or any portion of its Registrable Securities in such registration pursuant to this Section 2.1 shall be conditioned upon such Holder’s participation in such underwriting and the inclusion of such Holder’s Registrable Securities in the underwriting (unless otherwise mutually agreed by the Initiating Holder and such Holder) to the extent provided herein. If the Company shall request inclusion in any registration pursuant to Section 2.1 of securities being sold for its own account, or if other persons shall request inclusion in any registration pursuant to Section 2.1, the Initiating All Holders shall, on behalf of all Holders, offer to include such securities in the underwriting and such offer shall be conditioned upon the participation of the Company or such other persons in such underwriting and the inclusion of the Company’s and such person’s other securities of the Company and their acceptance of the further applicable provisions of this Section 2 (including Section 2.10). The Company shall (together with all Holders and other persons proposing to distribute their securities through such underwriting) underwriting shall enter into an underwriting agreement in customary form with the representative of the managing underwriter or underwriters selected for such underwriting by the Initiating Holders holding a majority of the Registrable Securities held by such Initiating Holders, which underwriters are reasonably acceptable to the Company. Notwithstanding any other provision of this Section 2.1, if the underwriters advise underwriter(s) advise(s) the Initiating Holders in writing Company that marketing factors require a limitation on of the number of shares securities to be underwrittenunderwritten then the Company shall so advise all Holders of Registrable Securities which would otherwise be registered and underwritten pursuant hereto, and the number of Registrable Securities and Other Shares that may be so included in the underwriting shall be allocated reduced as required by the underwriter(s) as follows: (i) first, among all Holders requesting to include securities of other participants in the registration, if any, who do not hold Registrable Securities in such registration statement based on and all other securities for the account of the Company shall be entirely excluded from the underwriting and registration; second, if the underwriters require that the number of securities to be underwritten be further reduced, if the Initiating Holder is an Ordinary Investor, all securities of the Series A Investor Holders and Series B Investor Holders shall be reduced pro rata percentage rata, and if the Initiating Holder is an Investor, all securities of the Ordinary Investor Holders shall be reduced pro rata; third, if, after the total exclusion of Registrable Securities held by such Holders, assuming conversion; (ii) second, to the Other Selling Stockholders; and (iii) third, to the Company, which the Company may allocate, at its discretion, for its own accountOrdinary Investor, or for the account of other holders or employees of Investors, as the Company. If a person who has requested inclusion in such registration as provided above does not agree to the terms of any such underwriting, such person shall be excluded therefrom by written notice from the Companycase may be, the underwriter or requires that the number of securities to be underwritten be further reduced, the Registrable Securities of all Series A Investor Holders and Series B Investor Holders, including the Initiating Holder, or of all Ordinary Investor Holders. The securities so excluded , including the Initiating Holder, as the case may be, shall also be withdrawn from reduced pro rata according to the number of Registrable Securities then outstanding held by each such Holder requesting registration. Any Registrable Securities or other securities excluded or and withdrawn from such underwriting shall also be withdrawn from such the registration. If shares are so withdrawn from the registration and if the number of shares to be included in such registration was previously reduced as a result of marketing factors pursuant to this Section 2.1(e), then the Company shall then offer to all Holders and Other Selling Stockholders who have retained rights to include securities in the registration the right to include additional Registrable Securities or Other Shares in the registration in an aggregate amount equal to the number of shares so withdrawn, with such shares to be allocated among such Holders and Other Selling Stockholders requesting additional inclusion, as set forth above.

Underwriting. If the Holders initiating the registration request under this Section 3.3 (the “Initiating Holders Holders”) intend to distribute the Registrable Securities covered by their request by means of an underwriting, then they shall so advise the Company as a part of their request made pursuant to this Section 2.1 3.3 and the Company shall include such information in the written notice given pursuant to Section 2.1(a)(i)Request Notice. In such event, the right of any Holder to include all or any portion of its Registrable Securities in such registration pursuant to this Section 2.1 shall be conditioned upon such Holder’s participation in such underwriting and the inclusion of such Holder’s Registrable Securities in the underwriting (unless otherwise mutually agreed by a majority in interest of the Initiating Holders and such Holder) to the extent provided herein. If the Company shall request inclusion in any registration pursuant to Section 2.1 of securities being sold for its own account, or if other persons shall request inclusion in any registration pursuant to Section 2.1, the Initiating All Holders shall, on behalf of all Holders, offer to include such securities in the underwriting and such offer shall be conditioned upon the participation of the Company or such other persons in such underwriting and the inclusion of the Company’s and such person’s other securities of the Company and their acceptance of the further applicable provisions of this Section 2 (including Section 2.10). The Company shall (together with all Holders and other persons proposing to distribute their securities through such underwriting) underwriting shall enter into an underwriting agreement in customary form with the representative of the managing underwriter or underwriters selected for such underwriting by the Initiating Holders holding of a majority of the Registrable Securities held by such Initiating Holders, which underwriters are being registered and reasonably acceptable to the Company. Notwithstanding any other provision of this Section 2.13.3, if the underwriters advise underwriter(s) advise(s) the Initiating Holders Company in writing that marketing factors require a limitation on of the number of shares securities to be underwritten, then the Company shall so advise all Holders of Registrable Securities which would otherwise be registered and underwritten pursuant hereto, and the number of Registrable Securities and Other Shares that may be so included in the underwriting shall be reduced as required by the underwriter(s) and allocated as follows: (i) first, among all the Holders requesting to include Registrable Securities in such registration statement based on the pro rata percentage of Registrable Securities on a pro rata basis according to the number of Registrable Securities then outstanding held by each Holder requesting registration (including the Initiating Holders); provided, however, that the number of Registrable Securities to be included in such Holdersunderwriting and registration shall not be reduced unless all other securities are first entirely excluded from the