Common use of Allocation of Registration Opportunities Clause in Contracts

Allocation of Registration Opportunities. In any circumstance in which all of the Registrable Securities and other shares of the Company with registration rights (the “Other Shares”) requested to be included in a registration contemplated by Section 2(a) cannot be so included as a result of limitations of the aggregate number of shares of Registrable Securities and Other Shares that may be so included, the number of shares of Registrable Securities and Other Shares that may be so included shall be allocated among the Holders and Other Shareholders requesting inclusion of shares pro rata on the basis of the number of shares of Registrable Securities and Other Shares held by such Holders and Other Shareholders; provided, however, that such allocation shall not operate to reduce the aggregate number of Registrable Securities and Other Shares to be included in such registration, if any Holder or Other Shareholder does not request inclusion of the maximum number of shares of Registrable Securities and Other Shares allocated to such Holder or Other Shareholder pursuant to the above-described procedure, then the remaining portion of such allocation shall be reallocated among those requesting Holders and Other Shareholders whose allocations did not satisfy their requests pro rata on the basis of the number of shares of Registrable Securities and Other Shares which would be held by such Holders and Other Shareholders, assuming conversion, and this procedure shall be repeated until all of the shares of Registrable Securities and Other Shares which may be included in the registration on behalf of the Holders and Other Shareholders have been so allocated.

Allocation of Registration Opportunities. In any circumstance in which all of the Registrable Securities and other shares of the Company with registration rights (the “Other Shares”) requested to be included in a registration contemplated by Section 2(a1.3(a) cannot be so included as a result of limitations of the aggregate number of shares of Registrable Securities and Other Shares that may be so included, the number of shares of Registrable Securities and Other Shares that may be so included shall be allocated allocated, subject to the registration rights applicable to the Other Shares which shall control in event of a conflict with provisions hereof, among the Holders and Other Shareholders requesting inclusion of shares pro rata on the basis of the number of shares of Registrable Securities and Other Shares held by such Holders and Other Shareholders; provided, however, that such allocation shall not operate to reduce the aggregate number of Registrable Securities and Other Shares to be included in such registration, if any Holder or Other Shareholder does not request inclusion of the maximum number of shares of Registrable Securities and Other Shares allocated to such Holder or Other Shareholder pursuant to the above-described procedure, then the remaining portion of such allocation shall be reallocated among those requesting Holders and Other Shareholders whose allocations did not satisfy their requests pro rata on the basis of the number of shares of Registrable Securities and Other Shares which would be held by such Holders and Other Shareholders, assuming conversion, and this procedure shall be repeated until all of the shares of Registrable Securities and Other Shares which may be included in the registration on behalf of the Holders and Other Shareholders have been so allocated.

Allocation of Registration Opportunities. In any circumstance in which all of the Registrable Securities and other shares of the Company with registration rights (the “"Other Shares”") requested to be included in a registration contemplated by Section 2(a) on behalf of the Holders or Other Stockholders cannot be so included as a result of limitations of the aggregate number of shares of Registrable Securities and Other Shares that may be so included, the number of shares of Registrable Securities and Other Shares that may be so included shall be allocated among the Holders and Other Shareholders Stockholders requesting inclusion of shares pro rata on the basis of the number of shares of Registrable Securities and Other Shares held by such Holders and Other ShareholdersStockholders; provided, however, that such allocation shall not operate to reduce the aggregate number of Registrable Securities and Other Shares to be included in such registration, if any Holder or Other Shareholder Stockholder does not request inclusion of the maximum number of shares of Registrable Securities and Other Shares allocated to such Holder or Other Shareholder him pursuant to the above-described procedure, then the remaining portion of such his allocation shall be reallocated among those requesting Holders and Other Shareholders Stockholders whose allocations did not satisfy their requests pro rata on the basis of the number of shares of Registrable Securities and Other Shares which would be held by such Holders and Other ShareholdersStockholders, assuming conversion, and this procedure shall be repeated until all of the shares of Registrable Securities and Other Shares which may be included in the registration on behalf of the Holders and Other Shareholders Stockholders have been so allocated.

Allocation of Registration Opportunities. In Except as otherwise provided in this Agreement, in any circumstance in which all of the Registrable Securities and other shares of the Company with registration rights (the “Other Shares”) Shares requested to be included in a registration contemplated by Section 2(a) on behalf of the Holders or Other Stockholders cannot be so included as a result of limitations of in the aggregate number of shares of Registrable Securities and Other Shares that may be so included, the number of shares of Registrable Securities and Other Shares that may be so included (if any) shall be allocated among the Holders and excluded, first by excluding Other Shareholders requesting inclusion of shares Shares, pro rata on the basis of the number of shares of Registrable Securities and Other Shares held by such Holders Other Stockholders, and Other Shareholders; providedthereafter by excluding Registrable Securities, howeverpro rata on the basis of the number of Registrable Securities held by such Holders, that such allocation shall not operate to reduce until the aggregate number of Registrable Securities and Other Shares to (if any) may be included in such registration, if . If any Holder or Other Shareholder Stockholder does not request inclusion of the maximum number of shares of Registrable Securities and Other Shares allocated to such Holder or Other Shareholder person pursuant to the above-above described procedureformula, then the remaining portion of such person’s allocation shall be reallocated among those requesting Holders and and/or Other Shareholders Stockholders whose allocations did not satisfy their requests requests, pro rata on the same basis of the number of shares of Registrable Securities and Other Shares which would be held by such Holders and Other Shareholders, assuming conversionas described above, and this procedure shall be repeated until all of the shares of Registrable Securities and and/or Other Shares which that may be included in the such registration on behalf of the Holders and and/or Other Shareholders Stockholders have been so allocated. For purposes of the preceding sentence concerning apportionment, for any selling stockholder that is a Holder of Registrable Securities and that is a venture capital fund, partnership or corporation, such Holder together with all partners, retired partners, members, retired members and other equity owners or Affiliates of such Holder, or the estates and Family Members of any such individuals and any trusts for the benefit of any of the foregoing persons shall be deemed to be a single “selling Holder,” and any pro rata reduction with respect to such “selling Holder” shall be based upon the aggregate amount of Registrable Securities owned by all such related entities and individuals.

Allocation of Registration Opportunities. In any circumstance in which all of the Registrable Securities Stock and other shares of the Company ACI Common Stock (including shares of common stock issued or issuable upon conversion of shares of any currently unissued series of preferred stock of ACI) with registration rights (the “"Other Shares”") requested to be included in a registration contemplated by Section 2(aon behalf ------------ of the Holder or other selling stockholders ("Other Stockholders") cannot be so ------------------- included as a result of limitations of the aggregate number of shares of Registrable Securities Stock and Other Shares that may be so included, the number of shares of Registrable Securities Stock and Other Shares that may be so included shall be allocated among the Holders Holder and Other Shareholders Stockholders requesting inclusion of shares pro rata on the basis of the number of shares of Registrable Securities Stock and Other Shares that would be held by such Holders the Holder and Other ShareholdersStockholders, assuming conversion; provided, however, however that such allocation shall not operate to reduce the aggregate number of shares of Registrable Securities Stock and Other Shares to be included in such registration, if any . If the Holder or any Other Shareholder Stockholder does not request inclusion of the maximum number of shares of Registrable Securities Stock and Other Shares allocated to such Holder or Other Shareholder Person pursuant to the above-described procedure, then the remaining portion of any such Person's allocation shall be reallocated among those requesting Holders Holder and Other Shareholders Stockholders whose allocations did not satisfy their requests pro rata on the basis of the number of shares of Registrable Securities Stock and Other Shares which would be held by such Holders the Holder and Other ShareholdersStockholders, assuming conversion, and this procedure shall be repeated until all of the shares of Registrable Securities Stock and Other Shares which may be included in the registration on behalf of the Holders Holder and Other Shareholders Stockholders have been so allocated.

Allocation of Registration Opportunities. In any circumstance in which all of the Registrable Securities and other shares of Common Stock of the Company (including shares of Common Stock issued or issuable upon conversion of shares of any currently unissued series of Preferred Stock of the Company) with registration rights (the “"Other Shares”") requested to be included in a registration contemplated by Section 2(a) on behalf of the Holders or other selling stockholders cannot be so included as a result of limitations of the aggregate number of shares of Registrable Securities and Other Shares that may be so included, the number of shares of Registrable Securities and Other Shares that may be so included shall be allocated among the Holders and Other Shareholders other selling stockholders requesting inclusion of shares pro rata on the basis of the number of shares of Registrable Securities and Other Shares that would be held by such Holders and Other Shareholdersother selling stockholders, assuming conversion; provided, however, that such allocation shall not operate to reduce the aggregate number of Registrable Securities and Other Shares to be included in such registration, if any Holder or Other Shareholder other selling stockholder does not request inclusion of the maximum number of shares of Registrable Securities and Other Shares allocated to such Holder or Other Shareholder him pursuant to the above-described procedure, then in which case the remaining portion of such his allocation shall be reallocated among those requesting Holders and Other Shareholders other selling stockholders whose allocations did not satisfy their requests pro rata on the basis of the number of shares of Registrable Securities and Other Shares which would be held by such Holders and Other Shareholdersother selling stockholders, assuming conversion, and this procedure shall be repeated until all of the shares of Registrable Securities and Other Shares which may be included in the registration on behalf of the Holders and Other Shareholders other selling stockholders have been so allocated. The Company shall not limit the number of Registrable Securities to be included in a registration pursuant to this Agreement in order to include shares held by stockholders with no registration rights or to include shares of stock issued to employees, officers, directors, or consultants pursuant to the Company's stock option or similar compensation plan, or in the case of registrations under Sections 1.3 or 1.6 hereof, in order to include in such registration securities registered for the Company's own account.

Allocation of Registration Opportunities. In any circumstance in which all of the Registrable Securities and other shares of Common Stock of the Company (including shares of Common Stock issued or issuable upon conversion of shares of any currently unissued series of Preferred Stock of the Company) with registration rights (the “Other Shares”) requested to be included in a registration contemplated by Section 2(a) on behalf of the Holders or Other Shareholders cannot be so included as a result of limitations of the aggregate number of shares of Registrable Securities and Other Shares that may be so included, the number of shares of Registrable Securities and Other Shares that may be so included shall be allocated among the Holders and Other Shareholders requesting inclusion of shares pro rata on the basis of the number of shares of Registrable Securities and Other Shares that would be held by such Holders and Other Shareholders, assuming conversion; provided, however, that such allocation shall not operate to reduce the aggregate number of Registrable Securities and Other Shares to be included in such registration, if any Holder or Other Shareholder does not request inclusion of the maximum minimum number of shares of Registrable Securities and Other Shares allocated to such Holder or Other Shareholder him pursuant to the above-described procedure, then the remaining portion of such his allocation shall be reallocated among those requesting Holders and Other Shareholders whose allocations did not satisfy their requests pro rata on the basis of the number of shares of Registrable Securities and Other Shares which that would be held by such Holders and Other Shareholders, assuming conversion, and this procedure shall be repeated until all of the shares of Registrable Securities and Other Shares which may be included in the registration on behalf of the Holders and Other Shareholders have been so allocated. The Company shall not limit the number of Registrable Securities to be included in a registration pursuant to this Agreement in order to include shares held by shareholders with no registration rights or to include any other shares of stock issued to employees, officers, directors, or consultants pursuant to the Company’s employee stock option plan or other equity plans or arrangements, or with respect to registrations under Sections 1.2 or 1.5 hereof, in order to include in such registration securities registered for the Company’s own account.

Allocation of Registration Opportunities. In any circumstance in which all of the Registrable Securities and other shares Common Stock of the Company with registration rights (the “"Other Shares”") requested to be included in a registration contemplated by Section 2(a) on behalf of the holders of Registrable Securities or other selling stockholders cannot be so included as a result of limitations of the aggregate number of shares of Registrable Securities and Other Shares that may be so included, the number of shares of Registrable Securities and Other Shares that may be so included shall be allocated among the Holders holders of Registrable Securities and Other Shareholders other selling stockholders requesting inclusion of shares pro rata on the basis of the number of shares of Registrable Securities and Other Shares that would be held by such Holders holders and Other Shareholders; provided, however, that such allocation shall not operate to reduce the aggregate number other selling stockholders. If any holder of Registrable Securities and Other Shares to be included in such registration, if any Holder or Other Shareholder other selling stockholder does not request inclusion of the maximum number of shares of Registrable Securities and Other Shares allocated to such Holder or Other Shareholder him pursuant to the above-described this procedure, then the remaining portion of such his allocation shall be reallocated among those requesting Holders holders of Registrable Securities and Other Shareholders other selling stockholders whose allocations did not satisfy their requests pro rata on the basis of the number of shares of Registrable Securities and Other Shares which would be held by such Holders holders and Other Shareholders, assuming conversionother selling stockholders, and this procedure shall be repeated until all of the shares of Registrable Securities and Other Shares which may be included in the registration on behalf of the Holders holders of Registrable Securities and Other Shareholders other selling stockholders have been so allocated. The Company shall not limit the number of Registrable Securities to be included in a registration pursuant to this Agreement in order to include shares held by stockholders with no registration rights or to include in that registration shares of stock issued to employees, officers, directors, or consultants pursuant to the Company's stock option plan, or in order to include in such registration securities registered for the Company's own account.

Allocation of Registration Opportunities. In Except as otherwise provided in Section 1.3(b) hereof, in any circumstance in which all of the Registrable Securities and other shares of Common Stock of the Company (including shares of Common Stock issued or issuable upon conversion of shares of any currently unissued series of preferred stock of the Company) with registration rights (the “Other Shares”) requested to be included in a registration contemplated by Section 2(a) on behalf of the Holders or other selling stockholders cannot be so included as a result of limitations of the aggregate number of shares of Registrable Securities and Other Shares that may be so included, then the number of shares of Registrable Securities and Other Shares that may be so included in the offering shall be allocated among allocated, first, to the Holders and Other Shareholders requesting inclusion of shares pro rata on the basis of the number of shares of Registrable Securities and Other Shares held by such Holders and Other Shareholders; provided, however, that such allocation shall not operate to reduce pro rata based on the aggregate number of Registrable Securities and Other Shares held by all such Holders (including the Initiating Holders), and, second, to any other selling stockholders. In no event shall any Registrable Securities be included in excluded from such registration, if underwriting unless all other securities are first excluded. If any Holder or Other Shareholder other selling stockholder does not request inclusion of the maximum number of shares of Registrable Securities and Other Shares allocated to such Holder or Other Shareholder him pursuant to the above-described procedure, then the remaining portion of such his allocation shall be reallocated among those requesting Holders and Other Shareholders other selling stockholders whose allocations did not satisfy their requests pro rata on the basis of the number of shares of Registrable Securities and Other Shares which would be held by such Holders and Other Shareholdersother selling stockholders, assuming conversion, and this procedure shall be repeated until all of the shares of Registrable Securities and Other Shares which may be included in the registration on behalf of the Holders and Other Shareholders other selling stockholders have been so allocated.

Allocation of Registration Opportunities. In any circumstance in which all of the Registrable Securities and other shares of Common Stock (including shares of Common Stock issued or issuable upon conversion of shares of any currently unissued series of Preferred Stock of the Company Company) with registration rights (the “Other Shares”"OTHER SHARES") requested to be included in a registration contemplated by Section 2(a) on behalf of the Holders or other selling shareholders cannot be so included as a result of limitations of on the aggregate number of shares of Registrable Securities and Other Shares that may be so included, the number of shares of Registrable Securities and Other Shares that may be so included shall be allocated among the Holders and Other Shareholders other selling shareholders requesting inclusion of shares first to the Holders pro rata on the basis of the number of shares of Registrable Securities held by such Holders (assuming conversion) and then, if any availability remains, to the other selling shareholders pro rata on the basis of the number of Other Shares held by such Holders and Other Shareholdersother selling shareholders (assuming conversion); provided, however, that such allocation shall not operate to reduce the aggregate number of Registrable Securities and Other Shares to be included in such registration, if . If any Holder or Other Shareholder other selling shareholder does not request inclusion of the maximum number of shares of Registrable Securities and Other Shares allocated to such Holder or Other Shareholder shareholder pursuant to the above-described procedure, then the remaining portion of the allocation of such allocation Holder or shareholder shall be reallocated among those requesting Holders and Other Shareholders other selling shareholders whose allocations did not satisfy their requests in the priority identified above pro rata on the basis of the number of shares of Registrable Securities and Other Shares which would be Shares, as applicable, that are held by such Holders and Other Shareholdersother selling shareholders, as applicable, in each case assuming conversion, and this procedure shall be repeated until all of the shares of Registrable Securities and Other Shares which may be included in the registration on behalf of the Holders and Other Shareholders other selling shareholders shall have been so allocated. The Company shall not limit the number of Registrable Securities to be included in a registration pursuant to this Agreement in order to include shares held by shareholders with no registration rights or to include any shares of stock issued to employees, officers, directors or consultants pursuant to the Company's stock option plan or any other employee benefit plan (or, with respect to registrations under Sections 3.1 or 3.4 hereof, in order to include in such registration securities registered for the Company's own account).

Allocation of Registration Opportunities. In any circumstance in which all of the Registrable Securities and other shares of the Company with registration rights (the “"Other Shares”") requested to be included in a registration contemplated by Section 2(a) cannot be so included as a result of limitations of the aggregate number of shares of Registrable Securities and Other Shares that may be so included, the number of shares of Registrable Securities and Other Shares that may be so included shall be allocated among the Holders and Other Shareholders requesting inclusion of shares pro rata on the basis of the number of shares of Registrable Securities and Other Shares held by such Holders and Other Shareholders; provided, however, that such allocation shall not operate to reduce the aggregate number of Registrable Securities and Other Shares to be included in such registration, if any Holder or Other Shareholder does not request inclusion of the maximum number of shares of Registrable Securities and Other Shares allocated to such Holder or Other Shareholder pursuant to the above-described procedure, then the remaining portion of such allocation shall be reallocated among those requesting Holders and Other Shareholders whose allocations did not satisfy their requests pro rata on the basis of the number of shares of Registrable Securities and Other Shares which would be held by such Holders and Other Shareholders, assuming conversion, and this procedure shall be repeated until all of the shares of Registrable Securities and Other Shares which may be included in the registration on behalf of the Holders and Other Shareholders have been so allocated.

Allocation of Registration Opportunities. In any circumstance in which all of the Registrable Securities Registerable Shares and other shares of Common Stock of the Company (including shares of Common Stock issued or issuable upon conversion of shares of any series of Preferred Stock of the Company) with registration rights (the “Other Shares”) requested to be included in a registration contemplated by effected pursuant to Section 2(a) 1.3 on behalf of the Holder’s or other selling stockholders cannot be so included as a result of limitations of the aggregate number of shares of Registrable Securities Registerable Shares and Other Shares that may be so included, the number of shares of Registrable Securities Registerable Shares and Other Shares that may be so included shall be allocated among the Holders and Other Shareholders other selling stockholders requesting inclusion of shares pro rata on the basis of the number of shares of Registrable Securities Registerable Shares and Other Shares other shares that would be held by such Holders and other selling stockholders, assuming conversion (“Other ShareholdersShares”); provided, however, however that such allocation shall not operate to reduce the aggregate number of Registrable Securities Registerable Shares and Other Shares to be included in such registration, if any Holder or Other Shareholder other selling stockholder does not request inclusion of the maximum number of shares of Registrable Securities Registerable Shares and Other Shares allocated to such Holder or Other Shareholder him pursuant to the above-described procedure, then in which case the remaining portion of such his allocation shall be reallocated among those requesting Holders and Other Shareholders other selling stockholders whose allocations did not satisfy their requests pro rata on the basis of the number of shares of Registrable Securities Registerable Shares and Other Shares which would be held by such Holders Holder’s and Other Shareholdersother selling stockholders, assuming conversion, and this procedure shall be repeated until all of the shares of Registrable Securities Registerable Shares and Other Shares which may be included in the registration on behalf of the Holders Holder’s and Other Shareholders other selling stockholder’s have been so allocated.. The Company shall not limit the number of Registerable Shares to be included in a registration pursuant to this Agreement in order to include shares held by stockholders with no registration rights or to include shares of stock issued to employees, officers, directors, or consultants pursuant to the Company’s stock option or similar compensation plan, or in the case of the registration under Section 1.2 hereof, in order to include in such registration securities registered for the Company’s own account,

Allocation of Registration Opportunities. In any circumstance in which all of the Registrable Securities and other shares of the Company PURCHASER with registration rights (the “"Other Shares”") requested to be included in a registration contemplated by Section 2(a) on behalf of the Holders or Other Stockholders cannot be so included as a result of limitations of the aggregate number of shares of Registrable Securities and Other Shares that may be so included, the number of shares of Registrable Securities and Other Shares that may be so included shall be allocated among the Holders and Other Shareholders Stockholders requesting inclusion of shares pro rata on the basis of the number of shares of Registrable Securities and Other Shares held by such Holders and Other ShareholdersStockholders; provided, however, that such allocation shall not operate to reduce the aggregate number of Registrable Securities and Other Shares to be included in such registration, if any Holder or Other Shareholder Stockholder does not request inclusion of the maximum number of shares of Registrable Securities and Other Shares allocated to such Holder or Other Shareholder him pursuant to the above-described procedure, then the remaining portion of such his allocation shall be reallocated among those requesting Holders and Other Shareholders Stockholders whose allocations did not satisfy their requests pro rata on the basis of the number of shares of Registrable Securities and Other Shares which would be held by such Holders and Other ShareholdersStockholders, assuming conversion, and this procedure shall be repeated until all of the shares of Registrable Securities and Other Shares which may be included in the registration on behalf of the Holders and Other Shareholders Stockholders have been so allocated.

Allocation of Registration Opportunities. In any circumstance in which all of the Registrable Securities and other shares of Common Stock of the Company (including shares of Common Stock issued or issuable upon conversion of shares of any currently unissued series of Preferred Stock of the Company) with registration rights (the “Other Shares”) requested to be included in a registration contemplated by Section 2(a) on behalf of the Holders or other selling stockholders cannot be so included as a result of limitations of the aggregate number of shares of Registrable Securities and Other Shares that may be so included, the number of shares of Registrable Securities and Other Shares that may be so included shall be allocated first to the Holders, and then among the Holders and Other Shareholders other selling stockholders requesting inclusion of shares shares, in each case pro rata on the basis of the number of shares of Registrable Securities and Other Shares that would be held by such Holders and Other Shareholdersother selling stockholders, assuming conversion; provided, however, that such allocation shall not operate to reduce the aggregate number of Registrable Securities and Other Shares to be included in such registration, if any Holder or Other Shareholder other selling stockholder does not request inclusion of the maximum number of shares of Registrable Securities and Other Shares allocated to such Holder or Other Shareholder him pursuant to the above-described procedure, then and the remaining portion of such his allocation shall be reallocated among those requesting Holders and Other Shareholders other selling stockholders whose allocations did not satisfy their requests pro rata on the basis of the number of shares of Registrable Securities and Other Shares which would be held by such Holders and Other Shareholdersother selling stockholders, assuming conversion, and this procedure shall be repeated until all of the shares of Registrable Securities and Other Shares which may be included in the registration on behalf of the Holders and Other Shareholders other selling stockholders have been so allocated. The Company shall not limit the number of Registrable Securities to be included in a registration pursuant to this Agreement in order to include shares held by stockholders with no registration rights or any other shares of stock issued to employees or consultants pursuant to a Company Stock Option Plan, in order to include in such registration securities registered for the Company’s own account.

Allocation of Registration Opportunities. In any circumstance in which all of the Registrable Securities Stock and other shares of the Company ACI Common Stock (including shares of common stock issued or issuable upon conversion of shares of any currently unissued series of preferred stock of ACI) with registration rights (the “"Other Shares”") requested to be included in a registration contemplated by Section 2(aon behalf ------------ of the Holder or other selling stockholders ("Other Stockholders") cannot be so ------------------- included as a result of limitations of the aggregate number of shares of Registrable Securities Stock and Other Shares that may be so included, the number of shares of Registrable Securities Stock and Other Shares that may be so included shall be allocated among the Holders Holder and Other Shareholders Stockholders requesting inclusion of shares pro rata on the basis of the number of shares of Registrable Securities Stock and Other Shares that would be held by such Holders the Holder and Other ShareholdersStockholders, assuming conversion; provided, however, however that such allocation shall not operate to reduce the aggregate number of Registrable Securities Stock and Other Shares to be included in such registration, if any Holder or Other Shareholder Stockholder does not request inclusion of the maximum number of shares of Registrable Securities Stock and Other Shares allocated to such Holder or Other Shareholder him pursuant to the above-described procedure, then the remaining portion of such his allocation shall be reallocated among those requesting Holders Holder and Other Shareholders Stockholders whose allocations did not satisfy their requests pro rata on the basis of the number of shares of Registrable Securities Stock and Other Shares which would be held by such Holders the Holder and Other ShareholdersStockholders, assuming conversion, and this procedure shall be repeated until all of the shares of Registrable Securities Stock and Other Shares which may be included in the registration on behalf of the Holders Holder and Other Shareholders Stockholders have been so allocated.

Allocation of Registration Opportunities. In any circumstance in which all of the Registrable Securities and other shares of Common Stock of the Company (including shares of Common Stock issued or issuable upon conversion of shares of any currently unissued series of Preferred Stock of the Company) with registration rights (the “"Other Shares”") requested to be included in a registration contemplated by Section 2(a) on behalf of the Holders or other selling shareholders cannot be so included as a result of limitations of the aggregate number of shares of Registrable Securities and Other Shares that which may be so included, the number of shares of Registrable Securities and Other Shares that which may be so included shall be allocated among first to the Holders and Other Shareholders requesting inclusion of shares pro rata based on the basis of the number of shares of Registrable Securities held by each, and second to holders of Other Shares (including Holders) pro rata based on the number of shares of Other Shares held by such Holders and Other Shareholderseach (on an as converted basis); provided, however, that such allocation shall not operate to reduce the aggregate number of Registrable Securities and Other Shares to be included in such registrationthat, if any Holder or Other Shareholder does not request inclusion of the maximum number of shares of Registrable Securities and Other Shares allocated to such Holder or Other Shareholder him pursuant to the above-described procedure, then the remaining portion of such his allocation shall be reallocated first among those requesting Holders and Other Shareholders whose allocations did not satisfy with respect to their requests pro rata on the basis of the number of shares of Registrable Securities and second among holders of Other Shares which would be held by such Holders and Other Shareholders, assuming conversion, (including Holders) and this procedure shall be repeated until all of the shares of Registrable Securities and Other Shares which that may be included in the registration on behalf of the Holders and Other Shareholders other selling shareholders have been so allocated. The Company shall not limit the number of Registrable Securities to be included in a registration pursuant to this Agreement (i) in order to include shares held by shareholders with no registration rights or to include stock issued prior to the date of this Agreement, other than to the Holders, or any other shares of stock issued to employees, officers, directors or consultants pursuant to the Company's equity incentive plans, or (ii) with respect to registrations under Sections 1.2 and 1.5 hereof, in order to include in such registration securities registered for the Company's own account.

Allocation of Registration Opportunities. In any circumstance in which all of the Registrable Securities and other outstanding shares of Common Stock of the Company with registration rights (the “"Other Shares”") requested and entitled to be included in a demand registration contemplated by Section 2(a) cannot be so included as a result of limitations of on the aggregate number of shares of Registrable Securities and Other Shares that may be so included, or in case of an Underwriters' Cutback, the number of shares of Registrable Securities and Other Shares that may be so included shall be allocated among the Holders holders of Registrable Securities and Other Shareholders requesting inclusion of shares pro rata other selling stockholders PRO RATA on the basis of the number of shares of Registrable Securities and Other Shares held by such Holders holders and Other Shareholders; provided, however, that such allocation shall not operate to reduce the aggregate number other selling stockholders. If any holder of Registrable Securities and Other Shares to be included in such registration, if any Holder or Other Shareholder other selling stockholder does not request inclusion of the maximum number of shares of Registrable Securities and Other Shares allocated to such Holder or Other Shareholder him pursuant to the above-described this procedure, then the remaining portion of such his allocation shall be reallocated among those requesting Holders holders of Registrable Securities and Other Shareholders other selling stockholders whose allocations did not satisfy their requests pro rata PRO RATA on the basis of the number of shares of Registrable Securities and Other Shares which would be held by such Holders holders and Other Shareholders, assuming conversionother selling stockholders, and this procedure shall be repeated until all of the shares of Registrable Securities and Other Shares which may be included in the registration on behalf of the Holders holders of Registrable Securities and Other Shareholders other selling stockholders have been so allocated. Provided, however, the Company shall not limit the number of Registrable Securities to be included in a registration pursuant to this Agreement in order to include shares held by stockholders with no registration rights or to include in that registration shares of stock issued to employees, officers, directors, or consultants pursuant to any Company stock option plan, and in such case all Registrable Securities covered by the registration shall be sold before any such other securities are sold.

Allocation of Registration Opportunities. In Subject to compliance with Sections 1.2(c) and 1.3(b), in any circumstance in which all of the Registrable Securities and other shares of the Company with registration rights (the “Other Shares”) requested to be included in a registration contemplated by Section 2(a) on behalf of the Holders cannot be so included as a result of limitations of the aggregate number of shares of Registrable Securities and Other Shares that may be so included, the number of shares of Registrable Securities and Other Shares that may be so included shall be allocated among the Holders and Other Shareholders requesting inclusion of shares pro rata on the basis of the number of shares of Registrable Securities and Other Shares that would be held by such Holders and Other ShareholdersHolders, assuming conversion; provided, however, that such allocation shall not operate to reduce the aggregate number of Registrable Securities and Other Shares to be included in such registration, if any Holder or Other Shareholder does not request inclusion of the maximum number of shares of Registrable Securities and Other Shares allocated to such Holder or Other Shareholder him pursuant to the above-described procedure, then in which case the remaining portion of such his allocation shall be reallocated among those requesting Holders and Other Shareholders whose allocations did not satisfy their requests pro rata on the basis of the number of shares of Registrable Securities and Other Shares which would be held by such Holders and Other ShareholdersHolders, assuming conversion, and this procedure shall be repeated until all of the shares of Registrable Securities and Other Shares which may be included in the registration on behalf of the Holders and Other Shareholders have been so allocated. The Company shall not limit the number of Registrable Securities to be included in a registration pursuant to this Agreement in order to include shares held by stockholders with no registration rights pursuant to this Agreement or to include shares of stock issued to founders of the Company or to employees, officers, directors, or consultants pursuant to the Company’s stock, option or other equity incentive plans, or in the case of registrations under Sections 1.2 or 1.5 hereof, in order to include in such registration securities registered for the Company’s own account, without the consent of Holders holding at least fifty-three percent (53%) of the Registrable Securities.

Allocation of Registration Opportunities. In any circumstance in which all of the Registrable Securities and other shares of Common Stock of the Company (including shares of Common Stock issued or issuable upon conversion of shares of any currently unissued series of Preferred Stock of the Company) with registration rights (the “"Other Shares”") requested to be included in a registration contemplated by Section 2(a) on behalf of the Holders or other selling shareholders cannot be so included as a result of limitations of the aggregate number of shares of Registrable Securities and Other Shares that may be so included, the number of shares of Registrable Securities and Other Shares that may be so included shall be allocated among the Holders and Other Shareholders other selling shareholders requesting inclusion of shares pro rata on the basis of the number of shares of Registrable Securities and Other Shares that would be held by such Holders and Other Shareholdersother selling shareholders, assuming conversion; provided, however, that such allocation in no event shall not operate to reduce the aggregate number amount of Registrable Securities and Other Shares to included in such registration be reduced below twenty percent (20%) of the total amount of securities included in such registration, unless such registration is the initial public offering of the Company's securities, in which case the Registrable Securities and Other Shares may be excluded if the underwriters make the determination described in subsection 1.3(b) above and no other shareholders' securities are included. If any Holder or Other Shareholder other selling shareholder does not request inclusion of the maximum number of shares of Registrable Securities and Other Shares allocated to such Holder or Other Shareholder it pursuant to the above-described procedure, then the remaining portion of such its allocation shall be reallocated among those requesting Holders and Other Shareholders other selling shareholders whose allocations did not satisfy their requests pro rata on the basis of the number of shares of Registrable Securities and Other Shares which would be held by such Holders and Other Shareholdersother selling shareholders, assuming conversion, and this procedure shall be repeated until all of the shares of Registrable Securities and Other Shares which may be included in the registration on behalf of the Holders and Other Shareholders other selling shareholders have been so allocated. The Company shall not limit the number of Registrable Securities to be included in a registration pursuant to this Agreement in order to include shares held by shareholders with no registration rights or to include stock issued to founders of the Company or any other shares of stock issued to employees, officers, directors, or consultants pursuant to the Company's Equity Incentive Plan, or with respect to registration under Section 1.5 hereof, in order to include in such registration securities registered for the Company's own account.

Allocation of Registration Opportunities. In any circumstance in which all of the Registrable Securities and other shares of Common Stock of the Company (including shares of Common Stock issued or issuable upon conversion of shares of any currently unissued series of Preferred Stock of the Company) with registration rights (the “"Other Shares”") requested to be included in a registration contemplated by Section 2(a) on behalf of the Holders or other selling stockholders cannot be so included as a result of limitations of the aggregate number of shares of Registrable Securities and Other Shares that may be so included, the number of shares of Registrable Securities and Other Shares that may be so included shall be allocated among the Holders and Other Shareholders other selling stockholders requesting inclusion of shares pro rata on the basis of the number of shares of Registrable Securities and Other Shares that would be held by such Holders and Other Shareholdersother selling stockholders, assuming conversion; provided, however, that such allocation shall not operate to reduce the aggregate number of Registrable Securities and Other Shares to be included in such registration, if any Holder or Other Shareholder other selling stockholder does not request inclusion of the maximum minimum number of shares of Registrable Securities and Other Shares allocated to such Holder him, her or Other Shareholder it pursuant to the above-described procedure, then the remaining portion of such his, her or its allocation shall be reallocated among those requesting Holders and Other Shareholders other selling stockholders whose allocations did not satisfy their requests pro rata on the basis of the number of shares of Registrable Securities and Other Shares which that would be held by such Holders and Other Shareholdersother selling stockholders, assuming conversion, and this procedure shall be repeated until all of the shares of Registrable Securities and Other Shares which may be included in the registration on behalf of the Holders and Other Shareholders other selling stockholders have been so allocated.

Allocation of Registration Opportunities. In any circumstance in which all of the Registrable Securities and other shares of the Company with registration rights (the “Other Shares”) requested to be included in a registration contemplated by Section 2(a) on behalf of the Holders cannot be so included as a result of limitations of the aggregate number of shares of Registrable Securities and Other Shares that may be so included, the number of shares of Registrable Securities and Other Shares that may be so included shall be allocated among the Holders and Other Shareholders requesting inclusion of shares pro rata on the basis of the number of shares of Registrable Securities and Other Shares that would be held by such Holders and Other ShareholdersHolders, assuming conversion; provided, however, that such allocation shall not operate to reduce the aggregate number of Registrable Securities and Other Shares to be included in such registration, if . If any Holder or Other Shareholder does not request inclusion of the maximum number of shares of Registrable Securities and Other Shares allocated to such Holder or Other Shareholder him pursuant to the above-described procedure, then the remaining portion of such his allocation shall be reallocated among those requesting Holders and Other Shareholders whose allocations did not satisfy their requests pro rata on the basis of the number of shares of Registrable Securities and Other Shares which would be held by such Holders and Other ShareholdersHolders, assuming conversion, and this procedure shall be repeated until all of the shares of Registrable Securities and Other Shares which may be included in the registration on behalf of the Holders and Other Shareholders have been so allocated.

Allocation of Registration Opportunities. In any circumstance in which all of the Registrable Securities and other shares of the Company with registration rights (the “Other Shares”) requested to be included in a registration contemplated by Section 2(a) on behalf of the Holders cannot be so included as a result of limitations of the aggregate number of shares of Registrable Securities and Other Shares that which may be so included, the number of shares of Registrable Securities and Other Shares that may to be so included shall be allocated among the Holders and Other Shareholders requesting inclusion of shares pro rata on the basis of the number of shares of Registrable Securities and Other Shares that would be held by such Holders and Other ShareholdersHolders, assuming conversion; provided, however, that, so that such allocation shall not operate to reduce the aggregate number of Registrable Securities and Other Shares to be included in such registration, if any Holder or Other Shareholder does not request inclusion of the maximum number of shares of Registrable Securities and Other Shares allocated to such Holder or Other Shareholder him pursuant to the above-described procedure, then the remaining portion of such his allocation shall be reallocated among those requesting Holders and Other Shareholders whose allocations did not satisfy their requests pro rata on the basis of the number of shares of Registrable Securities and Other Shares which that would be held by such Holders and Other Shareholders, assuming conversion, and this procedure shall be repeated until all of the shares of Registrable Securities and Other Shares which that may be included in the registration on behalf of the Holders and Other Shareholders have been so allocated. The Company shall not limit the number of Registrable Securities to be included in a registration pursuant to this Agreement in order to include shares held by shareholders with no registration rights or to include any other shares of stock issued to employees, officers, directors or consultants pursuant to the Company's employee stock option plan or plans, or, with respect to registrations under Section 1.2 hereof, in order to include in such registration securities registered for the Company's own account.

Allocation of Registration Opportunities. In any circumstance in which all of the Registrable Securities and other shares of Common Stock of the Company (including shares of Common Stock issued or issuable upon conversion of shares of any currently unissued series of Preferred Stock of the Company) with registration rights (the “Other Shares”) requested to be included in a registration contemplated by Section 2(a) on behalf of the Holders or Other Shareholders cannot be so included as a result of limitations of the aggregate number of shares of Registrable Securities and Other Shares that may be so included, the number of shares of Registrable Securities and Other Shares that may be so included shall be allocated among the Holders and Other Shareholders requesting inclusion of shares pro rata on the basis of the number of shares of Registrable Securities and Other Shares that would be held by such Holders and Other Shareholders, assuming conversion; provided, however, that such allocation shall not operate to reduce the aggregate number of Registrable Securities and Other Shares to be included in such registration, if any Holder or Other Shareholder Subscriber does not request inclusion of the maximum minimum number of shares of Registrable Securities and Other Shares allocated to such Holder or Other Shareholder him pursuant to the above-described procedure, then the remaining portion of such his allocation shall be reallocated among those requesting Holders and Other Shareholders whose allocations did not satisfy their requests pro rata on the basis of the number of shares of Registrable Securities and Other Shares which that would be held by such Holders and Other Shareholders, assuming conversion, and this procedure shall be repeated until all of the shares of Registrable Securities and Other Shares which may be included in the registration on behalf of the Holders and Other Shareholders have been so allocated. The Company shall not limit the number of Registrable Securities to be included in a registration pursuant to this Agreement in order to include shares held by Subscribers with no registration rights or to include any other shares of stock issued to employees, officers, directors, or consultants pursuant to the Company’s employee stock option plan or other equity plans or arrangements, or with respect to registrations under Sections 1.2 or 1.5 hereof, in order to include in such registration securities registered for the Company’s own account.

Allocation of Registration Opportunities. In Subject to the rights of the Prior Holders contained in the Prior Registration Rights Agreements, notwithstanding any other provision of this Section 1.9, in any circumstance in which all of the Registrable Securities and other shares of the Company with registration rights (the “"Other Shares”") requested to be included in a registration contemplated by Section 2(a) on behalf of the Holders or Other Stockholders cannot be so included as a result of limitations of the aggregate number of shares of Registrable Securities and Other Shares that may be so included, the number of shares of Registrable Securities and Other Shares that may be so included shall be allocated among the Prior Holders, the Holders and the Other Shareholders Stockholders requesting inclusion of shares shares, first to the Prior Holders and then to the Holders and the Other Stockholders pro rata on the basis of the number of shares of Registrable Securities and Other Shares held by such Holders and Other ShareholdersStockholders; provided, however, that such allocation shall not operate to reduce the aggregate number of Registrable Securities and Other Shares to be included in such registrationthat, if any Holder or Other Shareholder Stockholder does not request inclusion of the maximum number of shares of Registrable Securities and Other Shares allocated to such Holder or Other Shareholder him pursuant to the above-described procedure, then the remaining portion of such his allocation shall be reallocated among those requesting Holders and Other Shareholders Stockholders whose allocations did not satisfy their requests pro rata on the basis of the number of shares of Registrable Securities and Other Shares which would be held by such Holders and Other ShareholdersStockholders, assuming conversion, and this procedure shall be repeated until all of the shares of Registrable Securities and Other Shares which may be included in the registration on behalf of the Holders and Other Shareholders Stockholders have been so allocated.

Allocation of Registration Opportunities. In any circumstance ---------------------------------------- in which all of the Registrable Securities and other shares securities of the Company with registration rights (the “"Other Shares”") requested to be included in a registration contemplated by Section 2(a) on behalf of the Holders or other selling stockholders cannot be so included as a result of limitations of the aggregate number of shares of Registrable Securities and Other Shares that may be so included, the number of shares of Registrable Securities and Other Shares that may be so included shall be allocated among the Holders and Other Shareholders other selling stockholders requesting inclusion of shares pro rata on the basis of the number of shares of Registrable Securities and Other Shares that would be held by such Holders and Other Shareholdersother selling stockholders, assuming conversion; provided, however, that such allocation shall not operate to reduce the aggregate number of Registrable Securities and Other Shares to be included in such registration, if any Holder or Other Shareholder other selling stockholder does not request inclusion of the maximum number of shares of Registrable Securities and Other Shares allocated to such Holder or Other Shareholder him pursuant to the above-above- described procedure, then the remaining portion of such his allocation shall be reallocated among those requesting Holders and Other Shareholders other selling stockholders whose allocations did not satisfy their requests pro rata on the basis of the number of shares of Registrable Securities and Other Shares which would be held by such Holders and Other Shareholdersother selling stockholders, assuming conversion, and this procedure shall be repeated until all of the shares of Registrable Securities and Other Shares which may be included in the registration on behalf of the Holders and Other Shareholders other selling stockholders have been so allocated; and provided further, with respect to the registration provided in Section 1.3(a), the number of shares of Registrable Securities that may be so included shall be allocated: (a) First, among the Holders requesting inclusion of shares pro rata on the basis of the number of shares of Registrable Securities that would be held by such Holders, assuming conversion; and (b) Second, if all of the Holders requesting inclusion are able to include all of the shares requested to be included by such Holders in such offering, then, the remainder of the shares that may be so included shall be allocated among the other selling stockholders requesting inclusion of shares pro rata on the basis of the number of Other Shares that would be held by such other selling stockholders, assuming conversion. The Company shall not limit the number of Registrable Securities to be included in a registration pursuant to this Agreement in order to include shares held by stockholders with no registration rights.

Allocation of Registration Opportunities. In any circumstance in which all of the Registrable Securities and other shares of the Company with registration rights (the “"Other Shares”") requested to be included in a registration contemplated by Section 2(a) cannot be so included as a result of limitations of the aggregate number of shares of Registrable Securities and Other Shares that may be so included, the number of shares of Registrable Securities and Other Shares that may be so included shall be allocated among the Holders and Other Shareholders requesting inclusion of shares pro rata on the basis of the number of shares of Registrable Securities and Other Shares held by such Holders and Other Shareholders; provided, however, that such allocation shall not operate to reduce the aggregate number of Registrable Securities and Other Shares to be included in such registration, if any Holder or Other Shareholder does not request inclusion of the maximum number of shares of Registrable Securities and Other Shares allocated to such Holder or Other Shareholder pursuant to the above-described procedure, then the remaining portion of such allocation shall be reallocated among those requesting Holders and Other Shareholders whose allocations did not satisfy their requests pro rata on the basis of the number of shares of Registrable Securities and Other Shares which would be held by such Holders and Other Shareholders, assuming conversion, and this procedure shall be repeated until all of the shares of Registrable Securities and Other Shares which may be included in the registration on behalf of the Holders and Other Shareholders have been so allocated. 10.