underwriting and registration, assuming conversion; (ii) secondincluding all shares that are not Registrable Securities and all shares that are held by any other Person, to the Other Selling Stockholders; and (iii) thirdincluding any Person who is an employee, to the Company, which officer or director of the Company may allocate, at its discretion, for its own account, or for the account of other holders or employees any Subsidiary of the Company; provided further, that at least twenty-five percent (25%) of the Registrable Securities requested by the Holders to be included in such underwriting and registration shall be so included. If a person who has requested inclusion in such registration as provided above does not agree to any Holder disapproves of the terms of any such underwriting, such person shall be excluded Holder may elect to withdraw therefrom by written notice from to the CompanyCompany and the underwriter(s), delivered at least ten (10) Business Days prior to the underwriter or effective date of the Initiating Holders. The securities so excluded shall also be withdrawn from registrationregistration statement. Any Registrable Securities or other securities excluded or withdrawn from such underwriting shall also be withdrawn from such registration. If shares are so excluded and withdrawn from the registration and if the number of shares to be included in such registration was previously reduced as a result of marketing factors pursuant to this Section 2.1(e), then the Company shall then offer to all Holders and Other Selling Stockholders who have retained rights to include securities in the registration the right to include additional Registrable Securities or Other Shares in the registration in an aggregate amount equal to the number of shares so withdrawn, with such shares to be allocated among such Holders and Other Selling Stockholders requesting additional inclusion, as set forth aboveregistration.

Underwriting. If the Initiating Holders intend to distribute registration of which the Company gives notice is for a registered public offering involving an Underwritten Offering, the Company will so advise the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company Holders as a part of their request made pursuant to this Section 2.1 and the Company shall include such information in the written notice given pursuant to Section 2.1(a)(i9.2(a)(i). In such event, event the right of any Registrable Securities Holder to include all or any portion of its Registrable Securities in such registration pursuant to this Section 2.1 shall 9.2 will be conditioned upon such Registrable Securities Holder’s participation in such underwriting arrangements, and the inclusion of such Registrable Securities Holder’s Registrable Securities in the Underwritten Offering will be limited to the extent provided herein. If the Company shall request inclusion in any registration pursuant to Section 2.1 of securities being sold for its own account, or if other persons shall request inclusion in any registration pursuant to Section 2.1, the Initiating Holders shall, on behalf of all Holders, offer to include such securities in the underwriting and such offer shall be conditioned upon the participation of the Company or such other persons in such underwriting and the inclusion of the Company’s and such person’s other securities of the Company and their acceptance of the further applicable provisions of this Section 2 (including Section 2.10). The Company shall (together with all Holders and other persons proposing to distribute their securities through such underwriting) enter into an underwriting agreement in customary form with the representative of the underwriter or underwriters selected for such underwriting by the Initiating Holders holding a majority of the Registrable Securities held by such Initiating Holders, which underwriters are reasonably acceptable to the Company. Notwithstanding any other provision of this Section 2.19.2, if the underwriters advise the Initiating Holders in writing managing underwriter(s) determines that marketing factors require a limitation on of the number of shares to be underwritten, the managing underwriter(s) may allocate the Registrable Securities to be included in such Underwritten Offering, and the number of Registrable Securities and Other Shares shares of Common Stock or other securities to be offered by the Company that may be so included shall be allocated in the Underwritten Offering as follows: (i) first, among to (a) all Holders requesting to include Registrable Securities in such registration statement based requested to be included by the Purchaser and its Affiliates and (b) newly issued shares of Common Stock to be offered by the Company, on a pro rata basis (as between the Purchaser and its Affiliates on the pro rata percentage one hand, and the Company on the other hand), as nearly as practicable and (ii) second, and only if all the securities referred to in clause (i) have been included, to Registrable Securities requested to be included by all Registrable Securities Holders other than the Purchaser and its Affiliates, in proportion, as nearly as practicable, to the respective amounts of Registrable Securities held by such Holders, assuming conversion; (ii) second, to the Other Selling Stockholders; and (iii) third, to the Company, which the Company may allocate, at its discretion, for its own account, or for the account of other holders or employees of the Company. If a person who has requested inclusion in such registration as provided above does not agree to the terms of any such underwriting, such person shall be excluded therefrom by written notice from the Company, the underwriter or the Initiating Holders. The securities so excluded shall also be withdrawn from registration. Any Registrable Securities or other securities excluded or withdrawn from such underwriting shall also be withdrawn from such registration. If shares are so withdrawn from Holders at the time of filing the registration and statement, if any; provided, however, that the number of (a) shares of Registrable Securities of the Purchaser and its Affiliates and (b) the number of newly issued shares of Common Stock to be offered by the Company to be included in such registration was previously Underwritten Offering will not be reduced as a result unless all securities of all Registrable Securities Holders other than the Purchaser and its Affiliates are first entirely excluded from the underwriting and registration. To the extent that marketing factors pursuant require further limitation of the numbers of shares to this Section 2.1(ebe underwritten after such exclusion, the shares of Registrable Securities to be offered by the Purchaser and its Affiliates, and the newly issued shares of Common Stock offered by the Company will be reduced, on a pro rata basis (as between the Purchaser and its Affiliates on the one hand, and the Company on the other hand), then from the Company shall then offer to all Holders and Other Selling Stockholders who have retained rights to include securities in the registration the right to include additional Underwritten Offering. No Registrable Securities or Other Shares excluded from the underwriting by reason of the underwriter’s marketing limitation will be included in such registration. To facilitate the registration allocation of shares in an aggregate amount equal to accordance with the above provisions, the underwriters may round the number of shares so withdrawn, with such shares allocated to be allocated among such Holders and Other Selling Stockholders requesting additional inclusion, as set forth abovethe Company or any Registrable Securities Holder to the nearest 100 shares.