Allocation of Registration Opportunities. In any circumstance in which all of the Registrable Securities and other shares of the Company Shares with registration rights (the “"Other Shares”") requested to be included in a registration contemplated by Section 2(a) on behalf of the Holders or other selling stockholders cannot be so included as a result of limitations of on the aggregate number of shares of Registrable Securities and Other Shares that may be so included, the number of shares of Registrable Securities and Other Shares that may be so included shall be allocated among the Holders and Other Shareholders other selling stockholders requesting inclusion of shares pro rata on the basis of the number of shares of Registrable Securities and Other Shares that would be held by such Holders and Other Shareholdersother selling stockholders, assuming conversion; provided, provided however, so that such allocation shall not operate to reduce the aggregate number of Registrable Securities and Other Shares to be included in such registration, if any Holder or Other Shareholder other selling stockholder does not request inclusion of the maximum number of shares of Registrable Securities and Other Shares allocated to such Holder or Other Shareholder him pursuant to the above-described procedure, then the remaining portion of such his allocation shall be reallocated among those requesting Holders and Other Shareholders other selling stockholders whose allocations did not satisfy their requests pro rata on the basis of the number of shares of Registrable Securities and Other other Shares which would be held by such Holders and Other Shareholdersother selling stockholders, assuming conversion, and this procedure shall be repeated until all of the shares of Registrable Securities and Other other Shares which may be included in the registration on behalf of the Holders and Other Shareholders other selling stockholders have been so allocated. The Company shall not limit the number of Registrable Securities to be included in a registration pursuant to this Agreement in order to include shares held by stockholders with no registration rights or to include founder's stock or any other shares of stock issued to employees, officers, directors, or consultants pursuant to any Company stock plan(s) in order to include in such registration securities registered for the Company's own account.

Allocation of Registration Opportunities. In any circumstance in which all of the Registrable Securities Stock and other shares of the Company ACI Common Stock (including shares of common stock issued or issuable upon conversion of shares of any currently unissued series of preferred stock of ACI) with registration rights (the “"Other Shares”") requested to be included in a registration contemplated by Section 2(aon behalf ------------ of the Holders or other selling stockholders ("Other Stockholders") cannot be so ------------------ included as a result of limitations of the aggregate number of shares of Registrable Securities Stock and Other Shares that may be so included, the number of shares of Registrable Securities Stock and Other Shares that may be so included shall be allocated among the Holders and Other Shareholders Stockholders requesting inclusion of shares pro rata on the basis of the number of shares of Registrable Securities Stock and Other Shares that would be held by such Holders and Other ShareholdersStockholders, assuming conversion; provided, however, however that such allocation shall not operate to reduce the aggregate number of Registrable Securities Stock and Other Shares to be included in such registration, if any Holder or Other Shareholder Stockholder does not request inclusion of the maximum number of shares of Registrable Securities Stock and Other Shares allocated to such Holder or Other Shareholder him pursuant to the above-described procedure, then the remaining portion of such his allocation shall be reallocated among those requesting Holders and Other Shareholders Stockholders whose allocations did not satisfy their requests pro rata on the basis of the number of shares of Registrable Securities Stock and Other Shares which would be held by such Holders and Other ShareholdersStockholders, assuming conversion, and this procedure shall be repeated until all of the shares of Registrable Securities Stock and Other Shares which may be included in the registration on behalf of the Holders and Other Shareholders Stockholders have been so allocated.

Allocation of Registration Opportunities. In any circumstance in ---------------------------------------- which all of the Registrable Securities and other shares of New Common Stock of the Company (other than shares of New Common Stock issued or issuable upon conversion of shares of any currently unissued series of New Preferred Stock of the Company) with registration rights (the “"Other Shares”") requested to be included in a registration contemplated by Section 2(a) on behalf of the Holders or other selling shareholders cannot be so included as a result of limitations of the aggregate number of shares of Registrable Securities and Other Shares that may be so included, the number of shares of Registrable Securities and Other Shares that may be so included shall be allocated among the Holders and Other Shareholders other selling shareholders requesting inclusion of shares pro rata on the basis of the number of shares of Registrable Securities and Other Shares that would be held by such Holders and Other Shareholdersother selling shareholders, assuming conversion; provided, however, so that such allocation shall not operate to reduce the aggregate number of Registrable Securities and Other Shares to be included in such registration, if any Holder or Other Shareholder other selling shareholder does not request inclusion of the maximum number of shares of Registrable Securities and Other Shares allocated to such Holder or Other Shareholder him pursuant to the above-described procedure, then the remaining portion of such his allocation shall be reallocated among those requesting Holders and Other Shareholders other selling shareholders whose allocations did not satisfy their requests pro rata on the basis of the number of shares of Registrable Securities and Other Shares which would be held by such Holders and Other Shareholdersother selling shareholders, assuming conversion, and this procedure shall be repeated until all of the shares of Registrable Securities and Other Shares which may be included in the registration on behalf of the Holders and Other Shareholders other selling shareholders have been so allocated.

Allocation of Registration Opportunities. In Subject to Section 1.3, in any circumstance in which all of the Registrable Securities and other shares of Common Stock of the Company Corporation (including shares of Common Stock issued or issuable upon conversion of any currently issued or unissued series of Preferred Stock of the Corporation) with registration rights (the “"Other Shares”") requested to be included in a registration contemplated by Section 2(a) on behalf of the Holders or other selling stockholders cannot be so included as a result of limitations of the aggregate number of shares of Registrable Securities and Other Shares that may be so included, the number of shares of Registrable Securities and Other Shares that may be so included shall be allocated among the Holders and Other Shareholders other selling stockholders requesting inclusion of shares pro rata on the basis of the number of shares of Registrable Securities and Other Shares that would be held by such Holders and Other Shareholdersother selling stockholders, assuming conversion; provided, provided however, that such allocation shall not operate to reduce the aggregate number of Registrable Securities and Other Shares to be included in such registration, registration if any Holder or Other Shareholder other selling stockholder does not request inclusion of the maximum number of shares of Registrable Securities and Other Shares allocated to such Holder or Other Shareholder him pursuant to the above-described procedure, then in which case the remaining portion of such his allocation shall be reallocated among those requesting Holders and Other Shareholders other selling stockholders whose allocations did not satisfy their requests pro rata on the basis of the number of shares of Registrable Securities and Other Shares which would be held by such Holders and Other Shareholders, assuming conversion, and this procedure shall be repeated until all of the shares of Registrable Securities and Other Shares which may be included in the registration on behalf of the Holders and Other Shareholders have been so allocated.of

Allocation of Registration Opportunities. In any circumstance in which all of the Registrable Securities and other shares of the Company with registration rights (the “"Other Shares”") requested to be included in a registration contemplated by Section 2(a1.3(a) cannot be so included as a result of limitations of the aggregate number of shares of Registrable Securities and Other Shares that may be so included, the number of shares of Registrable Securities and Other Shares that may be so included shall be allocated allocated, subject to the registration rights applicable to the Other Shares which shall control in event of a conflict with provisions hereof, among the Holders and Other Shareholders requesting inclusion of shares pro rata on the basis of the number of shares of Registrable Securities and Other Shares held by such Holders and Other Shareholders; provided, however, that such allocation shall not operate to reduce the aggregate number of Registrable Securities and Other Shares to be included in such registration, if any Holder or Other Shareholder does not request inclusion of the maximum number of shares of Registrable Securities and Other Shares allocated to such Holder or Other Shareholder pursuant to the above-described procedure, then the remaining portion of such allocation shall be reallocated among those requesting Holders and Other Shareholders whose allocations did not satisfy their requests pro rata on the basis of the number of shares of Registrable Securities and Other Shares which would be held by such Holders and Other Shareholders, assuming conversion, and this procedure shall be repeated until all of the shares of Registrable Securities and Other Shares which may be included in the registration on behalf of the Holders and Other Shareholders have been so allocated.

Allocation of Registration Opportunities. In any circumstance in which all of the Registrable Securities and other shares of Common Stock of the Company (including shares of Common Stock issued or issuable upon conversion of shares of any currently unissued series of Preferred Stock of the Company) with registration rights (the “"Other Shares”") requested to be included in a registration contemplated by Section 2(a) on behalf of the Holders or other selling shareholders cannot be so included as a result of limitations of the aggregate number of shares of Registrable Securities and Other Shares that which may be so included, the number of shares of Registrable Securities and Other Shares that which may be so included shall be allocated among the Holders and Other Shareholders other selling shareholders requesting inclusion of shares pro rata on the basis of the number of shares of Registrable Securities and Other Shares that would be held by such Holders and Other Shareholdersother selling shareholders, assuming conversion; provided, however, that, so that such allocation shall not operate to reduce the aggregate number of Registrable Securities and Other Shares to be included in such registration, if any Holder or Other Shareholder other selling shareholder does not request inclusion of the maximum number of shares of Registrable Securities and Other Shares allocated to such Holder or Other Shareholder him pursuant to the above-described procedure, then the remaining portion of such his allocation shall be reallocated among those requesting Holders and Other Shareholders other selling shareholders whose allocations did not satisfy their requests pro rata on the basis of the number of shares of Registrable Securities and Other Shares which that would be held by such Holders and Other Shareholdersother selling shareholders, assuming conversion, and this procedure shall be repeated until all of the shares of Registrable Securities and Other Shares which that may be included in the registration on behalf of the Holders and Other Shareholders other selling shareholders have been so allocated; PROVIDED, FURTHER, that the number of Registrable Securities to be included in a registration pursuant to Section 1.2 hereof shall not be limited pursuant to this Section 1.14. The Company shall not limit the number of Registrable Securities to be included in a registration pursuant to this Agreement in order to include shares held by shareholders with no registration rights or to include shares of stock issued to employees, officers, directors or consultants pursuant to the Company's stock option plan, or with respect to registrations under Sections 1.2 or 1.5 hereof, in order to include in such registration securities registered for the Company's own account.

Allocation of Registration Opportunities. In Except with regard to any registration of Registrable Securities commenced pursuant to the provisions of Section 7.3 hereof, in any circumstance in which all of the Registrable Securities and other shares of Common Stock of the Company with registration rights (the “"Other Shares”") requested to be included in a registration contemplated by Section 2(a) on behalf of the holders of Registrable Securities or other selling stockholders cannot be so included as a result of limitations of the aggregate number of shares of Registrable Securities and Other Shares that may be so included, the number of shares of Registrable Securities and Other Shares that may be so included shall be allocated among the Holders holders of Registrable Securities and Other Shareholders other selling stockholders requesting inclusion of shares pro rata on the basis of the number of shares of Registrable Securities and Other Shares that would be held by such Holders holders and Other Shareholders; provided, however, that such allocation shall not operate to reduce the aggregate number other selling stockholders. If any holder of Registrable Securities and Other Shares to be included in such registration, if any Holder or Other Shareholder other selling stockholder does not request inclusion of the maximum number of shares of Registrable Securities and Other Shares allocated to such Holder or Other Shareholder him pursuant to the above-described this procedure, then the remaining portion of such his allocation shall be reallocated among those requesting Holders holders of Registrable Securities and Other Shareholders other selling stockholders whose allocations did not satisfy their requests pro rata on the basis of the number of shares of Registrable Securities and Other Shares which would be held by such Holders holders and Other Shareholders, assuming conversionother selling stockholders, and this procedure shall be repeated until all of the shares of Registrable Securities and Other Shares which may be included in the registration on behalf of the Holders holders of Registrable Securities and Other Shareholders other selling stockholders have been so allocated. The Company shall not limit the number of Registrable Securities to be included in a registration pursuant to this Agreement in order to include shares held by stockholders with no registration rights or to include in that registration shares of stock issued to employees, officers, directors, or consultants pursuant to the Company's stock option plan, or in order to include in such registration securities registered for the Company's own account.

Allocation of Registration Opportunities. In any circumstance in which all of the Registrable Securities and other shares securities of the Company with held by others who have been granted registration rights rights, including the DCI Stockholders, (the “"Other Shares”") requested are the subject of a request to be included in a registration contemplated by Section 2(a) and cannot be so included as a result of limitations of on the aggregate number of shares of Registrable Securities and Other Shares that may be so included, the number of shares of Registrable Securities and Other Shares that may be so included shall be allocated among the Holders and Other Shareholders those requesting inclusion of shares as follows: (a) Upon a request for registration by the Investor pursuant to Section 1.2, the Other Shares to be included in such registration shall be reduced pro rata among the holders of such shares to the extent necessary to accommodate the sale of ALL of the Registrable Securities by the Investor and Stockholders, even if such reduction may eliminate the opportunity for the sale of Other Shares. If, after the Other Shares are eliminated from such registration, limitations remain on the Registrable Securities to be included in such registration, the Registrable Securities to be included shall be reduced on a pro rata basis among the Investor and the Stockholders. (b) Upon a registration proposed by another holder of Company securities pursuant to Section 1.3, the Registrable Securities to be included in such registration shall be reduced pro rata among the Investor and the Stockholders to the extent necessary to accommodate the sale of ALL of the Other Shares by such other holder, even if such reduction may eliminate the opportunity for the sale of the Registrable Securities. (c) Upon a registration proposed by the Company pursuant to Section 1.3, the number of Registrable Securities and Other Shares to be included in such registration shall, AFTER the inclusion of all shares proposed for sale by the Company, be allocated pro rata on the basis of the number of shares of Registrable Securities and Other Shares that would be held by such Holders the Investor, the holders, and stockholders of Other ShareholdersShares, assuming conversion; provided, however, so that such allocation shall not operate to reduce the aggregate number of Registrable Securities and Other Shares to be included in such registrationregistration below twenty-five percent (25%) of the total amount of securities included in such offering. If the Investor, if any Holder the Stockholder, or Other Shareholder does other security holders do not request inclusion of the maximum number of shares of Registrable Securities and Other Shares allocated to such Holder or Other Shareholder him pursuant to the above-described procedure, then the remaining portion of such his allocation shall be reallocated among those requesting Holders and Other Shareholders Stockholders whose allocations did not satisfy their requests pro rata on the basis of the number of shares of Registrable Securities and Other Shares which would be held by such Holders and Other ShareholdersStockholders, assuming conversion, and this procedure shall be repeated until all of the shares of Registrable Securities and Other Shares which may be included in the registration on behalf of the Holders and Other Shareholders Stockholders have been so allocated. (d) The Company shall not limit the number of Registrable Securities to be included in a registration pursuant to this Agreement in order to include shares held by stockholders with no registration rights. To facilitate the allocation of Securities in accordance with the above provisions, the Company or the Underwriters may round the number of Securities allocated to any Stockholder to the nearest 100 Securities.

Allocation of Registration Opportunities. In any circumstance in which all of the Registrable Securities and other shares of Common Stock of the Company Corporation (including shares of Common Stock issued or issuable upon exercise of the Warrants) with registration rights (the “"Other Shares”") requested to be included in a registration contemplated by Section 2(a) on behalf of the Holders or other selling stockholders cannot be so included as a result of limitations of the aggregate number of shares of Registrable Securities and Other Shares that may be so included, the number of shares of Registrable Securities and Other Shares that may be so included shall be allocated among the Holders and Other Shareholders other selling stockholders requesting inclusion of shares pro rata on the basis of the number of shares of Registrable Securities and Other Shares that would be held by such Holders and Other Shareholdersother selling stockholders, assuming conversion; provided, however, that such allocation shall not operate to reduce the aggregate number of Registrable Securities and Other Shares to be included in such registration, if any Holder or Other Shareholder other selling stockholder does not request inclusion of the maximum number of shares of Registrable Securities and Other Shares allocated to such Holder or Other Shareholder him pursuant to the above-described procedure, then the remaining portion of such his allocation shall be reallocated among those requesting Holders and Other Shareholders other selling stockholders whose allocations did not satisfy their requests pro rata on the basis of the number of shares of Registrable Securities and Other Shares which would be held by such Holders and Other Shareholdersother selling stockholders, assuming conversion, and this procedure shall be repeated until all of the shares of Registrable Securities and Other Shares which may be included in the registration on behalf of the Holders and Other Shareholders other selling stockholders have been so allocated. The Corporation shall not limit the number of Registrable Securities to be included in a registration pursuant to this Agreement in order to include shares held by stockholders with no registration rights.

Allocation of Registration Opportunities. In any circumstance in which all of the Registrable Securities and other shares of Common Stock of the Company (including shares of Common Stock issued or issuable upon conversion of shares of any currently unissued Series of Preferred Stock of the Company) with registration rights (the “Other Shares”) requested to be included in a registration contemplated by Section 2(a) on behalf of the Holders or Other Stockholders cannot be so included as a result of limitations of the aggregate number of shares of Registrable Securities and Other Shares that may be so included, the number of shares of Registrable Securities and Other Shares that may be so included shall be allocated among the Holders and Other Shareholders Stockholders requesting inclusion of shares pro rata on the basis of the number of shares of Registrable Securities and Other Shares that would be held by such Holders and Other ShareholdersStockholders, assuming conversion; provided, however, that no such allocation shall not operate to reduce the aggregate number of Registrable Securities and Other Shares to be included in such registration below thirty percent (30%) of the total amount of securities included in such offering; and provided, further, that no shares held by any Holder shall be so excluded from such registration until all Other Shares proposed to be registered by Other Stockholders are excluded from the registration, if . If any Holder or Other Shareholder Stockholder does not request inclusion of the maximum number of shares of Registrable Securities and Other Shares allocated to such Holder or Other Shareholder him pursuant to the above-described procedure, then the remaining portion of such his allocation shall be reallocated among those requesting Holders and Other Shareholders Stockholders whose allocations did not satisfy their requests pro rata on the basis of the number of shares of Registrable Securities and Other Shares which would be held by such Holders and Other ShareholdersStockholders, assuming conversion, and this procedure shall be repeated until all of the shares of Registrable Securities and Other Shares which may be included in the registration on behalf of the Holders and Other Shareholders Stockholders have been so allocated. The Company shall not limit the number of Registrable Securities to be included in a registration pursuant to this Agreement in order to include shares held by stockholders with no registration rights, or with respect to registrations under Sections 1.5 hereof, in order to include in such registration securities registered for the Company’s own account. To facilitate the allocation of Shares in accordance with the above provisions, the Company or the Underwriters may round the number of Shares allocated to any Holder to the nearest 100 Shares.

Allocation of Registration Opportunities. In any circumstance in which all of the Registrable Securities and other shares of Common Stock of the Company (including shares of Common Stock issued or issuable upon conversion of shares of any currently unissued series of Preferred Stock of the Company) with registration rights (the “"Other Shares”") requested to be included in a registration contemplated by Section 2(a) on behalf of the Holders or other selling shareholders cannot be so included as a result of limitations of on the aggregate number of shares of Registrable Securities and Other Shares that may be so included, the number of shares of Registrable Securities and Other Shares that may be so included shall be allocated among the Holders and Other Shareholders other selling shareholders requesting inclusion of shares pro rata on the basis of the number of shares of Registrable Securities and Other Shares that would be held by such Holders and Other Shareholdersother selling shareholders, assuming conversion into Common Stock; provided, however, that such allocation shall not operate to reduce the aggregate number of Registrable Securities and Other Shares to be included in such registration, if . If any Holder or Other Shareholder other selling shareholder does not request inclusion of the maximum number of shares of Registrable Securities and Other Shares allocated to such Holder or Other Shareholder him pursuant to the above-described procedure, then the remaining portion of such his allocation shall be reallocated among those requesting Holders and Other Shareholders other selling shareholders whose allocations did not satisfy their requests pro rata on the basis of the number of shares of Registrable Securities and Other Shares which would be held by such Holders and Other Shareholdersother selling shareholders, assuming conversionconversion into Common Stock, and this procedure shall be repeated until all of the shares of Registrable Securities and Other Shares which may be included in the registration on behalf of the Holders and Other Shareholders other selling shareholders have been so allocated. The Company shall not limit the number of Registrable Securities to be included in a registration pursuant to this Agreement in order to include shares held by shareholders with no registration rights or to include founder's stock or any other shares of stock issued to employees, officers, directors, or consultants, or with respect to registrations under Section 1.2 or 1.5 hereof, in order to include in such registration securities registered for the Company's own account.

Allocation of Registration Opportunities. In any circumstance in ---------------------------------------- which all of the Registrable Securities and other shares of the Company with registration rights (the “Other Shares”) Shares requested to be included in a registration contemplated by Section 2(a) on behalf of the Holders or other selling stockholders cannot be so included as a result of limitations of the aggregate number of shares of Registrable Securities and Other Shares that may be so included, the number of shares of Registrable Securities and Other Shares that may be so included shall be allocated among the reduced pro rata amongst all Holders and Other Shareholders requesting inclusion of shares pro rata other selling stockholders on the basis of the number of shares of Registrable Securities and Other Shares held by to be included in such Holders and Other Shareholdersregistration, assuming conversion; provided, however, so that such allocation -------- ------- shall not operate to reduce the aggregate number of Registrable Securities and Other Shares to be included in such registration, if any Holder or Other Shareholder other selling stockholders does not request inclusion of the maximum number of shares of Registrable Securities and Other Shares allocated to such Holder or Other Shareholder him pursuant to the above-above- described procedure, then the remaining portion of such his allocation shall be reallocated among those requesting Holders and Other Shareholders other selling stockholders whose allocations did not satisfy their requests pro rata on the basis of the number of shares of Registrable Securities and Other Shares which would be held by such Holders and Other Shareholders, assuming conversionrequests, and this procedure shall be repeated until all of the shares of Registrable Securities and Other Shares which may be included in the registration on behalf of the Holders and Other Shareholders other selling stockholders have been so allocated. The Company shall not limit the number of Registrable Securities or Other Shares to be included in a registration pursuant to this Agreement in order to include shares held by stockholders with no registration rights or to include other shares of stock issued to employees, officers, directors or consultants, or, with respect to registrations under Section 2.1 or 2.4 hereof, in order to include in such registration securities registered for the Company's own account.

Allocation of Registration Opportunities. In any ---------------------------------------- circumstance in which all of the Registrable Securities and other shares of Common Stock of the Company (including shares of Common Stock issued or issuable upon conversion of shares of any currently unissued series of Preferred Stock of the Company) with registration rights (the “"Other Shares”") requested to be included in a registration contemplated by Section 2(a) on behalf of the Holders or other selling stockholders cannot be so included as a result of limitations of the aggregate number of shares of Registrable Securities and Other Shares that may be so included, the number of shares of Registrable Securities and Other Shares that may so be so included shall be allocated among (1) first to the Holders and Other Shareholders requesting inclusion of shares such registration (where such registration has been requested by one or more Holders pursuant to Section 3.1 or 3.2), pro rata on the basis of the number of shares of Registrable Securities held by such Holders, and (2) thereafter to the other selling stockholders requesting inclusion of Other Shares in such registration, pro rata on the basis of the number of Other Shares held by such Holders and Other Shareholdersother selling stockholders; provided, -------- however, that such allocation shall not operate to reduce the aggregate number ------- of Registrable Securities and Other Shares to be included in such registration, if any Holder or Other Shareholder other selling stockholder does not request inclusion of the maximum number of shares share of Registrable Securities and Other Shares allocated to such Holder or Other Shareholder him pursuant to the above-described procedure, then procedure in which case the remaining portion of such his allocation shall be reallocated among those requesting Holders and Other Shareholders other selling stockholders whose allocations did not satisfy their requests pro rata on the basis of the number of shares of Registrable Securities and Other Shares which would be held by such Holders and Other Shareholdersother selling stockholders, assuming conversion, and this procedure shall be repeated until all of the shares of Registrable Securities and Other Shares Share which may be included in the registration on behalf of the Holders and Other Shareholders other selling stockholders have been so allocated. The Company shall not limit the number of Registrable Securities to be included in a registration pursuant to this Agreement in order to include shares held by stockholders with no registration rights or to include shares of stock issued to founders of the Company or to employees, officers, directors, or consultants pursuant to the Company's Stock Option Plan, or in the case of registrations under Sections 3.1 or 3.3 hereof, in order to include in such registration securities registered for the Company's own account.

Allocation of Registration Opportunities. In any circumstance in which all of the Registrable Securities and other shares of Common Stock of the Company with registration rights (the “"Other Shares”") requested to be included in a registration contemplated by Section 2(a) on behalf of the Holders or other selling stockholders cannot be so included as a result of limitations of the aggregate number of shares of Registrable Securities and Other Shares that may be so included, the number of shares of Registrable Securities and Other Shares that may be so included shall be allocated among the Holders and Other Shareholders other selling stockholders requesting inclusion of shares pro rata on the basis of the number of shares of Registrable Securities and Other Shares that would be held by such Holders and Other Shareholdersother selling stockholders; provided, however, that such allocation shall not operate to reduce the aggregate number of Registrable Securities and Other Shares to be included in such registration, if any Holder or Other Shareholder other selling stockholder does not request inclusion of the maximum number of shares of Registrable Securities and Other Shares allocated to such Holder or Other Shareholder him pursuant to the above-described procedure, then the remaining portion of such this allocation shall be reallocated among those requesting Holders and Other Shareholders other selling stockholders whose allocations did not satisfy their requests pro rata on the basis of the number of shares of Registrable Securities and Other Shares which that would be held by such Holders and Other Shareholdersother selling stockholders, assuming such conversion, and this procedure shall be repeated until all of the shares of Registrable Securities and Other Shares which may be included in the registration on behalf of the Holders and Other Shareholders other selling stockholders have been so allocated. The Company shall not limit the number of Registrable Securities to be included in a registration pursuant to this Agreement in order to include shares held by stockholders with no registration rights.

Allocation of Registration Opportunities. In any circumstance in which all of the Registrable Securities Shares and other shares of Common Stock of the Company (including shares of Common Stock issued or issuable upon conversion of shares of any currently unissued series of Preferred Stock of the Company) with registration rights (the “"Other Shares”") requested to be included in a registration contemplated by Section 2(a) on behalf of the Purchaser or other selling shareholders cannot be so included as a result of limitations of the aggregate number of shares of Registrable Securities the Shares and Other Shares that which may be so included, the number of shares of Registrable Securities Shares and Other Shares that may to be so included shall be allocated among the Holders Purchaser and Other Shareholders other selling shareholders requesting inclusion of shares pro rata on the basis of the number of shares of Registrable Securities Shares and Other Shares that would be held by such Holders the Purchaser and Other Shareholdersother selling shareholders, assuming conversion; provided, however, that, so that such allocation shall not operate to reduce the aggregate number of Registrable Securities the Shares and Other Shares to be included in such registration, if any Holder the Purchaser or Other Shareholder other selling shareholder does not request inclusion of the maximum number of shares of Registrable Securities the Shares and Other Shares allocated to such Holder him, her or Other Shareholder it pursuant to the above-described procedure, then the remaining portion of such his, her or its allocation shall be reallocated among those requesting Holders the Purchaser and Other Shareholders other selling shareholders whose allocations did not satisfy their requests pro rata on the basis of the number of shares of Registrable Securities the Shares and Other Shares which that would be held by such Holders the Purchaser and Other Shareholdersother selling shareholders, assuming conversion, and this procedure shall be repeated until all of the shares of Registrable Securities Shares and Other Shares which that may be included in the registration on behalf of the Holders Purchaser and Other Shareholders other selling shareholders have been so allocated.

Allocation of Registration Opportunities. In any circumstance in which all of the Registrable Securities and other shares of Common Stock of the Company (including shares of Common Stock issued or issuable upon conversion of shares of any currently unissued series of Preferred Stock of the Company) with registration rights (the “"Other Shares”") requested to be included in a registration contemplated by Section 2(a) on behalf of the Holders or other selling stockholders cannot be so included as a result of limitations of the aggregate number of shares of Registrable Securities and Other Shares that may be so included, the number of shares of Registrable Securities and Other Shares that may be so included shall be allocated first to the Holders, second to the Founders and then among the Holders and Other Shareholders other selling stockholders requesting inclusion of shares shares, in each case pro rata on the basis of the number of shares of Registrable Securities and Other Shares that would be held by such Holders Holders, Founders, and Other Shareholdersother selling stockholders, assuming conversion; provided, however, that such allocation shall not operate to reduce the aggregate number of Registrable Securities and Other Shares to be included in such registration, if any Holder or Other Shareholder other selling stockholder does not request inclusion of the maximum number of shares of Registrable Securities and Other Shares allocated to such Holder or Other Shareholder him pursuant to the above-described procedure, then and the remaining portion of such his allocation shall be reallocated among those requesting Holders and Other Shareholders other selling stockholders whose allocations did not satisfy their requests pro rata on the basis of the number of shares of Registrable Securities and Other Shares which would be held by such Holders and Other Shareholdersother selling stockholders, assuming conversion, and this procedure shall be repeated until all of the shares of Registrable Securities and Other Shares which may be included in the registration on behalf of the Holders and Other Shareholders other selling stockholders have been so allocated. The Company shall not limit the number of Registrable Securities to be included in a registration pursuant to this Agreement in order to include shares held by stockholders with no registration rights or to include Founders' Shares or any other shares of stock issued to employees, officers, directors, or consultants pursuant to a Company Stock Option Plan, or with respect to registrations under Sections 1.3 or 1.5 hereof, in order to include in such registration securities registered for the Company's own account.

Allocation of Registration Opportunities. In any circumstance in which all of the Registrable Securities and other shares of Common Stock of the Company with registration rights (the “"Other Shares”") requested to be included in a registration contemplated by Section 2(a) on behalf of the Shareholders or other selling shareholders cannot be so included as a result of limitations of the aggregate number of shares of Registrable Securities and Other Shares that may be so included, the number of shares of Registrable Securities and Other Shares that may be so included shall be allocated among the Holders Shareholders and Other Shareholders other selling shareholders requesting inclusion of shares pro rata on the basis of the number of shares of Registrable Securities and Other Shares that would be held by such Holders Shareholders and Other Shareholdersother selling shareholders, assuming conversion; providedPROVIDED, howeverHOWEVER, so that such allocation shall not operate to reduce the aggregate number of Registrable Securities and Other Shares to be included in such registration, if any Holder Shareholder or Other Shareholder other selling shareholder does not request inclusion of the maximum number of shares of Registrable Securities and Other Shares allocated to such Holder or Other Shareholder him pursuant to the above-described procedure, then the remaining portion of such his allocation shall be reallocated among those requesting Holders Shareholders and Other Shareholders other selling shareholders whose allocations did not satisfy their requests pro rata on the basis of the number of shares of Registrable Securities and Other Shares which would be held by such Holders Shareholders and Other Shareholdersother selling shareholders, assuming conversion, and this procedure shall be repeated until all of the shares of Registrable Securities and Other Shares which may be included in the registration on behalf of the Holders Shareholders and Other Shareholders other selling shareholders have been so allocated. The Company shall not limit the number of Registrable Securities to be included in a registration pursuant to this Section 14.9 in order to include shares held by shareholders with no registration rights.

Allocation of Registration Opportunities. In any circumstance in which all of the Registrable Securities and other shares of Common Stock of the Company (including shares of Common Stock issued or issuable upon conversion of shares of any currently unissued series of Preferred Stock of the Company) with registration rights (the “"Other Shares”") requested to be included in a registration contemplated by Section 2(a) on behalf of Purchaser or other selling stockholders cannot be so included as a result of limitations of on the aggregate number of shares of Registrable Securities and Other Shares that which may be so included, the number of shares of Registrable Securities and Other Shares that may be so included shall be allocated among the Holders Purchaser and Other Shareholders other selling stockholders requesting inclusion of shares pro rata on the basis of the number of shares of Registrable Securities and Other Shares that would be held by such Holders Purchaser and Other Shareholdersother selling stockholders, assuming conversion; provided, however, that, so that such allocation shall not operate to reduce the aggregate number of Registrable Securities and Other Shares to be included in such registration, if Purchaser or any Holder or Other Shareholder other selling stockholder does not request inclusion of the maximum number of shares of Registrable Securities and Other Shares allocated to such Holder or Other Shareholder it pursuant to the above-described procedure, then the remaining portion of such its allocation shall be reallocated among Purchaser, if applicable, and those other requesting Holders and Other Shareholders selling stockholders whose allocations did not satisfy their requests pro rata on the basis of the number of shares of Registrable Securities and Other Shares which that would be held by Purchaser and such Holders and Other Shareholdersother selling stockholders, assuming conversion, and this procedure shall be repeated until all of the shares of Registrable Securities and Other Shares which that may be included in the registration on behalf of the Holders Purchaser and Other Shareholders other selling stockholders have been so allocated.

Allocation of Registration Opportunities. In any circumstance in which all of the Registrable Securities and other shares of the Company Common Stock of Gateway (including shares of Common Stock issued or issuable upon conversion of shares of any currently unissued series of Preferred Stock of Gateway) with registration rights (the “"Other Shares”") requested to be included in a registration contemplated by Section 2(a) on behalf of the Holders or other selling stockholders cannot be so included as a result of limitations of the aggregate number of shares of Registrable Securities and Other Shares that may be so included, the number of shares of Registrable Securities and Other Shares that may be so included shall be allocated among the Holders and Other Shareholders other selling stockholders requesting inclusion of shares pro rata on the basis of the number of shares of Registrable Securities and Other Shares that would be held by such Holders and Other Shareholdersother selling stockholders assuming conversion; provided, however, that such allocation shall not operate to reduce the aggregate number of Registrable Securities and Other Shares to be included in such registration, if any Holder or Other Shareholder other selling stockholder does not request inclusion of the maximum number of shares of Registrable Securities and Other Shares allocated to such Holder or Other Shareholder him pursuant to the above-described procedure, then the remaining portion of such his allocation shall be Allocation of Registration Opportunities - continued reallocated among those requesting Holders and Other Shareholders other selling stockholders whose allocations did not satisfy their requests pro rata on the basis of the number of shares of Registrable Securities and Other Shares which would be held by such Holders and Other Shareholdersother selling stockholders, assuming conversion, and this procedure shall be repeated until all of the shares of Registrable Securities and Other Shares which may be included in the registration on behalf of the Holders and Other Shareholders other selling stockholders have been so allocated. Gateway shall not limit the number of Registrable Securities to be included in a registration pursuant to this Agreement in order to include shares held by stockholders with no registration rights or any other shares of stock issued to employees, officers, directors, or consultants pursuant to Gateway's equity incentive options, or with respect to registrations under Section 1.6, in order to include in such registration securities registered for Gateway's own account.

Allocation of Registration Opportunities. In Subject to the provisions of Sections 1.2(d) and 1.3(b), in any circumstance in which all of the Registrable Securities and other shares of Common Stock of the Company (including shares of Common Stock issued or issuable upon conversion of shares of any currently unissued series of Preferred Stock of the Company) with registration rights (the “Other Shares”) requested to be included in a registration contemplated by Section 2(a) on behalf of the Holders or other selling stockholders cannot be so included as a result of limitations of the aggregate number of shares of Registrable Securities and Other Shares that may be so included, the number of shares of Registrable Securities and Other Shares that may be so included shall be allocated among excluded, pro rata, until the Holders and Other Shareholders requesting inclusion of shares pro rata on the basis of the aggregate number of shares of Registrable Securities and Other Shares held by such Holders and Other Shareholders; provided, however, that such allocation shall not operate to reduce the aggregate number of Registrable Securities and Other Shares to may be included in such registration. If, if any Holder or after the complete exclusion of Other Shareholder does not request inclusion of Shares from such registration, the maximum aggregate number of shares of Registrable Securities and Other Shares allocated to such Holder or Other Shareholder pursuant to the above-described procedure, then the remaining portion cannot be so included as a result of such allocation shall be reallocated among those requesting Holders and Other Shareholders whose allocations did not satisfy their requests pro rata on the basis of limitations, the number of shares of Registrable Securities and Other Shares which would be held by such Holders and Other Shareholders, assuming conversion, and this procedure the Founders shall be repeated excluded, pro rata, until all the aggregate number of the shares of Registrable Securities and Other Shares which may be included in such registration. If, after the complete exclusion of Registrable Securities held by the Founders from such registration, the aggregate number of remaining shares of Registrable Securities cannot be so included as a result of such limitations, the remaining shares of Registrable Securities shall be excluded, pro rata, until the aggregate number of shares of Registrable Securities may be included in such registration. In no event shall shares of Registrable Securities held by the Preferred Investors be excluded from such registration on behalf of unless all Other Shares and all Registrable Securities held by the Holders and Other Shareholders Founders have been so allocatedcompletely excluded from such registration.

Allocation of Registration Opportunities. In any circumstance in which all of the Additional Registrable Securities and other shares of the Company Purchaser with registration rights (the “Other Shares”) requested to be included in a registration contemplated by Section 2(a1.3(b) cannot be so included as a result of limitations of the aggregate number of shares of Additional Registrable Securities and Other Shares that may be so included, the number of shares of Additional Registrable Securities and Other Shares that may be so included shall be allocated allocated, subject to the registration rights applicable to the Other Shares which shall control in event of a conflict with provisions hereof, among the Holders and Other Shareholders requesting inclusion of shares pro rata on the basis of the number of shares of Additional Registrable Securities and Other Shares held by such Holders and Other Shareholders; provided, however, that such allocation shall not operate to reduce the aggregate number of Additional Registrable Securities and Other Shares to be included in such registration, if any Holder or Other Shareholder does not request inclusion of the maximum number of shares of Additional Registrable Securities and Other Shares allocated to such Holder or Other Shareholder pursuant to the above-described procedure, then the remaining portion of such allocation shall be reallocated among those requesting Holders and Other Shareholders whose allocations did not satisfy their requests pro rata on the basis of the number of shares of Additional Registrable Securities and Other Shares which would be held by such Holders and Other Shareholders, assuming conversion, and this procedure shall be repeated until all of the shares of Additional Registrable Securities and Other Shares which may be included in the registration on behalf of the Holders and Other Shareholders have been so allocated.

Allocation of Registration Opportunities. In any circumstance in which all of the Registrable Securities Stock and other shares of the Company Common Stock (including shares of Common Stock issued or issuable upon conversion of shares of any currently unissued series of preferred stock of ACI) with registration rights (the “Other Shares”) requested to be included in a registration contemplated by Section 2(aon behalf of the Holders or other selling stockholders (“Other Stockholders”) cannot be so included as a result of limitations of the aggregate number of shares of Registrable Securities Stock and Other Shares that may be so included, other than as provided in Section 1.2.2, the number of shares of Registrable Securities Stock and Other Shares that may be so included shall be allocated among the Holders and Other Shareholders Stockholders requesting inclusion of shares pro rata on the basis of the number of shares of Registrable Securities Stock and Other Shares that would be held by such the Holders and Other ShareholdersStockholders, assuming conversion; provided, however, that such allocation shall not operate to reduce the aggregate number of shares of Registrable Securities Stock and Other Shares to be included in such registration, if . If any Holder or any Other Shareholder Stockholder does not request inclusion of the maximum number of shares of Registrable Securities Stock and Other Shares allocated to such Holder or Other Shareholder Person pursuant to the above-described procedure, then the remaining portion of any such Person’s allocation shall be reallocated among those requesting the Holders and Other Shareholders Stockholders whose allocations did not satisfy their requests pro rata on the basis of the number of shares of Registrable Securities Stock and Other Shares which would be held by such the Holders and Other ShareholdersStockholders, assuming conversion, and this procedure shall be repeated until all of the shares of Registrable Securities Stock and Other Shares which may be included in the registration on behalf of the Holders and Other Shareholders Stockholders have been so allocated.

Allocation of Registration Opportunities. In any circumstance in which all of the Registrable Securities and other shares of the Company with registration rights (the “"Other Shares”") requested to be included in a registration contemplated by Section 2(a) on behalf of the Holders or other selling stockholders cannot be so included as a result of limitations of the aggregate number of shares of Registrable Registerable Securities and Other Shares that may be so included, the number of shares of Registrable Securities and Other Shares that may be so included shall be allocated among the Holders and Other Shareholders other selling stockholders requesting inclusion of shares pro rata on the basis of the number of shares of Registrable Securities and Other Shares that would be held by such Holders and Other Shareholdersother selling stockholders; provided, however, that such allocation shall not operate to reduce the aggregate number of Registrable Securities and Other Shares to be included in such registration, if . If any Holder or Other Shareholder other selling stockholder does not request inclusion of the maximum number of shares of Registrable Securities and Other Shares allocated to such Holder or Other Shareholder him pursuant to the above-described procedure, then the remaining portion of such his allocation shall be reallocated among those requesting Holders and Other Shareholders other selling stockholders whose allocations did not satisfy their requests pro rata on the basis of the number of shares of Registrable Securities and Other Shares which would be held by be such Holders and Other Shareholdersother selling stockholders, assuming conversion, and this procedure shall be repeated until all of the shares of Registrable Securities and Other Shares which may be included in the registration on behalf of the Holders and Other Shareholders other selling stockholders have been so allocated. The Company shall not limit the number of Registrable Securities to be included in a registration pursuant to this Agreement in order to include shares held by stockholders with no registration rights or pursuant to any stock option plan or with respect to registrations under Sections 2.2 or 2.5 hereof, in order to include in such registration securities registered for the Company's own account.

Allocation of Registration Opportunities. In any circumstance in which all of the Registrable Securities and other shares of Common Stock of the Company 80 (including shares of Common Stock issued or issuable upon conversion of shares of any currently unissued series of Preferred Stock of the Company) with registration rights (the “"Other Shares”") requested to be included in a registration contemplated by Section 2(a) on behalf of the Holders or other selling shareholders cannot be so included as a result of limitations of the aggregate number of shares of Registrable Securities and Other Shares that which may be so included, the number of shares of Registrable Securities and Other Shares that which may be so included shall be allocated among the Holders and Other Shareholders other selling shareholders requesting inclusion of shares pro rata on the basis of the number of shares of Registrable Securities and Other Shares that would be held by such Holders and Other Shareholdersother selling shareholders, assuming conversion; provided, however, that, so that such allocation shall not operate to reduce the aggregate number of Registrable Securities and Other Shares to be included in such registration, if any Holder or Other Shareholder other selling shareholder does not request inclusion of the maximum number of shares of Registrable Securities and Other Shares allocated to such Holder or Other Shareholder him pursuant to the above-described procedure, then the remaining portion of such his allocation shall be reallocated among those requesting Holders and Other Shareholders other selling shareholders whose allocations did not satisfy their requests pro rata on the basis of the number of shares of Registrable Securities and Other Shares which that would be held by such Holders and Other Shareholdersother selling shareholders, assuming conversion, and this procedure shall be repeated until all of the shares of Registrable Securities and Other Shares which that may be included in the registration on behalf of the Holders and Other Shareholders other selling shareholders have been so allocated. The Company shall not limit the number of Registrable Securities to be included in a registration pursuant to this Agreement in order to include shares held by shareholders with no registration rights or to include Founder's Stock or any other shares of stock issued to employees, officers, directors or consultants pursuant to the Company's stock option plan, or with respect to registrations under Sections 1.2 or 1.5 hereof, in order to include in such registration securities registered for the Company's own account or included at the request of the Company pursuant to Section 1.3 hereof without the prior written consent of seventy percent (70%) of the Holders; provided, further, that in no event will the amount of securities of the selling Holders included in a registration pursuant to Section 1.3 hereof be reduced below twenty percent (20%) of the total amount of securities included in such offering, unless such offering is the Initial Offering of the Company's securities in which case the selling shareholders may be excluded entirely if the underwriters make the determination described above and no other shareholder's securities are included. For purposes of determining allocation hereunder, for any selling shareholder which is a Holder of Registrable Securities and which is a partnership or corporation, the partners, retired partners and shareholders of such Holder, or the estates and family members of any such partners and retired partners and any trusts for the benefit of any of the foregoing persons will be deemed to be a single "selling shareholder," and any pro-rata reduction with respect to such "selling shareholder" will be based upon the aggregate amount of shares carrying registration rights owned by all entities and individuals included in such "selling shareholder."