Underwriting. If the Holders initiating the registration request under this Section 2 (“Initiating Holders Holders”) intend to distribute the Registrable Securities covered by their request by means of an underwriting, then they shall so advise the Company as a part of their request made pursuant to this Section 2.1 2 and the Company shall include such information in the written notice given pursuant Request Notice referred to in this Section 2.1(a)(i)2.1. In such event, the right of any Holder to include all or any portion of its his Registrable Securities in such registration pursuant to this Section 2.1 shall be conditioned conditional upon such Holder’s participation in such underwriting and the inclusion of such Holder’s Registrable Securities in the underwriting (unless otherwise mutually agreed by a majority in interest of the initiating Holders and such Holder) to the extent provided herein. If the Company shall request inclusion in any registration pursuant to Section 2.1 of securities being sold for its own account, or if other persons shall request inclusion in any registration pursuant to Section 2.1, the Initiating All Holders shall, on behalf of all Holders, offer to include such securities in the underwriting and such offer shall be conditioned upon the participation of the Company or such other persons in such underwriting and the inclusion of the Company’s and such person’s other securities of the Company and their acceptance of the further applicable provisions of this Section 2 (including Section 2.10). The Company shall (together with all Holders and other persons proposing to distribute their securities through such underwriting) underwriting shall enter into an underwriting agreement in customary form with the representative of the managing underwriter or underwriters selected for such underwriting by the Initiating Holders holding of a majority of the Registrable Securities held by such Initiating Holders, which underwriters are being registered and reasonably acceptable to the Company. Notwithstanding any other provision of this Section 2.12, if the underwriters advise the Initiating Holders underwriter(s) determine(s) in writing good faith that marketing factors require a limitation on of the number of shares securities to be underwritten, then the Company shall so advise all Holders of Registrable Securities which would otherwise be registered and underwritten pursuant hereto, and the number of Registrable Securities and Other Shares that may be so included in the underwriting shall be reduced as required by the underwriter(s) and allocated as follows: (i) first, among all the Holders requesting to include Registrable Securities in such registration statement based on the pro rata percentage of Registrable Securities on a pro rata basis according to the number of Registrable Securities then outstanding held by each Holder requesting registration (including the initiating Holders); provided, however, that the number of shares of Registrable Securities to be included in such Holders, assuming conversion; (ii) second, to underwriting and registration shall not be reduced unless all other securities are first entirely excluded from the Other Selling Stockholders; underwriting and (iii) third, to the Company, which the Company may allocate, at its discretion, for its own account, or for the account of other holders or employees of the Companyregistration. If a person who has requested inclusion in such registration as provided above does not agree to any Holder disapproves of the terms of any such underwriting, such person shall be excluded Holder may elect to withdraw therefrom by written notice from to the CompanyCompany and the underwriter(s), delivered at least ten (10) Business Days prior to the underwriter or effective date of the Initiating Holders. The securities so excluded shall also be withdrawn from registrationregistration statement. Any Registrable Securities or other securities excluded or and withdrawn from such underwriting shall also be withdrawn from such the registration. If shares are the underwriter has not limited the number of Registrable Securities to be underwritten, the Company may include its securities for its own account in such registration if the underwriter so withdrawn from the registration agrees and if the number of shares to be Registrable Securities which would otherwise have been included in such registration was previously reduced as a result of marketing factors pursuant to this Section 2.1(e), then the Company shall then offer to all Holders and Other Selling Stockholders who have retained rights to include securities in the registration the right to include additional Registrable Securities or Other Shares in the registration in an aggregate amount equal to the number of shares so withdrawn, with such shares to underwriting will not thereby be allocated among such Holders and Other Selling Stockholders requesting additional inclusion, as set forth abovelimited.