Allocation of Registration Opportunities. In any circumstance in which all of the Registrable Securities and other shares of Common Stock of BESC (including shares of Common Stock issued or issuable upon conversion of shares of any currently unissued series of Preferred Stock of the Company Company) with registration rights (the “"Other Shares”") requested to be included in a registration contemplated by Section 2(a) on behalf of the Holders or other selling stockholders cannot be so included as a result of limitations of the aggregate number of shares of Registrable Securities and Other Shares that which may be so included, the number of shares of Registrable Securities and Other Shares that which may be so included shall be allocated among the Holders and Other Shareholders other selling stockholders requesting inclusion of shares pro rata on the basis of the number of shares of Registrable Securities and Other Shares that would be held by such Holders and Other Shareholdersother selling stockholders, assuming conversion; provided, however, that, so that such allocation shall not operate to reduce the aggregate number of Registrable Securities and Other Shares to be included in such registration, if any Holder or Other Shareholder other selling stockholder does not request inclusion of the maximum number of shares of Registrable Securities and Other Shares allocated to such Holder or Other Shareholder him pursuant to the above-described procedure, then the remaining portion of such his allocation shall be reallocated among those requesting Holders and Other Shareholders other selling stockholders whose allocations did not satisfy their requests pro rata on the basis of the number of shares of Registrable Securities and Other Shares which that would be held by such Holders and Other Shareholdersother selling stockholders, assuming conversion, and this procedure shall be repeated until all of the shares of Registrable Securities and Other Shares which that may be included in the registration on behalf of the Holders and Other Shareholders other selling stockholders have been so allocated. BESC shall not limit the number of Registrable Securities to be included in a registration pursuant to this Agreement in order to include shares held by stockholders with no registration rights or to include any other shares of stock issued to employees, officers, directors or consultants pursuant to BESC's Employee Stock Option Plan, or with respect to registrations under Section 5.2, in order to include in such registration securities registered for the Company's own account.

Allocation of Registration Opportunities. In any circumstance in which all of the Registrable Securities and other shares of Common Stock of the Company (including shares of Common Stock issued or issuable upon conversion of shares of any currently unissued series of Preferred Stock of the Company) with registration rights (the “"Other Shares”") requested to be included in a registration contemplated by Section 2(a) on behalf of the Holders or other selling stockholders cannot be so included as a result of limitations of the aggregate number of shares of Registrable Securities and Other Shares that may be so included, the number of shares of Registrable Securities and Other Shares that may be so included shall be allocated among the Holders and Other Shareholders other selling stockholders requesting inclusion of shares pro rata on the basis of the number of shares of Registrable Securities and Other Shares that would be held by such Holders and Other Shareholdersother selling stockholders, assuming conversion; provided, however, that such allocation shall not operate to reduce the aggregate number of Registrable Securities and Other Shares to be included in such registration, if any Holder or Other Shareholder other selling stockholder does not request inclusion of the maximum number of shares of Registrable Securities and Other Shares allocated to such Holder or Other Shareholder him pursuant to the above-above- described procedure, then in which case the remaining portion of such his allocation shall be reallocated among those requesting Holders and Other Shareholders other selling stockholders whose allocations did not satisfy their requests pro rata on the basis of the number of shares of Registrable Securities and Other Shares which would be held by such Holders and Other Shareholdersother selling stockholders, assuming conversion, and this procedure shall be repeated until all of the shares of Registrable Securities and Other Shares which may be included in the registration on behalf of the Holders and Other Shareholders other selling stockholders have been so allocated. The Company shall not limit the number of Registrable Securities to be included in a registration pursuant to this Agreement in order to include shares held by stockholders with no registration rights or to include shares of stock issued to employees, officers, directors, or consultants pursuant to the Company's stock option or similar compensation plan, or in the case of registrations under Sections 1.3 or 1.6 hereof, in order to include in such registration securities registered for the Company's own account.

Allocation of Registration Opportunities. In Except as otherwise provided in this Agreement, in any circumstance in which all of the Registrable Securities and other shares of the Company with registration rights (the “Other Shares”) Shares requested to be included in a registration contemplated by Section 2(a) on behalf of the Holders or Other Stockholders cannot be so included as a result of limitations of in the aggregate number of shares of Registrable Securities and Other Shares that may be so included, the number of shares of Registrable Securities and Other Shares that may be so included (if any) shall be allocated among the Holders and excluded, first by excluding Other Shareholders requesting inclusion of shares Shares, pro rata on the basis of the number of shares of Registrable Securities and Other Shares held by such Holders Other Stockholders, and Other Shareholders; providedthereafter by excluding Registrable Securities, howeverpro rata on the basis of the number of Registrable Securities held by such Holders, that such allocation shall not operate to reduce until the aggregate number of Registrable Securities and Other Shares to (if any) may be included in such registration, if . If any Holder or Other Shareholder Stockholder does not request inclusion of the maximum number of shares of Registrable Securities and Other Shares allocated to such Holder or Other Shareholder person pursuant to the above-above described procedureformula, then the remaining portion of such person’s allocation shall be reallocated among those requesting Holders and and/or Other Shareholders Stockholders whose allocations did not satisfy their requests requests, pro rata on the same basis of the number of shares of Registrable Securities and Other Shares which would be held by such Holders and Other Shareholders, assuming conversionas described above, and this procedure shall be repeated until all of the shares of Registrable Securities and and/or Other Shares which that may be included in the such registration on behalf of the Holders and and/or Other Shareholders Stockholders have been so allocated. For purposes of the preceding sentence concerning apportionment, for any selling stockholder that is a Holder of Registrable Securities and that is a venture capital fund, private equity fund, other investment fund, partnership or corporation, the affiliated venture capital funds, private equity funds, other investment funds, partners, retired partners and stockholders of such Holder, or the estates and Family Members of any such partners and retired partners and any trusts for the benefit of any of the foregoing persons shall be deemed to be a single “selling Holder,” and any pro rata reduction with respect to such “selling Holder” shall be based upon the aggregate amount of Registrable Securities owned by all such related entities and individuals.

Allocation of Registration Opportunities. In any circumstance in which all of the Registrable Securities and other shares of the Company with registration rights (the “Other Shares”) Shares requested to be included in a registration contemplated by Section 2(a) on behalf of the Holders or Other Stockholders cannot be so included as a result of limitations of the aggregate number of shares of Registrable Securities and Other Shares that may be so included, the number of shares of Registrable Securities and Other Shares that may be so included shall be allocated among the Holders and Other Shareholders Stockholders requesting inclusion of shares pro rata on the basis of the number of shares of Registrable Securities and Other Shares held by such Holders and Other ShareholdersStockholders; provided, however, that such allocation shall not operate to reduce the aggregate number of Registrable Securities and Other Shares to be included in such registration, if any Holder or Other Shareholder Stockholder does not request inclusion of the maximum number of shares of Registrable Securities and Other Shares allocated to such Holder or Other Shareholder him pursuant to the above-described procedure, then the remaining portion of such his allocation shall be reallocated among those requesting Holders and Other Shareholders Stockholders whose allocations did not satisfy their requests pro rata on the basis of the number of shares of Registrable Securities and Other Shares which would be held by such Holders and Other Shareholders, assuming conversionStockholders, and this procedure shall be repeated until all of the shares of Registrable Securities and Other Shares which may be included in the registration on behalf of the Holders and Other Shareholders Stockholders have been so allocated.

Allocation of Registration Opportunities. In any circumstance in which all of the Registrable Securities and other shares of Common Stock (including shares of Common Stock issued or issuable upon conversion of shares of any currently unissued series of Preferred Stock of the Company Company) with registration rights (the “Other Shares”) requested to be included in a registration contemplated by Section 2(a) on behalf of the Holders or other selling shareholders cannot be so included as a result of limitations of on the aggregate number of shares of Registrable Securities and Other Shares that may be so included, the number of shares of Registrable Securities and Other Shares that may be so included shall be allocated among the Holders and Other Shareholders other selling shareholders requesting inclusion of shares first to the Holders pro rata on the basis of the number of shares of Registrable Securities held by such Holders (assuming conversion) and then, if any availability remains, to the other selling shareholders pro rata on the basis of the number of Other Shares held by such Holders and Other Shareholdersother selling shareholders (assuming conversion); provided, however, that such allocation shall not operate to reduce the aggregate number of Registrable Securities and Other Shares to be included in such registration, if . If any Holder or Other Shareholder other selling shareholder does not request inclusion of the maximum number of shares of Registrable Securities and Other Shares allocated to such Holder or Other Shareholder shareholder pursuant to the above-described procedure, then the remaining portion of the allocation of such allocation Holder or shareholder shall be reallocated among those requesting Holders and Other Shareholders other selling shareholders whose allocations did not satisfy their requests in the priority identified above pro rata on the basis of the number of shares of Registrable Securities and Other Shares which would be Shares, as applicable, that are held by such Holders and Other Shareholdersother selling shareholders, as applicable, in each case assuming conversion, and this procedure shall be repeated until all of the shares of Registrable Securities and Other Shares which may be included in the registration on behalf of the Holders and Other Shareholders other selling shareholders shall have been so allocated. The Company shall not limit the number of Registrable Securities to be included in a registration pursuant to this Agreement in order to include shares held by shareholders with no registration rights or to include any shares of stock issued to employees, officers, directors or consultants pursuant to the Company’s stock option plan or any other employee benefit plan (or, with respect to registrations under Sections 3.1 or 3.4 hereof, in order to include in such registration securities registered for the Company’s own account).

Allocation of Registration Opportunities. In any circumstance in which all ----------------------------------------- of the Registrable Securities and other shares securities of the Company with registration rights (the “"Other Shares”") ------------- requested to be included in a registration contemplated by Section 2(a) on behalf of the Holders or Other Stockholders cannot be so included as a result of limitations of the aggregate number of shares of Registrable Securities and Other Shares that may be so included, the number of shares of Registrable Securities and Other Shares that may be so included shall be allocated among the Holders and Other Shareholders Stockholders requesting inclusion of shares pro rata on the basis of the number of shares of Registrable Securities and Other Shares held by such Holders and Other Shareholdersparties requested to have registered in such offering; provided, however, that such allocation shall -------- ------- not operate to reduce the aggregate number of Registrable Securities and Other Shares to be included in such registration, registration if any Holder or Other Shareholder Stockholder does not request inclusion of the maximum number of shares of Registrable Securities and Other Shares allocated to such Holder or Other Shareholder him pursuant to the above-described procedure, then in which case the remaining portion of such his allocation shall be reallocated among those requesting Holders and Other Shareholders other selling stockholders whose allocations did not satisfy their requests pro rata on the basis of the number of shares of Registrable Securities and Other Shares for which would be held by such Holders and Other Shareholders, assuming conversionregistration had been requested, and this procedure shall be repeated until all of the shares of Registrable Securities and Other Shares which may be included in the registration on behalf of the Holders and Other Shareholders Stockholders have been so allocated.

Allocation of Registration Opportunities. In any circumstance in which all of the Registrable Securities and other shares of Common Stock of the Company (including shares of Common Stock issued or issuable upon conversion of shares of any currently unissued series of Preferred Stock of the Company) with registration rights (the “"Other Shares”") requested to be included in a registration contemplated by Section 2(a) on behalf of the Holders or other selling shareholders cannot be so included as a result of limitations of the aggregate number of shares of Registrable Securities and Other Shares that which may be so included, the number of shares of Registrable Securities and Other Shares that which may be so included shall be allocated among the Holders and Other Shareholders other selling shareholders requesting inclusion of shares pro rata on the basis of the number of shares of Registrable Securities and Other Shares that would be held by such Holders and Other Shareholdersother selling shareholders, assuming conversion; provided, however, that, so that such allocation shall not operate to reduce the aggregate number of Registrable Securities and Other Shares to be included in such registration, if any Holder or Other Shareholder other selling shareholder does not request inclusion of the maximum number of shares of Registrable Securities and Other Shares allocated to such Holder or Other Shareholder him pursuant to the above-described procedure, then the remaining portion of such his allocation shall be reallocated among those requesting Holders and Other Shareholders other selling shareholders whose allocations did not satisfy their requests pro rata on the basis of the number of shares of Registrable Securities and Other Shares which that would be held by such Holders and Other Shareholdersother selling shareholders, assuming conversion, and this procedure shall be repeated until all of the shares of Registrable Securities and Other Shares which that may be included in the registration on behalf of the Holders and Other Shareholders other selling shareholders have been so allocated. The Company shall not limit the number of Registrable Securities to be included in a registration pursuant to this Agreement in order to include shares held by shareholders with no registration rights or to include Founder's Stock or any other shares of stock issued to employees, officers, directors or consultants pursuant to the Company's stock option plan, or with respect to registrations under Sections 1.2 or 1.5 hereof, in order to include in such registration securities registered for the Company's own account or included at the request of the Company pursuant to Section 1.3 hereof without the prior written consent of seventy percent (70%) of the Holders; provided, further, that in no event will the amount of securities of the selling Holders included in a registration pursuant to Section 1.3 hereof be reduced below twenty percent (20%) of the total amount of securities included in such offering, unless such offering is the Initial Offering of the Company's securities in which case the selling shareholders may be excluded entirely if the underwriters make the determination described above and no other shareholder's securities are included. For purposes of determining allocation hereunder, (a) for any selling shareholder which is a Holder of Registrable Securities and which is a partnership or corporation, the partners, retired partners and shareholders of such Holder, or the estates and family members of any such partners and retired partners and any trusts for the benefit of any of the foregoing persons will be deemed to be a single "selling shareholder," and (b) all of the JAFCO Funds together shall be deemed to be a "selling shareholder." Any pro-rata reduction with respect to any such "selling shareholder" will be based upon the aggregate amount of shares carrying registration rights owned by all entities and individuals included in such "selling shareholder."

Allocation of Registration Opportunities. In any circumstance in which all of the Registrable Securities and other shares of Common Stock of the Company (including shares of Common Stock issued or issuable upon conversion of shares of any currently unissued series of Preferred Stock of the Company) with registration rights (the “Other Shares”) requested to be included in a registration contemplated by Section 2(a) on behalf of the Holders or other selling stockholders cannot be so included as a result of limitations of the aggregate number of shares of Registrable Securities and Other Shares that may be so included, the number of shares of Registrable Securities and Other Shares that may be so included shall be allocated among excluded, pro rata, until the Holders and Other Shareholders requesting inclusion of shares pro rata on the basis of the aggregate number of shares of Registrable Securities and Other Shares held by such Holders and Other Shareholders; provided, however, that such allocation shall not operate to reduce the aggregate number of Registrable Securities and Other Shares to may be included in such registration. If, if any Holder or after the complete exclusion of Other Shareholder does not request inclusion of Shares from such registration, the maximum aggregate number of shares of Registrable Securities and Other Shares allocated to such Holder or Other Shareholder pursuant to the above-described procedure, then the remaining portion cannot be so included as a result of such allocation shall be reallocated among those requesting Holders and Other Shareholders whose allocations did not satisfy their requests pro rata on the basis of limitations, the number of shares of Registrable Securities and Other Shares which would be held by such Holders and Other Shareholders, assuming conversion, and this procedure the Stockholders shall be repeated excluded, pro rata, until all the aggregate number of the shares of Registrable Securities and Other Shares which may be included in APIGEE CORPORATION AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT such registration. If, after the complete exclusion of Registrable Securities held by the Stockholders from such registration, the aggregate number of remaining shares of Registrable Securities cannot be so included as a result of such limitations, the remaining shares of Registrable Securities shall be excluded, pro rata, until the aggregate number of shares of Registrable Securities may be included in such registration. In no event shall shares of Registrable Securities held by the Investors be excluded from such registration on behalf of unless all Other Shares and all Registrable Securities held by the Holders and Other Shareholders Stockholders have been so allocatedcompletely excluded from such registration.

Allocation of Registration Opportunities. In any circumstance in ---------------------------------------- which all of the Registrable Securities and other shares of Common Stock of the Company (including shares of Common Stock issued or issuable upon conversion of shares of any currently unissued series of Preferred Stock of the Company) with registration rights (the “"Other Shares”") requested to be included in a registration contemplated by Section 2(a) on behalf of the Holders or other selling shareholders cannot be so included as a result of limitations of the aggregate number of shares of Registrable Securities and Other Shares that may be so included, the number of shares of Registrable Securities and Other Shares that may be so included shall be allocated first among the Holders and Other Shareholders then (in the event that all Holders can participate in the full amount of the Registrable Securities requested to be included) among other selling shareholders requesting inclusion of shares in each case pro rata on the basis of the number of shares of Registrable Securities and Other Shares Shares, as the case may be, that would be held by such Holders and Other Shareholders; other selling shareholders, as the case may be, assuming conversion, provided, however, that such allocation shall not operate to reduce the aggregate number of Registrable Securities and Other Shares Shares, as the case may be, to be included in such registration, if . If any Holder or Other Shareholder other selling shareholder does not request inclusion of the maximum number of shares of Registrable Securities and Other Shares allocated to such Holder or Other Shareholder him pursuant to the above-above described procedure, then the remaining portion of such his allocation shall be reallocated among those requesting Holders and Other Shareholders other selling shareholders whose allocations did not satisfy their requests pro rata on the basis of the number of shares of Registrable Securities and Other Shares which would be held by such Holders and Other Shareholdersother selling shareholders, assuming conversion, and this procedure shall be repeated until all of the shares of Registrable Securities and Other Shares which may be included in the registration on behalf of the Holders and Other Shareholders other selling shareholders have been so allocated. If, after all of the shares of Registrable Securities and Other Shares which may be included in the registration on behalf of the Holders and other selling shareholders have been so allocated, and additional shares may be included in such a registration, securities of the Company may be included in the registration to be sold for the account of the Company; provided, however, that the foregoing shall not in any way limit the right of the Company to sell shares for its own account in registrations initiated by the Company. Without limiting the foregoing provisions of this Section 1.14, the Company shall not limit the number of Registrable Securities to be included in a registration pursuant to this Agreement in order to include shares held by shareholders with no registration rights or to include shares owned by ▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ or any other shares of stock issued to employees, officers, directors, or consultants pursuant to the Company's 1988, 1992, and 1997 Stock Option Plans.

Allocation of Registration Opportunities. In any circumstance in which all of the Registrable Securities and other outstanding shares of common stock of the Company with registration rights (the “"Other Shares”") requested and entitled to be included in a demand registration contemplated by Section 2(a) cannot be so included as a result of limitations of on the aggregate number of shares of Registrable Securities and Other Shares that may be so included, or in case of an Underwriters' Cutback, the number of shares of Registrable Securities and Other Shares that may be so included shall be allocated among the Holders SVI and Other Shareholders requesting inclusion of shares other selling stockholders pro rata on the basis of the number of shares of Registrable Securities and Other Shares held by SVI and such Holders and Other Shareholders; provided, however, that such allocation shall not operate to reduce the aggregate number of Registrable Securities and Other Shares to be included in such registration, if any Holder other selling stockholders. If SVI or Other Shareholder other selling stockholder does not request inclusion of the maximum number of shares of Registrable Securities and Other Shares allocated to such Holder or Other Shareholder him pursuant to the above-described this procedure, then the remaining portion of such his allocation shall be reallocated among SVI and those requesting Holders and Other Shareholders other selling stockholders whose allocations did not satisfy their requests pro rata on the basis of the number of shares of Registrable Securities and Other Shares which would be held by SVI and such Holders and Other Shareholders, assuming conversionother selling stockholders, and this procedure shall be repeated until all of the shares of Registrable Securities and Other Shares which may be included in the registration on behalf of the Holders SVI and Other Shareholders other selling stockholders have been so allocated. Provided, however, the Company shall not limit the number of Registrable Securities to be included in a registration pursuant to this Agreement in order to include shares held by stockholders with no registration rights or to include in that registration shares of stock issued to employees, officers, directors, or consultants pursuant to any Company stock option plan, and in such case all Registrable Securities covered by the registration shall be sold before any such other securities are sold.

Allocation of Registration Opportunities. In any circumstance in which all of the Registrable Securities and other outstanding shares of Common Stock of the Company with registration rights (the “"Other Shares”") requested and entitled to be included in a demand registration contemplated by Section 2(a) cannot be so included as a result of limitations of on the aggregate number of shares of Registrable Securities and Other Shares that may be so included, or in case of an Underwriters' Cutback, the number of shares of Registrable Securities and Other Shares that may be so included shall be allocated among the Holders holders of Registrable Securities and Other Shareholders requesting inclusion of shares other selling stockholders pro rata on the basis of the number of shares of Registrable Securities and Other Shares held by such Holders holders and Other Shareholders; provided, however, that such allocation shall not operate to reduce the aggregate number other selling stockholders. If any holder of Registrable Securities and Other Shares to be included in such registration, if any Holder or Other Shareholder other selling stockholder does not request inclusion of the maximum number of shares of Registrable Securities and Other Shares allocated to such Holder or Other Shareholder him pursuant to the above-described this procedure, then the remaining portion of such his allocation shall be reallocated among those requesting Holders holders of Registrable Securities and Other Shareholders other selling stockholders whose allocations did not satisfy their requests pro rata on the basis of the number of shares of Registrable Securities and Other Shares which would be held by such Holders holders and Other Shareholders, assuming conversionother selling stockholders, and this procedure shall be repeated until all of the shares of Registrable Securities and Other Shares which may be included in the registration on behalf of the Holders holders of Registrable Securities and Other Shareholders other selling stockholders have been so allocated. Provided, however, the Company shall not limit the number of Registrable Securities to be included in a registration pursuant to this Agreement in order to include shares held by stockholders with no registration rights or to include in that registration shares of stock issued to employees, officers, directors, or consultants pursuant to any Company stock option plan, and in such case all Registrable Securities covered by the registration shall be sold before any such other securities are sold.

Allocation of Registration Opportunities. In Subject to the last sentence of this Section 2.13, in any circumstance in which all of the Registrable Securities and other shares of Common Stock of the Company (including shares of Common Stock issued or issuable upon conversion of shares of any currently unissued series of Preferred Stock of the Company) with registration rights (the “"Other Shares”") requested to be included in a registration contemplated by Section 2(a) on behalf of the Holders or other selling stockholders cannot be so included as a result of limitations of the aggregate number of shares of Registrable Securities and Other Shares that may be so included, the number of shares of Registrable Securities and Other Shares that may be so included shall be allocated among the Holders and Other Shareholders other selling stockholders requesting inclusion of shares pro rata on the basis of the number of shares of Registrable Securities and Other Shares that would be held by such Holders and Other Shareholdersother selling stockholders, assuming conversion; provided, however, that such allocation shall not operate to reduce the aggregate number of Registrable Securities and Other Shares to be included in such registration, if any Holder or Other Shareholder other selling stockholder does not request inclusion of the maximum number of shares of Registrable Securities and Other Shares allocated to such Holder or Other Shareholder him pursuant to the above-described procedure, then in which case the remaining portion of such his allocation shall be reallocated among those requesting Holders and Other Shareholders other selling stockholders whose allocations did not satisfy their requests pro rata on the basis of the number of shares of Registrable Securities and Other Shares which would be held by such Holders and Other Shareholdersother selling stockholders, assuming conversion, and this procedure shall be repeated until all of the shares of Registrable Securities and Other Shares which may be included in the registration on behalf of the Holders and Other Shareholders other selling stockholders have been so allocated. No stockholder of the Company shall be granted registration rights that would reduce the number of shares includable by the holders of Registrable Securities in such registration (except for pari passu registration rights granted for securities issuable upon the exercise of warrants issued in connection with debt financing by banks or equipment lessors, provided that the terms of such debt financing and the issuance of warrants were approved by a majority of the Board of Directors) without the consent of the holders of at least sixty percent (60%) of the Registrable Securities. The Company shall not limit the number of Registrable Securities to be included in a registration pursuant to this Agreement in order to include shares held by stockholders with no registration rights or to include shares of stock issued to founders of the Company or to employees, officers, directors, or consultants pursuant to the Company's 2002 Stock Plan, or in the case of registrations under Sections 2.2 or 2.5 hereof, in order to include in such registration securities registered for the Company's own account or Other Shares.

Allocation of Registration Opportunities. In Except as otherwise stated herein, in any circumstance in which all of the Registrable Securities and other shares of Common Stock of the Company (including shares of Common Stock issuable or issued upon conversion of shares of any currently unissued series of Preferred Stock of the Company) with registration rights (the “Other Shares”) requested to be included in a registration contemplated by Section 2(a) on behalf of the Holders or other selling stockholders cannot be so included as a result of limitations imposed upon shares to be underwritten of the aggregate number of shares of Registrable Securities and Other Shares that may be so included, the number of shares of Registrable Securities and Other Shares that may be so included shall be allocated among the Holders and Other Shareholders other selling stockholders requesting inclusion of shares pro rata on the basis of the number of shares of Registrable Securities and Other Shares that would be held by such Holders and Other Shareholdersother selling stockholders proposed to be included in such registration, assuming conversion; provided, however, that such allocation shall not operate to reduce the aggregate number of Registrable Securities and Other Shares to be included in such registration, if any Holder or Other Shareholder other selling stockholder does not request inclusion of the maximum number of shares of Registrable Securities and Other Shares allocated to such Holder or Other Shareholder him pursuant to the above-described procedure, then in which case the remaining portion of such his allocation shall be reallocated among those requesting Holders and Other Shareholders other selling stockholders whose allocations did not satisfy their requests pro rata on the basis of the number of shares of Registrable Securities and Other Shares which would be held by such Holders and Other Shareholdersother selling stockholders, assuming conversion, and this procedure shall be repeated until all of the shares of Registrable Securities and Other Shares which may be included in the registration on behalf of the Holders and Other Shareholders other selling stockholders have been so allocated. Notwithstanding the foregoing, the Company shall not limit the number of Senior Registrable Securities to be included in a registration pursuant to this Agreement in order to include any JVB Shares or shares held by stockholders with no registration rights or to include shares of stock issued to any person other than the Holders or to employees, officers, directors, or consultants pursuant to the any equity incentive plan of the Company, or in the case of registrations under Sections 1.2 or 1.5 hereof, in order to include in such registration securities registered for the Company’s own account; provided, that in the case of a registration initiated by a class of Initiating Holders under Section 1.2, no Registrable Securities that are not in or held upon conversion of the applicable class of Senior Registrable Securities associated with the Initiating Holders shall be included in such registration prior to the inclusion in full of any Senior Registrable Securities of or held upon conversion of such class requested to be included in such registration.

Allocation of Registration Opportunities. In any circumstance in which all of the Registrable Securities and other shares of the Company (including shares of Common Stock issued or issuable upon conversion of shares of any currently unissued series of preferred stock of the Company) with registration rights (the “"Other Shares”") requested to be included in a ------------ registration contemplated by Section 2(a) on behalf of the Holders or other selling stockholders cannot be so included as a result of limitations of the aggregate number of shares of Registrable Securities and Other Shares that may be so included, the number of shares of Registrable Securities and Other Shares that may be so included shall be allocated among the Holders and Other Shareholders other selling stockholders requesting inclusion of shares pro rata on the basis of the number of shares of Registrable Securities and Other Shares that would be held by such Holders and Other Shareholdersother selling stockholders, assuming conversion; provided, however, that such allocation shall -------- ------- not operate to reduce the aggregate number of Registrable Securities and Other Shares to be included in such registration, if any Holder or Other Shareholder other selling stockholder does not request inclusion of the maximum number of shares of Registrable Securities and Other Shares allocated to such Holder or Other Shareholder him pursuant to the above-above- described procedure, then in which case the remaining portion of such his allocation shall be reallocated among those requesting Holders and Other Shareholders other selling stockholders whose allocations did not satisfy their requests pro rata on the basis of the number of shares of Registrable Securities and Other Shares which would be held by such Holders and Other Shareholdersother selling stockholders, assuming conversion, and this procedure shall be repeated until all of the shares of Registrable Securities and Other Shares which may be included in the registration on behalf of the Holders and Other Shareholders other selling stockholders have been so allocated.

Allocation of Registration Opportunities. In any circumstance in which all of the Registrable Securities and other shares of Common Stock of the Company (including shares of Common Stock issued or issuable upon conversion of shares of any currently unissued series of Preferred Stock of the Company) with registration rights (the “Other Shares”"OTHER SHARES") requested to be included in a registration contemplated by Section 2(a) on behalf of the Holders or other selling stockholders cannot be so included as a result of limitations of the aggregate number of shares of Registrable Securities and Other Shares other shares that may be so included, the number of shares of Registrable Securities and Other Shares other shares that may be so included shall be allocated among the Holders and Other Shareholders other selling stockholders requesting inclusion of shares pro rata on the basis of the number of shares of Registrable Securities and Other Shares other shares that would be held by such Holders and Other Shareholdersother selling stockholders, assuming conversion; provided, however, that such allocation shall not operate to -12- <PAGE> reduce the aggregate number of Registrable Securities and Other Shares other shares to be included in such registration, if any Holder or Other Shareholder other selling stockholder does not request inclusion of the maximum number of shares of Registrable Securities and Other Shares other shares allocated to such Holder him or Other Shareholder her pursuant to the above-described procedure, then in which case the remaining portion of such his allocation shall be reallocated among those requesting Holders and Other Shareholders other selling stockholders whose allocations did not satisfy their requests pro rata on the basis of the number of shares of Registrable Securities and Other Shares other shares which would be held by such Holders and Other Shareholdersother selling stockholders, assuming conversion, and this procedure shall be repeated until all of the shares of Registrable Securities and Other Shares other shares which may be included in the registration on behalf of the Holders and Other Shareholders other selling stockholders have been so allocated. The Company shall not limit the number of Registrable Securities to be included in a registration pursuant to this Agreement in order to include shares held by stockholders with no registration rights or to include shares of stock issued to founders of the Company or to employees, officers, directors, or consultants pursuant to the Company's 1996 Incentive Stock Option Plan, or in the case of registrations under Sections 1.2 or 1.5 hereof, in order to include in such registration securities registered for the Company's own account.

Allocation of Registration Opportunities. In any circumstance in which all of the Registrable Securities and other shares of common stock of the Company (including shares of common stock issued or issuable upon exercise/conversion of any outstanding convertible securities of the Company) with registration rights (the “"Other Shares”") requested to be included in a registration contemplated by Section 2(a) on behalf of the Holders or other selling stockholders cannot be so included as a result of limitations of the aggregate number of shares of Registrable Securities and Other Shares that may be so included, the number of shares of Registrable Securities and Other Shares that may be so included shall be allocated among the Holders and Other Shareholders other selling stockholders requesting inclusion of shares pro rata on the basis of the number of shares of Registrable Securities and Other Shares that would be held by such Holders and Other Shareholdersother selling stockholders, assuming conversion; provided, however, that such allocation shall not operate to reduce the aggregate number of Registrable Securities and Other Shares to be included in such registration, if any Holder or Other Shareholder other selling stockholder does not request inclusion of the maximum number of shares of Registrable Securities and Other Shares allocated to such Holder or Other Shareholder him pursuant to the above-described procedure, then in which case the remaining portion of such his allocation shall be reallocated among those requesting Holders and Other Shareholders other selling stockholders whose allocations did not satisfy their requests pro rata on the basis of the number of shares of Registrable Securities and Other Shares which would be held by such Holders and Other Shareholdersother selling stockholders, assuming conversion, and this procedure shall be repeated until all of the shares of Registrable Securities and Other Shares which may be included in the registration on behalf of the Holders and Other Shareholders other selling stockholders have been so allocated. The Company shall not limit the number of Registrable Securities to be included in a registration pursuant to this Agreement in order to include shares held by stockholders with no registration rights or to include shares of stock issued to employees, officers, directors, or consultants pursuant to the Company's stock option or similar compensation plan, or in the case of registrations under Sections 1.3 or 1.6 hereof, in order to include in such registration securities registered for the Company's own account.

Allocation of Registration Opportunities. In any circumstance in which all of the Registrable Securities Excluded Shares and other shares of the Company with registration rights (the “"Other Shares”") requested to be included in a registration contemplated by Section 2(a) on behalf of the Holders or Other Stockholders cannot be so included as a result of limitations of the aggregate number of shares of Registrable Securities Excluded Shares and Other Shares that may be so included, the number of shares of Registrable Securities Excluded Shares and Other Shares that may be so included shall be allocated among the Holders and Other Shareholders Stockholders requesting inclusion of shares pro rata on the basis of the number of shares of Registrable Securities Excluded Shares and Other Shares held by such Holders and Other ShareholdersStockholders; provided, however, that such allocation shall not operate to reduce the aggregate number of Registrable Securities Excluded Shares and Other Shares to be included in such registration, if . If any Holder or Other Shareholder Stockholder does not request inclusion of the maximum number of shares of Registrable Securities Excluded Shares and Other Shares allocated to such Holder or Other Shareholder him pursuant to the above-described procedure, then the remaining portion of such his allocation shall be reallocated among those requesting Holders and Other Shareholders Stockholders whose allocations did not satisfy their requests pro rata on the basis of the number of shares of Registrable Securities Excluded Shares and Other Shares which would be held by such Holders and Other ShareholdersStockholders, assuming conversion, and this procedure shall be repeated until all of the shares of Registrable Securities Excluded Shares and Other Shares which may be included in the registration on behalf of the Holders and Other Shareholders Stockholders have been so allocated.

Allocation of Registration Opportunities. In any circumstance in which all of the Registrable Securities and other shares of the Company with registration rights (the “Other Shares”) Shares requested to be included in a registration contemplated by Section 2(a) on behalf of the Holders or other selling stockholders cannot be so included as a result of limitations of the aggregate number of shares of Registrable Securities and Other Shares that may be so included, the number of shares of Registrable Securities and Other Shares that may be so included shall be allocated among the reduced pro rata amongst all Holders and Other Shareholders requesting inclusion of shares pro rata other selling stockholders on the basis of the number of shares of Registrable Securities and Other Shares held by to be included in such Holders and Other Shareholdersregistration, assuming conversion; provided, however, so that such allocation shall not operate to reduce the aggregate number of Registrable Securities and Other Shares to be included in such registration, if any Holder or Other Shareholder other selling stockholders does not request inclusion of the maximum number of shares of Registrable Securities and Other Shares allocated to such Holder or Other Shareholder him pursuant to the above-described procedure, then the remaining portion of such his allocation shall be reallocated among those requesting Holders and Other Shareholders other selling stockholders whose allocations did not satisfy their requests pro rata on the basis of the number of shares of Registrable Securities and Other Shares which would be held by such Holders and Other Shareholders, assuming conversionrequests, and this procedure shall be repeated until all of the shares of Registrable Securities and Other Shares which may be included in the registration on behalf of the Holders and Other Shareholders other selling stockholders have been so allocated. The Company shall not limit the number of Registrable Securities or Other Shares to be included in a registration pursuant to this Agreement in order to include shares held by stockholders with no registration rights or to include other shares of stock issued to employees, officers, directors or consultants, or, with respect to registrations under Section 2.1 or 2.4 hereof, in order to include in such registration securities registered for the Company's own account.

Allocation of Registration Opportunities. In any circumstance in which all of the Registrable Securities and other shares Common Stock of the Company (including shares of Common Stock issued or issuable upon conversion of shares of any currently unissued series of Preferred Stock of the Company) with registration rights (the “"Other Shares”") requested to be included in a registration contemplated by Section 2(a) on behalf of the Preferred Holders or other selling stockholders cannot be so included as a result of limitations of the aggregate number of shares of Registrable Securities and Other Shares that may be so included, the number of shares of Registrable Securities and Other Shares that may be so included shall be allocated among the Preferred Holders and Other Shareholders other selling stockholders requesting inclusion of shares pro rata on the basis of the number of shares of Registrable Securities and Other Shares that would be held by such Preferred Holders and Other Shareholders; providedother selling stockholders, however, that such allocation shall not operate to reduce the aggregate number of Registrable Securities and Other Shares to be included in such registration, if assuming conversion. If any Preferred Holder or Other Shareholder other selling stockholder does not request inclusion of the maximum number of shares of Registrable Securities and Other Shares allocated to such Holder or Other Shareholder him pursuant to the above-described this procedure, then the remaining portion of such his allocation shall be reallocated among those requesting Preferred Holders and Other Shareholders other selling stockholders whose allocations did not satisfy their requests pro rata on the basis of the number of shares of Registrable Securities and Other Shares which would be held by such Preferred Holders and Other Shareholdersother selling stockholders, assuming conversion, and this procedure shall be repeated until all of the shares of Registrable Securities and Other Shares which may be included in the registration on behalf of the Preferred Holders and Other Shareholders other selling stockholders have been so allocated. The Company shall not limit the number of Registrable Securities to be included in a registration pursuant to this Agreement in order to include shares held by stockholders with no registration rights or to include in that registration shares of stock issued to employees, officers, directors, or consultants pursuant to the Company's Stock Option Plan, or with respect to registrations under Section 2.5 hereof, in order to include in such registration securities registered for the Company's own account.

Allocation of Registration Opportunities. In any circumstance in which all of the Registrable Securities and other shares of the Company with registration rights (the “Other Shares”) requested to be included in a registration contemplated by Section 2(a) on behalf of the Holders cannot be so included as a result of limitations imposed by any underwriter or underwriters of the aggregate number of shares of Registrable Securities and Other Shares that may be so included, the number of shares of Registrable Securities and Other Shares that may be so included shall be allocated among the Holders and Other Shareholders requesting inclusion of shares pro rata on the basis of the number of shares of Registrable Securities and Other Shares that would be held by such Holders and Other ShareholdersHolders, assuming conversion; provided, however, that such allocation shall not operate to reduce the aggregate number of Registrable Securities and Other Shares to be included in such registration, if any Holder or Other Shareholder does not request inclusion of the maximum minimum number of shares of Registrable Securities and Other Shares allocated to such Holder or Other Shareholder pursuant to the above-described procedure, then the remaining portion of such Holder's allocation shall be reallocated among those requesting Holders and Other Shareholders whose allocations did not satisfy their requests requests, pro rata on the basis of the number of shares of Registrable Securities and Other Shares which that would be held by such Holders and Other ShareholdersHolders, assuming conversion, and this procedure shall be repeated until all of the shares of Registrable Securities and Other Shares which may be included in the registration on behalf of the requesting Holders and Other Shareholders have been so allocated.

Allocation of Registration Opportunities. In any circumstance in which all of the Registrable Securities and other shares of Common Stock of the Company (including without limitation shares of Common Stock issued or issuable upon conversion of shares of any currently unissued series of Preferred Stock of the Company) with registration rights (the “"Other Shares”") requested to be included in a registration contemplated by Section 2(a) on behalf of the Holders or other selling stockholders cannot be so included as a result of limitations of the aggregate number of shares of Registrable Securities and Other Shares that may be so included, the number of shares of Registrable Securities and Other Shares that may be so included shall be allocated among the Holders and Other Shareholders other selling stockholders requesting inclusion of shares in the following orders of priority: (a) if the registration is pursuant to a request under Section 1.3 then first, pro rata among the Holders (excluding Other Investors and their permitted transferees other than Investors) on the basis of the number of shares of Registrable Securities held by such Holders; second, all securities that the Company proposes to sell for its own account; and third, pro rata on the basis of the number of shares of Registrable Securities and Other Shares that would be held by the remaining Holders and other selling stockholders; (b) if the registration is a registration described in Section 1.4, then first, all securities that the Company proposes to sell for its own account; second, pro rata among the Holders on the basis of the number of shares of Registrable Securities held by such Holders; and third, pro rata on the basis of the number of Other Shares held by other selling stockholders; and (c) for all other registrations, then first, pro rata among the Holders on the basis of the number of shares of Registrable Securities held by such Holders; second, all securities that the Company proposes to sell for its own account; and third, pro rata on the basis of the number of Other ShareholdersShares held by the other selling stockholders; provided, however, that such each allocation in Section 1.14(a), (b) and (c) shall not operate to reduce the aggregate number of Registrable Securities and Other Shares to be included in such registration, if any Holder or Other Shareholder other selling stockholder does not request inclusion of the maximum number of shares of Registrable Securities and Other Shares allocated to such Holder or Other Shareholder him pursuant to the above-described procedureprocedures, then the remaining portion of such his allocation shall be reallocated among those requesting Holders and Other Shareholders other selling stockholders whose allocations did not satisfy their requests pro rata on the basis of the number of shares of Registrable Securities and Other Shares which would be held by such Holders and Other Shareholders, assuming conversionforegoing priority, and this procedure shall be repeated until all of the shares of Registrable Securities and Other Shares which may be included in the registration on behalf of the Holders and Other Shareholders other selling stockholders have been so allocated. The Company shall not limit the number of Registrable Securities to be included in a registration pursuant to this Agreement in order to include shares held by stockholders with no registration rights or to include securities owned by the Olims or any other shares of stock issued to employees, officers, directors, or consultants pursuant to the Company's 1996 Equity Compensation Plan, or with respect to registrations under Sections 1.6 or 1.9 hereof, in order to include in such registration securities registered for the Company's own account.

Allocation of Registration Opportunities. In any circumstance in which all of the Registrable Securities and and/or other shares of the Company Common Stock with registration rights (the “"Other Shares”") requested to be included in a registration contemplated by Section 2(a) on behalf of the Holder and/or other persons cannot be so included as a result of limitations of the aggregate number of shares of Registrable Securities and and/or Other Shares that may be so included, the number of shares of Registrable Securities and and/or Other Shares that may be so included shall be allocated among the Holders and Other Shareholders Holder and/or the other persons requesting inclusion of shares pro rata on the basis of the number of shares of Registrable Securities and and/or Other Shares that would be held by such Holders and Other Shareholders; provided, however, that such allocation shall not operate to reduce the aggregate number of Registrable Securities and Other Shares to be included in such registration, if any Holder or Other Shareholder does and/or the other persons. If the Holder and/or the other persons do not request inclusion of the maximum number of shares of Registrable Securities and and/or Other Shares allocated to such Holder or Other Shareholder them pursuant to the above-described procedure, then the remaining portion of such this allocation shall be reallocated among those requesting Holders and Other Shareholders the Holder and/or the other persons whose allocations did not satisfy their requests pro rata on the basis of the number of shares of Registrable Securities and and/or Other Shares which that would be held by such Holders and Other Shareholders, assuming conversion, the Holder and/or the other persons and this procedure shall be repeated until all of the shares of Registrable Securities and Other Shares which may be included in the registration on behalf of the Holders and Other Shareholders Holder and/or the other persons have been so allocated. The Company shall not limit the number of Registrable Securities to be included in a registration pursuant to this Agreement in order to include shares held by persons with no registration rights.