Underwriting. If the Holders initiating the registration request under this Section 2.3 (the “Initiating Holders Holders”) intend to distribute the Registrable Securities covered by their request by means of an underwriting, then they shall so advise the Company as a part of their request made pursuant to this Section 2.1 2.3 and the Company shall include such information in the written notice given pursuant to Section 2.1(a)(i)Request Notice. In such event, the right of any Holder to include all or any portion of its Registrable Securities in such registration pursuant to this Section 2.1 shall be conditioned upon such Holder’s participation in such underwriting and the inclusion of such Holder’s Registrable Securities in the underwriting (unless otherwise mutually agreed by a majority in interest of the Initiating Holders and such Holder) to the extent provided herein. If the Company shall request inclusion in any registration pursuant to Section 2.1 of securities being sold for its own account, or if other persons shall request inclusion in any registration pursuant to Section 2.1, the Initiating All Holders shall, on behalf of all Holders, offer to include such securities in the underwriting and such offer shall be conditioned upon the participation of the Company or such other persons in such underwriting and the inclusion of the Company’s and such person’s other securities of the Company and their acceptance of the further applicable provisions of this Section 2 (including Section 2.10). The Company shall (together with all Holders and other persons proposing to distribute their securities through such underwriting) underwriting shall enter into an underwriting agreement in customary form with the representative of the managing underwriter or underwriters selected for such underwriting by the Initiating Holders holding of a majority of the Registrable Securities held by such Initiating Holders, which underwriters are being registered and reasonably acceptable to the Company. Notwithstanding any other provision of this Section 2.12.3, if the underwriters advise underwriter(s) advise(s) the Initiating Holders Company in writing that marketing factors require a limitation on of the number of shares securities to be underwritten, then the Company shall so advise all Holders of Registrable Securities which would otherwise be registered and underwritten pursuant hereto, and the number of Registrable Securities and Other Shares that may be so included in the underwriting shall be reduced as required by the underwriter(s) and allocated as follows: (i) first, among all the Holders requesting to include Registrable Securities in such registration statement based on the pro rata percentage of Registrable Securities on a pro rata basis according to the number of Registrable Securities then outstanding held by each such HoldersHolder requesting registration; provided, assuming conversion; (ii) secondhowever, that the number of shares of Registrable Securities to be included in such underwriting and registration shall not be reduced unless all other securities are first entirely excluded from the Other Selling Stockholders; underwriting and (iii) thirdregistration including, to the Companywithout limitation, which all shares that are not Registrable Securities and are held by any other person, including, without limitation, any person who is an employee, officer or director of the Company may allocate, at its discretion, for its own account, or for the account of other holders or employees any subsidiary of the Company; provided further, that at least twenty-five percent (25%) of shares of Registrable Securities requested by the Holders to be included in such underwriting and registration shall be so included. If a person who has requested inclusion in such registration as provided above does not agree to any Holder disapproves of the terms of any such underwriting, such person shall be excluded Holder may elect to withdraw therefrom by written notice from to the CompanyCompany and the underwriter(s), delivered at least ten (10) business days prior to the underwriter or effective date of the Initiating Holders. The securities so excluded shall also be withdrawn from registrationregistration statement. Any Registrable Securities or other securities excluded or withdrawn from such underwriting shall also be withdrawn from such registration. If shares are so excluded and withdrawn from the registration and if the number of shares to be included in such registration was previously reduced as a result of marketing factors pursuant to this Section 2.1(e), then the Company shall then offer to all Holders and Other Selling Stockholders who have retained rights to include securities in the registration the right to include additional Registrable Securities or Other Shares in the registration in an aggregate amount equal to the number of shares so withdrawn, with such shares to be allocated among such Holders and Other Selling Stockholders requesting additional inclusion, as set forth aboveregistration.

Underwriting. If the Holders initiating the registration request under this Section 4.3 (the “Initiating Holders Holders”) intend to distribute the Registrable Securities covered by their request by means of an underwriting, then they shall so advise the Company as a part of their request made pursuant to this Section 2.1 4.3 and the Company shall include such information in the written notice given pursuant to Section 2.1(a)(i)Request Notice. In such event, the right of any Holder to include all or any portion of its Registrable Securities in such registration pursuant to this Section 2.1 shall be conditioned upon such Holder’s participation in such underwriting and the inclusion of such Holder’s Registrable Securities in the underwriting (unless otherwise mutually agreed by a majority in interest of the Initiating Holders and such Holder) to the extent provided herein. If the Company shall request inclusion in any registration pursuant to Section 2.1 of securities being sold for its own account, or if other persons shall request inclusion in any registration pursuant to Section 2.1, the Initiating All Holders shall, on behalf of all Holders, offer to include such securities in the underwriting and such offer shall be conditioned upon the participation of the Company or such other persons in such underwriting and the inclusion of the Company’s and such person’s other securities of the Company and their acceptance of the further applicable provisions of this Section 2 (including Section 2.10). The Company shall (together with all Holders and other persons proposing to distribute their securities through such underwriting) underwriting shall enter into an underwriting agreement in customary form with the representative of the managing underwriter or underwriters selected for such underwriting by the Initiating Holders holding of a majority of the Registrable Securities held by such Initiating Holders, which underwriters are being registered and reasonably acceptable to the Company. Notwithstanding any other provision of this Section 2.14.3, if the underwriters advise underwriter(s) advise(s) the Initiating Holders Company in writing that marketing factors require a limitation on of the number of shares securities to be underwritten, then the Company shall so advise all Holders of Registrable Securities which would otherwise be registered and underwritten pursuant hereto, and the number of Registrable Securities and Other Shares that may be so included in the underwriting shall be reduced as required by the underwriter(s) and allocated as follows: (i) first, among all the Holders requesting to include Registrable Securities in such registration statement based on the pro rata percentage of Registrable Securities on a pro rata basis according to the number of Registrable Securities then outstanding held by each Holder requesting registration (including the Initiating Holders); provided, however, that the number of shares of Registrable Securities to be included in such Holdersunderwriting and registration shall not be reduced unless all other securities are first entirely excluded from the underwriting and registration including, assuming conversion; (ii) secondwithout limitation, to the Other Selling Stockholders; all shares that are not Registrable Securities and (iii) thirdare held by any other Person who is not a Holder, to the Companyincluding, which without limitation, any Person who is an employee, officer or director of the Company may allocate, at its discretion, for its own account, or for the account of other holders or employees any Subsidiary of the Company; provided further, that at least thirty percent (30%) of shares of Registrable Securities requested by the Holders to be included in such underwriting and registration shall be so included. If a person who has requested inclusion in such registration as provided above does not agree to any Holder disapproves of the terms of any such underwriting, such person shall be excluded Holder may elect to withdraw therefrom by written notice from to the CompanyCompany and the underwriter(s), delivered at least ten (10) Business Days prior to the underwriter or effective date of the Initiating Holders. The securities so excluded shall also be withdrawn from registrationregistration statement. Any Registrable Securities or other securities excluded or withdrawn from such underwriting shall also be withdrawn from such registration. If shares are so excluded and withdrawn from the registration and if the number of shares to be included in such registration was previously reduced as a result of marketing factors pursuant to this Section 2.1(e), then the Company shall then offer to all Holders and Other Selling Stockholders who have retained rights to include securities in the registration the right to include additional Registrable Securities or Other Shares in the registration in an aggregate amount equal to the number of shares so withdrawn, with such shares to be allocated among such Holders and Other Selling Stockholders requesting additional inclusion, as set forth aboveregistration.

Underwriting. If the any Initiating Holders intend Holder intends to distribute the Registrable Securities covered by their its request by means of an underwriting, they then it shall so advise the Company as a part of their its request made pursuant to this Section 2.1 3 and the Company shall include such information in the written notice given pursuant to Section 2.1(a)(i)Request Notice. In such event, the right of any Holder to include all or any portion of its Registrable Securities in such registration pursuant to this Section 2.1 shall be conditioned upon such Holder’s participation in such underwriting and the inclusion of such Holder’s Registrable Securities in the underwriting (unless otherwise mutually agreed by a majority in interest of the Initiating Holder(s) and such Holder) to the extent provided herein. If the Company shall request inclusion in any registration pursuant to Section 2.1 of securities being sold for its own account, or if other persons shall request inclusion in any registration pursuant to Section 2.1, the Initiating All Holders shall, on behalf of all Holders, offer to include such securities in the underwriting and such offer shall be conditioned upon the participation of the Company or such other persons in such underwriting and the inclusion of the Company’s and such person’s other securities of the Company and their acceptance of the further applicable provisions of this Section 2 (including Section 2.10). The Company shall (together with all Holders and other persons proposing to distribute their securities through such underwriting) underwriting shall enter into an underwriting agreement in customary form with the representative of the managing underwriter or underwriters selected for such underwriting by the Initiating Holders holding of a majority of the Registrable Securities held by such Initiating Holders, which underwriters are being registered and reasonably acceptable to the Company. Notwithstanding any other provision of this Section 2.13, if the underwriters advise underwriter(s) advise(s) the Initiating Holders Company in writing that marketing factors require a limitation on of the number of shares securities to be underwritten, then the Company shall so advise all Holders of Registrable Securities which would otherwise be registered and underwritten pursuant hereto, and the number of Registrable Securities and Other Shares that may be so included in the underwriting shall be reduced as required by the underwriter(s) and allocated as follows: (i) first, among all the Holders requesting to include Registrable Securities in such registration statement based on the pro rata percentage of Registrable Securities on a pro rata basis according to the number of Registrable Securities then outstanding held by each Holder requesting registration (including the Initiating Holder(s)); provided, however, that the number of shares of Registrable Securities to be included in such Holdersunderwriting and registration shall not be reduced unless all other securities are first entirely excluded from the underwriting and registration including, assuming conversion; (ii) secondwithout limitation, to the Other Selling Stockholders; all shares that are not Registrable Securities and (iii) thirdare held by any other Person who is not a Holder, to the Companyincluding, which without limitation, any Person who is an employee, officer or director of the Company may allocate, at its discretion, for its own account, or for the account of other holders or employees any Subsidiary of the Company; provided further, that at least thirty percent (30%) of shares of Registrable Securities requested by the Holders to be included in such underwriting and registration shall be so included. If a person who has requested inclusion in such registration as provided above does not agree to any Holder disapproves of the terms of any such underwriting, such person shall be excluded Holder may elect to withdraw therefrom by written notice from to the CompanyCompany and the underwriter(s), delivered at least ten (10) Business Days prior to the underwriter or effective date of the Initiating Holders. The securities so excluded shall also be withdrawn from registrationregistration statement. Any Registrable Securities or other securities excluded or withdrawn from such underwriting shall also be withdrawn from such registration. If shares are so excluded and withdrawn from the registration and if the number of shares to be included in such registration was previously reduced as a result of marketing factors pursuant to this Section 2.1(e), then the Company shall then offer to all Holders and Other Selling Stockholders who have retained rights to include securities in the registration the right to include additional Registrable Securities or Other Shares in the registration in an aggregate amount equal to the number of shares so withdrawn, with such shares to be allocated among such Holders and Other Selling Stockholders requesting additional inclusion, as set forth aboveregistration.