Allocation of Registration Opportunities. In any circumstance in which all of the Registrable Securities and other shares of the Company with registration rights (the “Other Shares”) Shares requested to be included in a registration contemplated by Section 2(a) on behalf of the Holders or other selling stockholders cannot be so included as a result of limitations of the aggregate number of shares of Registrable Securities and Other Shares that may be so included, the number of shares of Registrable Securities and Other Shares that may be so included shall be allocated among the Holders and Other Shareholders Stockholders requesting inclusion of shares pro rata on the basis of the number of shares of Registrable Securities and Other Shares that would be held by such Holders and Other ShareholdersStockholders, assuming conversion; provided, however, that such allocation shall not operate to reduce the aggregate number of Registrable Securities and Other Shares to be included in such registration, if any Holder or Other Shareholder Stockholder does not request inclusion of the maximum number of shares of Registrable Securities and Other Shares allocated to such Holder or Other Shareholder him pursuant to the above-described procedure, then the remaining portion of such his allocation shall be reallocated among those requesting Holders and Other Shareholders Stockholders whose allocations did not satisfy their requests pro rata on the basis of the number of shares of Registrable Securities and Other Shares which would be held by such Holders and Other ShareholdersStockholders, assuming conversion, and this procedure shall be repeated until all of the shares of Registrable Securities and Other Shares which may be included in the registration on behalf of the Holders and Other Shareholders Stockholders have been so allocated.

Allocation of Registration Opportunities. In any circumstance in which all of the Registrable Securities and other shares of Common Stock of the Company (including shares of Common Stock issued or issuable upon conversion of shares of any currently unissued series of Preferred Stock of the Company) with registration rights (the “Other Shares”"OTHER SHARES") requested to be included in a registration contemplated by Section 2(a) on behalf of the Holders or other selling stockholders cannot be so included as a result of limitations of the aggregate number of shares of Registrable Securities and Other Shares that may be so included, the number of shares of Registrable Securities and Other Shares that may be so included shall be allocated among the Holders and Other Shareholders other selling stockholders requesting inclusion of shares pro rata on the basis of the number of shares of Registrable Securities and Other Shares that would be held by such Holders and Other Shareholdersother selling stockholders, assuming conversion; provided, however, so that such allocation shall not operate to reduce the aggregate number of Registrable Securities and Other Shares to be included in such registration, if any Holder or Other Shareholder other selling stockholder does not request inclusion of the maximum number of shares of Registrable Securities and Other Shares allocated to such Holder or Other Shareholder him pursuant to the above-described procedure, then the remaining portion of such his allocation shall be reallocated among those requesting Holders and Other Shareholders other selling stockholders whose allocations did not satisfy their requests pro rata on the basis of the number of shares of Registrable Securities and Other Shares which would be held by such Holders and Other Shareholdersother selling stockholders, assuming conversion, and this procedure shall be repeated until all of the shares of Registrable Securities and Other Shares which may be included in the registration on behalf of the Holders and Other Shareholders other selling stockholders have been so allocated. The Company shall not limit the number of Registrable Securities to be included in a registration pursuant to this Agreement in order to include shares held by stockholders with no registration rights existing on the date hereof or to include founder's stock or any other shares of stock issued to employees, officers, directors, or consultants pursuant to incentive stock plans of the Company, or, with respect to registrations under Sections 2.1 or 2.4 hereof, in order to include in such registration securities registered for the Company's own account.

Allocation of Registration Opportunities. In Subject to the rights of the Prior Holders contained in the Prior Registration Rights Agreements, notwithstanding any other provision of this Section 1.9, in any circumstance in which all of the Registrable Securities and other shares of the Company with registration rights (the “"Other Shares”") requested to be included in a registration contemplated by Section 2(a) on behalf of the Holders or Other Stockholders cannot be so included as a result of limitations of the aggregate number of shares of Registrable Securities and Other Shares that may be so included, the number of shares of Registrable Securities and Other Shares that may be so included shall be allocated among the Holders and Other Shareholders Stockholders requesting inclusion of shares pro rata on the basis of the number of shares of Registrable Securities and Other Shares held by such Holders and Other ShareholdersStockholders; provided, however, that such allocation shall not operate to reduce the aggregate number of Registrable Securities and Other Shares to be included in such registration, if any Holder or Other Shareholder Stockholders does not request inclusion of the maximum number of shares of Registrable Securities and Other Shares allocated to such Holder or Other Shareholder him pursuant to the above-described procedure, then the remaining portion of such his allocation shall be reallocated among those requesting Holders and Other Shareholders Stockholders whose allocations did not satisfy their requests pro rata on the basis of the number of shares of Registrable Securities and Other Shares which would be held by such Holders and Other ShareholdersStockholders, assuming conversion, and this procedure shall be repeated until all of the shares of Registrable Securities and Other Shares which may be included in the registration on behalf of the Holders and Other Shareholders Stockholders have been so allocated.

Allocation of Registration Opportunities. In any circumstance in of which all of the Registrable Securities and other shares of Common Stock of the Company with registration rights (the “Other Shares”"OTHER SHARES") requested to be included in a registration contemplated by Section 2(aon behalf of the Holders or other selling stockholders (collectively "PARTICIPATING HOLDERS") cannot be so included as a result of limitations of the aggregate number of shares of Registrable Securities and Other Shares that may be so included, subject to the rights of other selling shareholders under the Registration Rights Agreements listed in Schedule A, the number of shares of Registrable Securities and Other Shares that may be so included shall be allocated among the Participating Holders and Other Shareholders requesting inclusion of shares pro rata on based upon the basis ratio of the number of shares of Registrable Securities and or Other Shares held by such Holders Participating Holder and the total number of Registrable Securities and Other ShareholdersShares then outstanding and owned by all the Participating Holders; provided, however, that such allocation shall not operate to reduce the aggregate number of Registrable Securities and Other Shares to be included in such registration, and if any Participating Holder or Other Shareholder does not request inclusion of the maximum number of shares of Registrable Securities and Other Shares allocated to such Participating Holder or Other Shareholder pursuant to the above-described procedure, then the remaining portion of such Participating Holder's allocation shall be reallocated among those requesting Participating Holders and Other Shareholders whose allocations did not satisfy their requests requests, up to that number that can be accommodated pro rata on based upon the basis ratio of the number of shares Registrable Securities or Other Shares already included of a Participating Holder and the total number of Registrable Securities and Other Shares which would be held by such already included of Participating Holders and Other Shareholders, assuming conversion, desiring to participate in the additional allocation and this procedure shall be repeated until all of the shares of Registrable Securities and Other Shares which may be included in the registration on behalf of the Participating Holders and Other Shareholders have been so allocated.

Allocation of Registration Opportunities. In any circumstance in which all of the Registrable Securities and other shares Common Stock of the Company with registration rights (the “Other Shares”"OTHER SHARES") requested to be included in a registration contemplated by Section 2(a) on behalf of the holders of Registrable Securities or other selling stockholders cannot be so included as a result of limitations of the aggregate number of shares of Registrable Securities and Other Shares that may be so included, the number of shares of Registrable Securities and Other Shares that may be so included shall be allocated among the Holders holders of Registrable Securities and Other Shareholders other selling stockholders requesting inclusion of shares pro rata on the basis of the number of shares of Registrable Securities and Other Shares that would be held by such Holders holders and Other Shareholders; provided, however, that such allocation shall not operate to reduce the aggregate number other selling stockholders. If any holder of Registrable Securities and Other Shares to be included in such registration, if any Holder or Other Shareholder other selling stockholder does not request inclusion of the maximum number of shares of Registrable Securities and Other Shares allocated to such Holder or Other Shareholder him pursuant to the above-described this procedure, then the remaining portion of such his allocation shall be reallocated among those requesting Holders holders of Registrable Securities and Other Shareholders other selling stockholders whose allocations did not satisfy their requests pro rata on the basis of the number of shares of Registrable Securities and Other Shares which would be held by such Holders holders and Other Shareholders, assuming conversionother selling stockholders, and this procedure shall be repeated until all of the shares of Registrable Securities and Other Shares which may be included in the registration on behalf of the Holders holders of Registrable Securities and Other Shareholders other selling stockholders have been so allocated. The Company shall not limit the number of Registrable Securities to be included in a registration pursuant to this Agreement in order to include shares held by stockholders with no registration rights or to include in that registration shares of stock issued to employees, officers, directors, or consultants pursuant to the Company's stock option plan, or in order to include in such registration securities registered for the Company's own account.

Allocation of Registration Opportunities. In any circumstance in ---------------------------------------- which all of the Registrable Securities and other shares of Common Stock of the Company (including shares of Common Stock issued or issuable upon conversion of shares of any currently unissued series of Preferred Stock of the Company) with registration rights (the “"Other Shares”") requested to be included in a registration contemplated by Section 2(a) on behalf of the Holders or other Shareholders cannot be so included as a result of limitations of the aggregate number of shares of Registrable Securities and Other Shares that may be so included, the number of shares of Registrable Securities and Other Shares that may be so included shall be allocated among the Holders and Other Shareholders requesting inclusion of shares pro rata on the basis of the number of shares of Registrable Securities and Other Shares that would be held by such Holders and Other Shareholders, assuming conversion; provided, however, so that such allocation shall not operate to reduce the aggregate number of Registrable Securities and Other Shares to be included in such registration, if any Holder or Other Shareholder does not request inclusion of the maximum number of shares of Registrable Securities and Other Shares allocated to such Holder or Other Shareholder him pursuant to the above-described procedure, then the remaining portion of such his allocation shall be reallocated among those requesting Holders and Other Shareholders whose allocations did not satisfy their requests pro rata on the basis of the number of shares of Registrable Securities and Other Shares which would be held by such Holders and Other Shareholders, assuming conversion, and this procedure shall be repeated until all of the shares of Registrable Securities and Other Shares which may be included in the registration on behalf of the Holders and Other Shareholders have been so allocated. The Company shall not limit the number of Registrable Securities to be included in a registration pursuant to this Agreement in order to include shares held by shareholders with no registration rights or to include founder's stock or any other shares of stock issued to employees, officers, directors, or consultants pursuant to Company's 1996 Amended and Restated Stock Option Plan. Notwithstanding the foregoing, the Company shall not be required to provide to Holders pro rata rights to the extent the holders of Series A Preferred Stock have rights which are not subject to cutbacks.

Allocation of Registration Opportunities. In any circumstance in which all of the Registrable Securities and other shares of Common Stock of the Company (including shares of Common Stock issued or issuable upon conversion of shares of any currently unissued series of Preferred Stock of the Company) with registration rights (the “Other Shares”) requested to be included in a registration contemplated by Section 2(a) on behalf of the Holders or other selling shareholders cannot be so included as a result of limitations of the aggregate number of shares of Registrable Securities and Other Shares that may be so included, the number of shares of Registrable Securities and Other Shares that may be so included shall be allocated among reduced first, amongst the Holders and Other Shareholders other selling shareholders requesting inclusion of shares (other than Holders) pro rata on the basis of the number of shares of Other Shares to be included in such registration, assuming conversion and, if after such Other Shares are excluded, reduction to the number of Registrable Securities and Other Shares held by to be offered is necessary, then pro rata amongst all Holders on the basis of the number of shares of Registrable Securities to be included in such Holders and Other Shareholdersregistration, assuming conversion; provided, however, so that such allocation shall not operate to reduce the aggregate number of Registrable Securities and Other Shares to be included in such registration, if any Holder or Other Shareholder other selling shareholder does not request inclusion of the maximum number of shares of Registrable Securities and Other Shares allocated to such Holder or Other Shareholder him pursuant to the above-described procedure, then the remaining portion of such his allocation shall be reallocated among those requesting Holders and Other Shareholders other selling shareholders whose allocations did not satisfy their requests pro rata on the basis of the number of shares of Registrable Securities and Other Shares which would be held by such Holders and Other Shareholders, assuming conversionrequests, and this procedure shall be repeated until all of the shares of Registrable Securities and Other Shares which may be included in the registration on behalf of the Holders and Other Shareholders other selling shareholders have been so allocated. The Company shall not limit the number of Registrable Securities or Other Shares to be included in a registration pursuant to this Agreement in order to include shares held by shareholders with no registration rights or to include other shares of stock issued to employees, officers, directors, or consultants, or with respect to registrations under Section 1.02 or 1.05 hereof, in order to include in such registration securities registered for the Company’s own account.

Allocation of Registration Opportunities. In any circumstance in which all of the Registrable Securities Excluded Shares and other shares of the Company with registration rights (the “"Other Shares”") requested to be included in a registration contemplated by Section 2(a) on behalf of the Holders or Other Stockholders cannot be so included as a result of limitations of the aggregate number of shares of Registrable Securities Excluded Shares and Other Shares that may be so included, the number of shares of Registrable Securities Excluded Shares and Other Shares that may be so included shall be allocated among the Holders and Other Shareholders Stockholders requesting inclusion of shares pro rata on the basis of the number of shares of Registrable Securities Excluded Shares and Other Shares held by such Holders and Other ShareholdersStockholders; provided, however, that such allocation shall not operate to reduce the aggregate number of Registrable Securities Excluded Shares and Other Shares to be included in such registration, if any Holder or Other Shareholder Stockholder does not request inclusion of the maximum number of shares of Registrable Securities Excluded Shares and Other Shares allocated to such Holder or Other Shareholder him pursuant to the above-described procedure, then the remaining portion of such his allocation shall be reallocated among those requesting Holders and Other Shareholders Stockholders whose allocations did not satisfy their requests pro rata on the basis of the number of shares of Registrable Securities Excluded Shares and Other Shares which would be held by such Holders and Other ShareholdersStockholders, assuming conversion, and this procedure shall be repeated until all of the shares of Registrable Securities Excluded Shares and Other Shares which may be included in the registration on behalf of the Holders and Other Shareholders Stockholders have been so allocated.

Allocation of Registration Opportunities. In any circumstance in which all of the Registrable Securities and other shares of Common Stock of the Company (including shares of Common Stock issued or issuable upon conversion of shares of any currently unissued series of Preferred Stock of the Company) with registration rights (the “"Other Shares”") requested to be included in a registration contemplated by Section 2(a) on behalf of the Holders or other selling stockholders cannot be so included as a result of limitations of the aggregate number of shares of Registrable Securities and Other Shares that may be so included, the number of shares of Registrable Securities and Other Shares that may be so included shall be allocated among the Holders and Other Shareholders other selling stockholders requesting inclusion of shares pro rata on the basis of the number of shares of Registrable Securities and Other Shares that would be held by such Holders and Other Shareholdersother selling stockholders, assuming conversion; provided, however, that such allocation shall not operate to reduce the aggregate number of Registrable Securities and Other Shares to be included in such registration, if any Holder or Other Shareholder other selling stockholder does not request inclusion of the maximum number of shares of Registrable Securities and Other Shares allocated to such Holder or Other Shareholder him pursuant to the above-described procedure, then in which case the remaining portion of such his allocation shall be reallocated among those requesting Holders and Other Shareholders other selling stockholders whose allocations did not satisfy their requests pro rata on the basis of the number of shares of Registrable Securities and Other Shares which would be held by such Holders and Other Shareholdersother selling stockholders, assuming conversion, and this procedure shall be repeated until all of the shares of Registrable Securities and Other Shares which may be included in the registration on behalf of the Holders and Other Shareholders other selling stockholders have been so allocated.. The Company shall not limit the number of Registrable Securities to be included in a registration pursuant to this Agreement in order to include shares held by stockholders with no registration rights or to include shares of stock issued to employees, officers, directors, or consultants pursuant to the Company's stock option or similar compensation plan, or in the case of registrations under Sections 1.3 or 1.6 hereof, in order to include in such registration securities registered for the Company's own account................................................................13

Allocation of Registration Opportunities. In any circumstance in which all of the Registrable Securities and other shares of the Company Common Stock of Timberline Resources with registration rights (the “"Other Shares”") requested to be included in a registration contemplated by Section 2(a) on behalf of the Holders or other selling stockholders cannot be so included as a result of limitations of the aggregate number of shares of Registrable Securities and Other Shares that may be so included, the number of shares of Registrable Securities and Other Shares that may be so included shall be allocated among the Holders and Other Shareholders requesting inclusion of shares pro REGISTRATION RIGHTS AGREEMENT - 9 rata on the basis of the number of shares of Registrable Securities and Other Shares that would be held by such Holders and Other Shareholdersother selling stockholders, assuming conversion; provided, however, that such allocation shall not operate to reduce the aggregate number of Registrable Securities and Other Shares to be included in such registration, if any Holder or Other Shareholder other selling stockholder does not request inclusion of the maximum number of shares of Registrable Securities and Other Shares allocated to such Holder or Other Shareholder him pursuant to the above-described procedure, then in which case the remaining portion of such his allocation shall be reallocated among those requesting Holders and Other Shareholders other selling stockholders whose allocations did not satisfy their requests pro rata on the basis of the number of shares of Registrable Securities and Other Shares which would be held by such Holders and Other Shareholdersother selling stockholders, assuming conversion, and this procedure shall be repeated until all of the shares of Registrable Securities and Other Shares which may be included in the registration on behalf of the Holders and Other Shareholders other selling stockholders have been so allocated. Timberline Resources shall not limit the number of Registrable Securities to be included in a registration pursuant to this Agreement in order (a) to include shares held by stockholders with no registration rights, (b) to include shares of stock issued to employees, officers, directors, or consultants of Timberline Resources, or (c) in the case of registrations under Section 4 hereof, to include in such registration securities registered for Timberline Resources's own account; provided further that in the case of a registration under Section 2, the number of shares of Registrable Securities to be included in such registration pursuant to this Agreement shall not be limited without concurrent limitation of the number of Other Shares with similar registration rights to be included in such registration and instead the number of shares and Other Shares to be included in such registration shall be determined based upon the allocation provisions set forth above in this Section 13.

Allocation of Registration Opportunities. In any circumstance in which all ---------------------------------------- of the Registrable Securities and other shares securities of the Company with registration rights (the “"Other Shares”") ------------ requested to be included in a registration contemplated by Section 2(a) on behalf of the Holders or Other Stockholders cannot be so included as a result of limitations of the aggregate number of shares of Registrable Securities and Other Shares that may be so included, the number of shares of Registrable Securities and Other Shares that may be so included shall be allocated among the Holders and Other Shareholders Stockholders requesting inclusion of shares pro rata on the basis of the number of shares of Registrable Securities and Other Shares held by such Holders and Other Shareholdersparties requested to have registered in such offering; provided, however, that such allocation shall not -------- ------- operate to reduce the aggregate number of Registrable Securities and Other Shares to be included in such registration, registration if any Holder or Other Shareholder Stockholder does not request inclusion of the maximum number of shares of Registrable Securities and Other Shares allocated to such Holder or Other Shareholder him pursuant to the above-described procedure, then in which case the remaining portion of such his allocation shall be reallocated among those requesting Holders and Other Shareholders other selling stockholders whose allocations did not satisfy their requests pro rata on the basis of the number of shares of Registrable Securities and Other Shares for which would be held by such Holders and Other Shareholders, assuming conversionregistration had been requested, and this procedure shall be repeated until all of the shares of Registrable Securities and Other Shares which may be included in the registration on behalf of the Holders and Other Shareholders Stockholders have been so allocated.

Allocation of Registration Opportunities. In any circumstance in which If Holders exercise registration rights under Section 3.2 or Section 3.4 and all of the Registrable Securities and other shares of the Company Company's Voting Common Stock (including shares of Voting Common Stock issued or issuable upon conversion of shares of any currently unissued series of the Company's Non-Voting Common Stock or Preferred Stock) with registration rights (such other securities, the “Other Shares”"OTHER SHARES") requested to be included in a registration contemplated by Section 2(a) on behalf of the Holders or Other Stockholders cannot be so included as a result of limitations of the aggregate number of shares of Registrable Securities and Other Shares that may be so included, then the number of shares of Registrable Securities and Other Shares that may be so included shall be allocated among the Holders and Other Shareholders requesting inclusion of shares Stockholders pro rata on the basis of the number of shares of Registrable Securities and Other Shares that would be held by such Holders and Other ShareholdersStockholders, assuming conversion; provided, however, that such allocation shall not operate to reduce the aggregate number of Registrable Securities and Other Shares to be included in such registration, if any Holder or Other Shareholder does not request inclusion of at least the maximum number of shares of Registrable Securities and Other Shares allocated to such Holder or Other Shareholder Stockholder pursuant to the above-described foregoing procedure, then the remaining portion of such Holder's or Other Stockholder's allocation shall be reallocated among those requesting Holders and or Other Shareholders Stockholders whose allocations did not satisfy their requests pro rata on the basis of the number of shares of Registrable Securities and Other Shares which that would be held by such Holders and Other ShareholdersStockholders, assuming conversion, and this procedure shall be repeated until all of the shares of Registrable Securities and Other Shares which that may be included in the registration on behalf of the Holders and Other Shareholders Stockholders have been so allocated. The Company shall not limit the number of Registrable Securities to be included in a registration pursuant to this Agreement in order to include Other Shares or shares held by stockholders with no registration rights or to include shares of stock held by other employees, officers, directors, or consultants pursuant to any Company stock option plan or otherwise.

Allocation of Registration Opportunities. In Except as otherwise provided in this Agreement, in any circumstance in which all of the Registrable Securities and other shares of Common Stock of the Company (including shares of Common Stock issued or issuable upon conversion of shares of any currently unissued series of Preferred Stock of the Company) with registration rights (the “Other Shares”) requested to be included in a registration contemplated by Section 2(a) on behalf of the Holders or Other Stockholders cannot be so included as a result of limitations of the aggregate number of shares of Registrable Securities and Other Shares that may be so included, the number of shares of Registrable Securities and Other Shares that may be so included shall be allocated among the Holders and Other Shareholders Stockholders requesting inclusion of shares pro rata on the basis of the number of shares of Registrable Securities and Other Shares that would be held by such Holders and Other Shareholdersother selling stockholders, assuming conversion; provided, however, that such allocation shall not operate in the case of any registration requested by the Investors pursuant to reduce the aggregate number of Sections 1.3, 1.4 or 1.6 hereof, all Registrable Securities and Other Shares requested to be included in such registrationtherein shall be included prior to inclusion of any Other Shares therein; and provided further, that if any Holder or Other Shareholder Stockholder does not request inclusion of the maximum number of shares of Registrable Securities and or Other Shares allocated to such Holder or Other Shareholder person pursuant to the above-described procedure, then the remaining portion of such allocation to such Holder or Other Stockholder shall be reallocated first among those requesting Holders and Other Shareholders whose allocations did not satisfy their requests pro rata on the basis of the number of shares of Registrable Securities and Other Shares which would be held by such Holders and second, among those requesting Other ShareholdersStockholders on the basis of the number of Other Shares held by such Other Stockholders, in both cases assuming conversion, and this procedure . The Company shall be repeated until all of not limit the shares number of Registrable Securities and Other Shares which may to be included in a registration pursuant to this Agreement (i) in order to include shares held by stockholders with no registration rights, or (ii) to include any other shares of stock issued to employees, officers, directors, or consultants pursuant to the Company’s Stock Option Plan, or (iii) with respect to registrations under Sections 1.3 or 1.6 hereof, in order to include in such registration on behalf of securities registered for the Holders and Other Shareholders have been so allocatedCompany’s own account.