Underwriting. If the Holders initiating the registration request under this Section 2.3 (the “Initiating Holders Holders”) intend to distribute the Registrable Securities covered by their request by means of an underwriting, then they shall so advise the Company as a part of their request made pursuant to this Section 2.1 2.3 and the Company shall include such information in the written notice given pursuant to Section 2.1(a)(i)Request Notice. In such event, the right of any Holder to include all or any portion of its Registrable Securities in such registration pursuant to this Section 2.1 shall be conditioned upon such Holder’s participation in such underwriting and the inclusion of such Holder’s Registrable Securities in the underwriting (unless otherwise mutually agreed by a majority in interest of the Initiating Holders and such Holder) to the extent provided herein. If the Company shall request inclusion in any registration pursuant to Section 2.1 of securities being sold for its own account, or if other persons shall request inclusion in any registration pursuant to Section 2.1, the Initiating All Holders shall, on behalf of all Holders, offer to include such securities in the underwriting and such offer shall be conditioned upon the participation of the Company or such other persons in such underwriting and the inclusion of the Company’s and such person’s other securities of the Company and their acceptance of the further applicable provisions of this Section 2 (including Section 2.10). The Company shall (together with all Holders and other persons proposing to distribute their securities through such underwriting) underwriting shall enter into an underwriting agreement in customary form with the representative of the managing underwriter or underwriters selected for such underwriting by the Initiating Holders holding of a majority of the Registrable Securities held by such Initiating Holders, which underwriters are being registered and reasonably acceptable to the Company. Notwithstanding any other provision of this Section 2.12.3, if the underwriters advise underwriter(s) advise(s) the Initiating Holders Company in writing that marketing factors require a limitation on of the number of shares securities to be underwritten, then the Company shall so advise all Holders of Registrable Securities which would otherwise be registered and underwritten pursuant hereto, and the number of Registrable Securities and Other Shares that may be so included in the underwriting shall be reduced as required by the underwriter(s) and allocated as follows: (i) first, among all the Holders requesting to include Registrable Securities in such registration statement based on the pro rata percentage of Registrable Securities on a pro rata basis according to the number of Registrable Securities then outstanding held by each Holder requesting registration (including the Initiating Holders); provided, however, that the number of shares of Registrable Securities to be included in such Holdersunderwriting and registration shall not be reduced unless all other securities are first entirely excluded from the underwriting and registration including, assuming conversion; (ii) secondwithout limitation, to the Other Selling Stockholders; all shares that are not Registrable Securities and (iii) thirdare held by any other person, to the Companyincluding, which without limitation, any person who is an employee, officer or director of the Company may allocate, at its discretion, for its own account, or for the account of other holders or employees any subsidiary of the Company; provided further, that at least twenty percent (20%) (or any lesser percentage if the anticipated gross proceeds to the Company from such proposed offering would exceed US$5,000,000) of shares of Registrable Securities requested by the Holders to be included in such underwriting and registration shall be so included. If a person who has requested inclusion in such registration as provided above does not agree to any Holder disapproves of the terms of any such underwriting, such person shall be excluded Holder may elect to withdraw therefrom by written notice from to the CompanyCompany and the underwriter(s), delivered at least ten (10) business days prior to the underwriter or effective date of the Initiating Holders. The securities so excluded shall also be withdrawn from registrationregistration statement. Any Registrable Securities or other securities excluded or withdrawn from such underwriting shall also be withdrawn from such registration. If shares are so excluded and withdrawn from the registration and if the number of shares to be included in such registration was previously reduced as a result of marketing factors pursuant to this Section 2.1(e), then the Company shall then offer to all Holders and Other Selling Stockholders who have retained rights to include securities in the registration the right to include additional Registrable Securities or Other Shares in the registration in an aggregate amount equal to the number of shares so withdrawn, with such shares to be allocated among such Holders and Other Selling Stockholders requesting additional inclusion, as set forth aboveregistration.

Underwriting. If the Holders initiating the registration request under this Section 2.3 (the “Initiating Holders Holders”) intend to distribute the Registrable Securities covered by their request by means of an underwriting, then they shall so advise the Company as a part of their request made pursuant to this Section 2.1 2.3 and the Company shall include such information in the written notice given pursuant to Section 2.1(a)(i)Request Notice. In such event, the right of any Holder to include all or any portion of its Registrable Securities in such registration pursuant to this Section 2.1 shall be conditioned upon such Holder’s participation in such underwriting and the inclusion of such Holder’s Registrable Securities in the underwriting (unless otherwise mutually agreed by a majority in interest of the Initiating Holders and such Holder) to the extent provided herein. If the Company shall request inclusion in any registration pursuant to Section 2.1 of securities being sold for its own account, or if other persons shall request inclusion in any registration pursuant to Section 2.1, the Initiating All Holders shall, on behalf of all Holders, offer to include such securities in the underwriting and such offer shall be conditioned upon the participation of the Company or such other persons in such underwriting and the inclusion of the Company’s and such person’s other securities of the Company and their acceptance of the further applicable provisions of this Section 2 (including Section 2.10). The Company shall (together with all Holders and other persons proposing to distribute their securities through such underwriting) underwriting shall enter into an underwriting agreement in customary form with the representative of the managing underwriter or underwriters selected for such underwriting by the Initiating Holders holding of a majority of the Registrable Securities held by such Initiating Holders, which underwriters are being registered and reasonably acceptable to the Company. Notwithstanding any other provision of this Section 2.12.3, if the underwriters advise underwriter(s) advise(s) the Initiating Holders Company in writing that marketing factors require a limitation on of the number of shares securities to be underwrittenunderwritten then the Company shall so advise all Holders of Registrable Securities which would otherwise be registered and underwritten pursuant hereto, and the number of Registrable Securities and Other Shares that may be so included in the underwriting shall be reduced as required by the underwriter(s) and allocated as follows: (i) first, among all the Holders requesting to include Registrable Securities in such registration statement based on the pro rata percentage of Registrable Securities on a pro rata basis according to the number of Registrable Securities then outstanding held by such Holders, assuming conversion; each Holder requesting registration (ii) second, to the Other Selling Stockholders; and (iii) third, to the Company, which the Company may allocate, at its discretion, for its own account, or for the account of other holders or employees of the Company. If a person who has requested inclusion in such registration as provided above does not agree to the terms of any such underwriting, such person shall be excluded therefrom by written notice from the Company, the underwriter or including the Initiating Holders. The securities so excluded shall also be withdrawn from registration. Any Registrable Securities or other securities excluded or withdrawn from such underwriting shall also be withdrawn from such registration. If shares are so withdrawn from the registration and if ); provided, however, that the number of shares of Registrable Securities to be included in such underwriting and registration was previously shall not be reduced unless all other securities are first entirely excluded from the underwriting and registration including, without limitation, all shares that are not 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; provided further, at least seventy-five percent (75%) of shares of Registrable Securities requested by the Holders to be included in such underwriting and registration shall be so included, and provided, further, that prior to reducing the number of any Registrable Securities issuable upon conversion of Series A Shares then issued and outstanding or issuable (including any Ordinary Shares issued or issuable upon the conversion or exercise of any warrant, right or other security which is issued as a result dividend or other distribution with respect to, or in exchange for or in replacement of, any Series A Shares described in Clause (1) of marketing factors pursuant to this Section 2.1(e2.2(b)), then the Company shall then offer to first exclude all Holders and Other Selling Stockholders who have retained rights to include other securities for which registration is being sought in the registration the right to include additional Registrable Securities or Other Shares in the registration in an aggregate amount equal to the number of shares so withdrawn, connection with such shares to be allocated among such Holders and Other Selling Stockholders requesting additional inclusion, as set forth aboveunderwriting.

Underwriting. If the Initiating Holders intend to distribute the ------------ Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company as a part of their request made pursuant to this Section 2.1 II(A)(1) and the Company shall include such information in the written notice given pursuant referred to Section 2.1(a)(iin Subsection II(A)(1)(a). In such event, the The right of any Holder to include all or any portion of its Registrable Securities in such registration pursuant to this Section 2.1 II(A)(1) shall be conditioned upon such Holder’s 's participation in such underwriting and the inclusion of such Holder’s 's Registrable Securities in the underwriting (unless otherwise mutually agreed by a majority in interest of the Initiating Holders and such Holder) to the extent provided herein. If the Company shall request inclusion in any registration pursuant to Section 2.1 of securities being sold for its own account, or if other persons shall request inclusion in any registration pursuant to Section 2.1, the Initiating Holders shall, on behalf of all Holders, offer to include such securities in the underwriting and such offer shall be conditioned upon the participation of the Company or such other persons in such underwriting and the inclusion of the Company’s and such person’s other securities of the Company and their acceptance of the further applicable provisions of this Section 2 (including Section 2.10). The Company shall (together with all Holders and other persons proposing to distribute their securities through such underwriting) enter into an underwriting agreement in customary form with the representative of the underwriter or underwriters selected for such underwriting by a majority in interest of the Initiating Holders holding a majority of the Registrable Securities held by such Initiating Holders, which underwriters are reasonably acceptable to the Company. Notwithstanding any other provision of this Section 2.12, if the underwriters advise underwriter advises the Initiating Holders in writing that marketing factors require a limitation on of the number of shares to be underwritten, the number Initiating Holders shall so advise all Holders of Registrable Securities who have elected to participate in such offering, and Other Shares the number of shares of Registrable Securities that may be so included in the registration and underwriting shall be allocated as follows: (i) first, among all such Holders requesting thereof in proportion, as nearly as practicable, to include Registrable Securities in such registration statement based on the pro rata percentage respective amounts of Registrable Securities held by such Holders, assuming conversion; (ii) second, to the Other Selling Stockholders; and (iii) third, to the Company, which the Company may allocate, at its discretion, for its own account, or for the account of other holders or employees of the Company. If a person who has requested inclusion in such registration as provided above does not agree to any Holder of Registrable Securities disapproves of the terms of any such the underwriting, such person shall be excluded he may elect to withdraw therefrom by written notice from to the Company, the underwriter or and the Initiating Holders. The securities so excluded shall also be withdrawn from registration. Any Registrable Securities or other securities which are excluded from the underwriting by reason of the underwriter's marketing limitation or withdrawn from such underwriting shall also be withdrawn from such registration. If shares are the underwriter has not limited the number of Registrable Securities to be underwritten, the Company, employees of the Company and other holders of the Company's Common Stock may include securities for its (or their) own account in such registration if the underwriter so withdrawn from the registration agrees and if the number of shares to be Registrable Securities which would otherwise have been included in such registration was previously reduced as a result of marketing factors pursuant to this Section 2.1(e), then the Company shall then offer to all Holders and Other Selling Stockholders who have retained rights to include securities in the registration the right to include additional Registrable Securities or Other Shares in the registration in an aggregate amount equal to the number of shares so withdrawn, with such shares to underwriting will not thereby be allocated among such Holders and Other Selling Stockholders requesting additional inclusion, as set forth abovelimited.

Underwriting. If the Holders initiating the registration request under this Section 2.3 (the “Initiating Holders Holders”) intend to distribute the Registrable Securities covered by their request by means of an underwriting, then they shall so advise the Company as a part of their request made pursuant to this Section 2.1 2.3 and the Company shall include such information in the written notice given pursuant to Section 2.1(a)(i)Request Notice. In such event, the right of any Holder to include all or any portion of its Registrable Securities in such registration pursuant to this Section 2.1 shall be conditioned upon such Holder’s participation in such underwriting and the inclusion of such Holder’s Registrable Securities in the underwriting (unless otherwise mutually agreed by a majority in interest of the Initiating Holders and such Holder) to the extent provided herein. If the Company shall request inclusion in any registration pursuant to Section 2.1 of securities being sold for its own account, or if other persons shall request inclusion in any registration pursuant to Section 2.1, the Initiating All Holders shall, on behalf of all Holders, offer to include such securities in the underwriting and such offer shall be conditioned upon the participation of the Company or such other persons in such underwriting and the inclusion of the Company’s and such person’s other securities of the Company and their acceptance of the further applicable provisions of this Section 2 (including Section 2.10). The Company shall (together with all Holders and other persons proposing to distribute their securities through such underwriting) underwriting shall enter into an underwriting agreement in customary form with the representative of the managing underwriter or underwriters selected for such underwriting by the Initiating Holders holding of a majority of the Registrable Securities held by such Initiating Holders, which underwriters are being registered and reasonably acceptable to the Company. Notwithstanding any other provision of this Section 2.12.3, if the underwriters advise underwriter(s) advise(s) the Initiating Holders Company in writing that marketing factors require a limitation on of the number of shares securities to be underwritten, then the Company shall so advise all Holders of Registrable Securities which would otherwise be registered and underwritten pursuant hereto, and the number of Registrable Securities and Other Shares that may be so included in the underwriting shall be reduced as required by the underwriter(s) and allocated as follows: (i) first, among all the Holders requesting to include of Registrable Securities on a pro rata basis according to the number of Registrable Securities then Outstanding held by each Holder requesting registration (including the Initiating Holders); provided, however, that the number of shares of Registrable Securities to be included by the Holders of Registrable Securities issued or issuable upon conversion of the Preferred Shares (the “Preferred Registrable Securities”) in such underwriting and registration statement based on shall not be reduced unless all other securities are first entirely excluded from the pro rata percentage of underwriting and registration including, without limitation, all Registrable Securities held by the other Holders and all shares that are not 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 and all shares that are not Registrable Securities shall not be included unless all Registrable Securities are included in such Holdersregistration; provided further, assuming conversion; that at least thirty percent (ii30%) second, of Registrable Securities requested by the Holders to be included in such underwriting and registration shall be so included and shall be allocated first to the Other Selling Stockholders; and (iii) third, Series C Preferred Shareholders before being allocated to the Company, which the Company may allocate, at its discretion, for its own account, or for the account of any other holders or employees of the CompanyHolders. If a person who has requested inclusion in such registration as provided above does not agree to any Holder disapproves of the terms of any such underwriting, such person shall be excluded Holder may elect to withdraw therefrom by written notice from to the CompanyCompany and the underwriter(s), delivered at least ten (10) business days prior to the underwriter or effective date of the Initiating Holders. The securities so excluded shall also be withdrawn from registrationregistration statement. Any Registrable Securities or other securities excluded or withdrawn from such underwriting shall also be withdrawn from such registration. If shares are so excluded and withdrawn from the registration and if the number of shares to be included in such registration was previously reduced as a result of marketing factors pursuant to this Section 2.1(e), then the Company shall then offer to all Holders and Other Selling Stockholders who have retained rights to include securities in the registration the right to include additional Registrable Securities or Other Shares in the registration in an aggregate amount equal to the number of shares so withdrawn, with such shares to be allocated among such Holders and Other Selling Stockholders requesting additional inclusion, as set forth aboveregistration.