Allocation of Registration Opportunities. In any circumstance in which all of the Registrable Securities and other all of the shares of Common Stock of the Company with Company, the holders of which have contractual registration rights (the “Other Shares”) requested ), request to be included in a registration contemplated by Section 2(a) Registration and their request cannot be so included satisfied as a result of limitations of the aggregate number of shares of Registrable Securities and Other Shares held by selling shareholders that may be so included, the number of shares of Registrable Securities and Other Shares that may be so included shall be allocated among the Holders Investors and the holders of Other Shareholders Shares requesting inclusion of shares shares, pro rata on the basis of the number of shares of Registrable Securities and Other Shares that would be held by such Holders selling shareholders, assuming conversion of the Preferred Stock and Other Shareholders; provided, however, that such allocation shall not operate to reduce the aggregate number exercise of any warrants for Shares. If any holder of Registrable Securities and or Other Shares to be included in such registration, if any Holder or Other Shareholder does not request inclusion of the maximum number of shares of Registrable Securities and or Other Shares allocated to such Holder or Other Shareholder the selling shareholder pursuant to the above-described procedure, then the remaining portion of such the selling shareholder’s allocation shall be reallocated among those holders requesting Holders and inclusion of Registrable Securities or Other Shareholders Shares whose allocations allocation did not satisfy their requests pro rata on the basis of the number of shares of Registrable Securities and Other Shares which would be held by such Holders and Other Shareholders, assuming conversion, and this original requests. This procedure shall be repeated until all of the shares of Registrable Securities and Other Shares Shares, which may be included in the registration on behalf of the Holders and Other Shareholders Registration, have been so allocated. The Company shall not limit the number of Registrable Securities to be included in a Registration pursuant to this Agreement in order to include shares held by Persons who do not have contractual registration rights or in order to include in the Registration securities registered for the Company’s own account.

Allocation of Registration Opportunities. In any circumstance in which all of the Registrable Securities and other shares of the Company with registration rights (the “"Other Shares”") requested to be included in a registration contemplated by Section 2(a) on behalf of the Holders or other selling stockholders cannot be so included as a result of limitations of the aggregate number of shares of Registrable Registerable Securities and Other other Shares that may be so included, the number of shares of Registrable Securities and Other other Shares that may be so included shall be allocated among the Holders and Other Shareholders other selling stockholders requesting inclusion of shares pro rata on the basis of the number of shares of Registrable Securities and Other Shares that would be held by such Holders and Other Shareholdersother selling stockholders; provided, however, that such allocation shall not operate to reduce the aggregate number of Registrable Securities and Other Shares to be included in such registration, if . If any Holder or Other Shareholder other selling stockholder does not request inclusion of the maximum number of shares of Registrable Securities and Other other Shares allocated to such Holder or Other Shareholder him pursuant to the above-described procedure, then the remaining portion of such his allocation shall be reallocated among those requesting Holders and Other Shareholders other selling stockholders whose allocations did not satisfy their requests pro rata on the basis of the number of shares of Registrable Securities and Other other Shares which would be held by be such Holders and Other Shareholdersother selling stockholders, assuming conversion, and this procedure shall be repeated until all of the shares of Registrable Securities and Other Shares which may be included in the registration on behalf of the Holders and Other Shareholders other selling stockholders have been so allocated. The Company shall not limit the number of Registrable Securities to be included in a registration pursuant to this Agreement in order to include shares held by stockholders with no registration rights or pursuant to any stock option plan or with respect to registrations under Sections 2.2 or 2.5 hereof, in order to include in such registration securities registered for the Company's own account.

Allocation of Registration Opportunities. In any circumstance in which all of the Registrable Securities and other shares of Common Stock of the Company (including shares of Common Stock issued or issuable upon conversion of shares of any currently unissued series of Preferred Stock of the Company) with registration rights (the “"Other Shares”") requested to be included in a ------------ registration contemplated by Section 2(a) on behalf of the Holders or other selling stockholders cannot be so included as a result of limitations of the aggregate number of shares of Registrable Securities and Other Shares that may be so included, the number of shares of Registrable Securities and Other Shares that may be so included shall be allocated among the Holders and Other Shareholders other selling stockholders requesting inclusion of shares pro rata on the basis of the number of shares of Registrable Securities and Other Shares that would be held by such Holders and Other Shareholdersother selling stockholders, assuming conversion; provided, however, that such allocation shall -------- ------- not operate to reduce the aggregate number of Registrable Securities and Other Shares to be included in such registration, if any Holder or Other Shareholder other selling stockholder does not request inclusion of the maximum number of shares of Registrable Securities and Other Shares allocated to such Holder or Other Shareholder him pursuant to the above-described procedure, then in which case the remaining portion of such his allocation shall be reallocated among those requesting Holders and Other Shareholders other selling stockholders whose allocations did not satisfy their requests pro rata on the basis of the number of shares of Registrable Securities and Other Shares which would be held by such Holders and Other Shareholdersother selling stockholders, assuming conversion, and this procedure shall be repeated until all of the shares of Registrable Securities and Other Shares which may be included in the registration on behalf of the Holders and Other Shareholders other selling stockholders have been so allocated. The Company shall not limit the number of Registrable Securities to be included in a registration pursuant to this Agreement in order to include shares held by stockholders with no registration rights or to include shares of stock issued to employees, officers, directors, or consultants pursuant to the Company's stock option or similar compensation plan, or in the case of registrations under Sections 1.3 or 1.6 hereof, in order to include in such registration securities registered for the Company's own account.

Allocation of Registration Opportunities. In Subject to the provisions of any registration rights agreement entered into by the Company prior to the date hereof and disclosed in the registration statement relating to the Public Offering, in any circumstance in which all of the Registrable Securities and other shares of Common Stock of the Company (including shares of Common Stock issued or issuable upon conversion of shares of any currently unissued series of Preferred Stock of the Company) with registration Registration rights (the “"Other Shares”") requested to be included in a registration contemplated by Section 2(a) Registration on behalf of the Holders or other selling stockholders cannot be so included as a result of limitations of on the aggregate number of shares of Registrable Securities and Other Shares that may be so included, the number of shares of Registrable Securities and Other Shares that may be so included shall be allocated among the Holders and Other Shareholders other selling stockholders requesting inclusion of shares pro rata on based upon the basis respective number of shares requested to be so included by the Holders and such other selling stockholders. In the event a Holder or other selling stockholder subsequently withdraws or reduces a request for inclusion in such Registration of its Registrable Securities or Other Shares, as the case may be, the number of shares of Registrable Securities and Other Shares held by such Holders and Other Shareholders; provided, however, that such allocation shall not operate to reduce the aggregate number of Registrable Securities and Other Shares to be included in such registration, if any Holder or Other Shareholder does not request inclusion of the maximum number of shares of Registrable Securities and Other Shares allocated to such Holder or Other Shareholder pursuant to the above-described procedure, then the remaining portion of such allocation shall be reallocated among those requesting Holders and Other Shareholders whose allocations did not satisfy their requests pro rata on the basis of the number of shares of Registrable Securities and Other Shares which would be held by such Holders and Other Shareholders, assuming conversion, and this procedure shall be repeated until all of the shares of Registrable Securities and Other Shares which may be so included shall be re-allocated in the same manner. The Company may not limit the number of Registrable Securities to be included in a Registration pursuant to this Agreement in order to include in such Registration securities registered for the registration on behalf of the Holders and Other Shareholders have been so allocatedCompany's own account.

Allocation of Registration Opportunities. In any circumstance in which all of the Registrable Securities and other shares of Common Stock of the Company (including shares of Common Stock issued or issuable upon conversion of shares of any currently unissued series of Preferred Stock of the Company) with registration rights (the “"Other Shares”") requested to be included in a registration contemplated by Section 2(a) on behalf of the Holders or Other Shareholders cannot be so included as a result of limitations of the aggregate number of shares of Registrable Securities and Other Shares that may be so included, the number of shares of Registrable Securities and Other Shares that may be so included shall be allocated among the Holders and Other Shareholders requesting inclusion of shares pro rata on the basis of the number of shares of Registrable Securities and Other Shares that would be held by such Holders and Other Shareholders, assuming conversion; provided, however, that such allocation shall not operate to reduce the aggregate number of Registrable Securities and Other Shares to be included in such registration, if any Holder or Other Shareholder Subscriber does not request inclusion of the maximum minimum number of shares of Registrable Securities and Other Shares allocated to such Holder or Other Shareholder him pursuant to the above-described procedure, then the remaining portion of such his allocation shall be reallocated among those requesting Holders and Other Shareholders whose allocations did not satisfy their requests pro rata on the basis of the number of shares of Registrable Securities and Other Shares which that would be held by such Holders and Other Shareholders, assuming conversion, and this procedure shall be repeated until all of the shares of Registrable Securities and Other Shares which may be included in the registration on behalf of the Holders and Other Shareholders have been so allocated. The Company shall not limit the number of Registrable Securities to be included in a registration pursuant to this Agreement in order to include shares held by Subscribers with no registration rights or to include any other shares of stock issued to employees, officers, directors, or consultants pursuant to the Company's employee stock option plan or other equity plans or arrangements, or with respect to registrations under Sections 1.2 or 1.5 hereof, in order to include in such registration securities registered for the Company's own account.

Allocation of Registration Opportunities. In any circumstance in which all of the Registrable Securities and other shares Common Stock of the Company with registration rights (the “"Other Shares”") requested to be included in a registration contemplated by Section 2(a) on behalf of the Holder or other selling stockholders cannot be so included as a result of limitations of the aggregate number of shares of Registrable Securities and Other Shares that may be so included, the number of shares of Registrable Securities and Other Shares that may be so included shall be allocated among the Holders Holder and Other Shareholders the other selling stockholders requesting inclusion of shares pro rata on the basis of the number of shares of Registrable Securities and Other Shares that would be held by the Holder and such Holders and Other Shareholders; provided, however, that such allocation shall not operate to reduce other selling stockholders. If the aggregate number of Registrable Securities and Other Shares to be included in such registration, if any Holder or Other Shareholder any other selling stockholder does not request inclusion of the maximum number of shares of Registrable Securities and Other Shares allocated to such Holder or Other Shareholder it pursuant to the above-described this procedure, then the remaining portion of such its allocation shall be reallocated among those requesting Holders holders of Registrable Securities and Other Shareholders other selling stockholders whose allocations did not satisfy their requests pro rata on the basis of the number of shares of Registrable Securities and Other Shares which would be held by such Holders holders and Other Shareholders, assuming conversionother selling stockholders, and this procedure shall be repeated until all of the shares of Registrable Securities and Other Shares which may be included in the registration on behalf of the Holders Holder and Other Shareholders other selling stockholders have been so allocated. The Company shall not limit the number of Registrable Securities to be included in a registration pursuant to this Agreement in order to include shares held by stockholders with no registration rights or to include in that registration shares of stock issued to employees, officers, directors, or consultants pursuant to the Company's stock option plan.

Allocation of Registration Opportunities. In any circumstance in which all of the Registrable Securities and other shares of the Company (including shares of Common Stock issued or issuable upon conversion of shares of any currently unissued series of preferred stock of the Company) with registration rights (the “"Other Shares”") requested to be included in a registration contemplated by Section 2(a) on behalf of the Holders or other selling stockholders cannot be so included as a result of limitations of the aggregate number of shares of Registrable Securities and Other Shares that may be so included, the number of shares of Registrable Securities and Other Shares that may be so included shall be allocated among the Holders and Other Shareholders other selling stockholders requesting inclusion of shares pro rata on the basis of the number of shares of Registrable Securities and Other Shares that would be held by such Holders and Other Shareholdersother selling stockholders, assuming conversion; provided, however, that such allocation shall not operate to reduce the aggregate number of Registrable Securities and Other Shares to be included in such registration, if any Holder or Other Shareholder other selling stockholder does not request inclusion of the maximum number of shares of Registrable Securities and Other Shares allocated to such Holder or Other Shareholder him pursuant to the above-described procedure, then in which case the remaining portion of such his allocation shall be reallocated among those requesting Holders and Other Shareholders other selling stockholders whose allocations did not satisfy their requests pro rata on the basis of the number of shares of Registrable Securities and Other Shares which would be held by such Holders and Other Shareholdersother selling stockholders, assuming conversion, and this procedure shall be repeated until all of the shares of Registrable Securities and Other Shares which may be included in the registration on behalf of the Holders and Other Shareholders other selling stockholders have been so allocated.

Allocation of Registration Opportunities. In any circumstance in which all of the Registrable Securities and other shares of the Company Buyer with registration rights (the “Other Shares”) requested to be included in a registration contemplated by Section 2(a1.3(b) cannot be so included as a result of limitations of the aggregate number of shares of Registrable Securities and Other Shares that may be so included, the number of shares of Registrable Securities and Other Shares that may be so included shall be allocated allocated, subject to the registration rights applicable to the Other Shares which shall control in event of a conflict with provisions hereof, among the Holders and Other Shareholders requesting inclusion of shares pro rata on the basis of the number of shares of Registrable Securities and Other Shares held by such Holders and Other Shareholders; provided, however, that such allocation shall not operate to reduce the aggregate number of Registrable Securities and Other Shares to be included in such registration, if any Holder or Other Shareholder does not request inclusion of the maximum number of shares of Registrable Securities and Other Shares allocated to such Holder or Other Shareholder pursuant to the above-described procedure, then the remaining portion of such allocation shall be reallocated among those requesting Holders and Other Shareholders whose allocations did not satisfy their requests pro rata on the basis of the number of shares of Registrable Securities and Other Shares which would be held by such Holders and Other Shareholders, assuming conversion, and this procedure shall be repeated until all of the shares of Registrable Securities and Other Shares which may be included in the registration on behalf of the Holders and Other Shareholders have been so allocated.

Allocation of Registration Opportunities. In any circumstance in which all of the Registrable Securities and other shares of Common Stock of the Company (including shares of Common Stock issued or issuable upon conversion of shares of any currently unissued series of Preferred Stock of the Company) with registration rights (the “"Other Shares”") requested to be included in a registration contemplated by Section 2(a) on behalf of the Holders or Other Shareholders cannot be so included as a result of limitations of the aggregate number of shares of Registrable Securities and Other Shares that may be so included, the number of shares of Registrable Securities and Other Shares that may be so included shall be allocated among the Holders and Other Shareholders requesting inclusion of shares pro rata on the basis of the number of shares of Registrable Securities and Other Shares that would be held by such Holders and Other Shareholders, assuming conversion; provided, however, that such allocation shall not operate to reduce the aggregate number of Registrable Securities and Other Shares to be included in such registration, if any Holder or Other Shareholder does not request inclusion of the maximum minimum number of shares of Registrable Securities and Other Shares allocated to such Holder or Other Shareholder him pursuant to the above-described procedure, then the remaining portion of such his allocation shall be reallocated among those requesting Holders and Other Shareholders whose allocations did not satisfy their requests pro rata on the basis of the number of shares of Registrable Securities and Other Shares which that would be held by such Holders and Other Shareholders, assuming conversion, and this procedure shall be repeated until all of the shares of Registrable Securities and Other Shares which may be included in the registration on behalf of the Holders and Other Shareholders have been so allocated. The Company shall not limit the number of Registrable Securities to be included in a registration pursuant to this Agreement in order to include shares held by shareholders with no registration rights or to include any other shares of stock issued to employees, officers, directors, or consultants pursuant to the Company's employee stock option plan or other equity plans or arrangements, or with respect to registrations under Sections 1.2 or 1.5 hereof, in order to include in such registration securities registered for the Company's own account.

Allocation of Registration Opportunities. (a) In connection with each underwritten registration, in any circumstance in which all of the Registrable Securities and other shares of Common Stock of the Company (including shares of Common Stock issued or issuable upon conversion of shares of any currently unissued series of Preferred Stock of the Company) with registration rights (the “"Other Shares”") requested to be included in a registration contemplated by Section 2(a) on behalf of the holders of Registrable Securities or Other Stockholders cannot be so included as a result of limitations of the aggregate number of shares of Registrable Securities and Other Shares that may be so included, the number of shares of Registrable Securities and Other Shares that may be so included shall be allocated among the Holders holders of Registrable Securities and Other Shareholders Stockholders so as to first reduce to zero (0) the number of Other Shares to be included in such registration. Thereafter, the number of Registrable Securities that may be so included shall be allocated among the holders of Registrable Securities requesting inclusion of shares pro rata on the basis of the number of shares of Registrable Securities and Other Shares held by such Holders and Other Shareholdersholders; provided, however, that such allocation among Holders shall not operate to reduce the aggregate number of Registrable Securities and Other Shares to be included in such registration; and provided, if further that, in the case of a requested registration by Holder under Section 1.3, the Holder Shares for which registration has been requested shall not be reduced, limited or cut back unless and until all other Registrable Securities for which requests for registration have been made have been reduced or cut back to zero. (b) If any Holder holder of Registrable Securities or Other Shareholder Stockholder does not request inclusion of the maximum number of shares of Registrable Securities and Other Shares allocated to such Holder or Other Shareholder him pursuant to the above-described procedureany registration hereunder, then the remaining portion of such his allocation shall be reallocated among those requesting Holders holders of Registrable Securities and Other Shareholders Stockholders whose allocations did not satisfy their requests pro rata on the basis of the number of shares of Registrable Securities and Other Shares which would be held by such Holders holders and Other Shareholders, assuming conversionStockholders, and this procedure shall be repeated until all of the shares of Registrable Securities and Other Shares which may be included in the registration on behalf of the Holders holders of Registrable Securities and Other Shareholders Stockholders have been so allocated; provided, however, that in the case of a requested registration by Holder under Section 1.3, the Holder shall have the right to fully satisfy its request to register all of the Holder Shares prior to any pro rata allocation. (c) The Company shall not limit, cut back or in any manner reduce the number of Registrable Securities to be included in a registration pursuant to this Agreement in order to include shares held by stockholders with no registration rights or to include any other shares of stock issued to employees, officers, directors or consultants pursuant to option or benefit plans or, with respect to registrations under Sections 1.2 and 1.7 hereof, in order to include in such registration securities registered for the Company's own account.

Allocation of Registration Opportunities. In any circumstance ---------------------------------------- in which all of the Registrable Securities and other shares of Common Stock of the Company (including shares of Common Stock issued or issuable upon conversion of shares of any currently unissued series of Preferred Stock of the Company) with registration rights (the “"Other Shares”") requested to be included in a registration contemplated by Section 2(a) on behalf of the Holders or other selling stockholders cannot be so included as a result of limitations of the aggregate number of shares of Registrable Securities and Other Shares that may be so included, the number of shares of Registrable Securities and Other Shares that may be so included shall be allocated among the Holders and Other Shareholders other selling stockholders requesting inclusion of shares pro rata on the basis of the number of shares of Registrable Securities and Other Shares that would be held by such Holders and Other Shareholdersother selling stockholders, assuming conversion; provided, however, so that such allocation shall not operate to reduce the aggregate number of Registrable Securities and Other Shares to be included in such registration, if any Holder or Other Shareholder other selling stockholder does not request inclusion of the maximum number of shares of Registrable Securities and Other Shares allocated to such Holder or Other Shareholder him pursuant to the above-above- described procedure, then the remaining portion of such his allocation shall be reallocated among those requesting Holders and Other Shareholders other selling stockholders whose allocations did not satisfy their requests pro rata on the basis of the number of shares of Registrable Securities and Other Shares which would be held by such Holders and Other Shareholdersother selling stockholders, assuming conversion, and this procedure shall be repeated until all of the shares of Registrable Securities and Other Shares which may be included in the registration on behalf of the Holders and Other Shareholders other selling stockholders have been so allocated. Notwithstanding anything herein to the contrary, (a) the Company shall not, without the written consent of the Holders of a majority of the Registrable Securities, limit the number of Registrable Securities to be included in a registration pursuant to this Agreement in order to include shares held by stockholders with no registration rights or to include founder's stock or any other shares of stock (other than the Shares) issued to employees, officers, directors or consultants pursuant to any stock option plan adopted by the Company or, with respect to registrations under Section 1.3 and Section 1.6 hereof, in order to include in such registration securities registered for the Company's own account, and (b) the aggregate number of Other Shares includable in the allocation provisions of this Section 1.14 shall not exceed 820,000 without the consent of the holders of a majority of the Registrable Securities.

Allocation of Registration Opportunities. In any circumstance in which all of the Registrable Securities and other shares securities of the Company with having registration rights (the “"Other Shares”") requested to be included in a registration contemplated by Section 2(a) on behalf of the Holders or Other Stockholders cannot be so included as a result of limitations of the aggregate number of shares of Registrable Securities and Other Shares that may be so included, the number of shares of Registrable Securities and Other Shares that may be so included shall be allocated among the Holders and Other Shareholders Stockholders requesting inclusion of shares securities pro rata on the basis of the number of shares of Registrable Securities and Other Shares that are held by such Holders and Other ShareholdersStockholders; provided, however, in order that such allocation shall not operate to reduce the aggregate number of Registrable Securities and Other Shares to be included in such registration, if any Holder or Other Shareholder Stockholder does not request inclusion of the maximum number of shares of Registrable Securities and Other Shares allocated to such Holder or Other Shareholder him pursuant to the above-described procedure, then the remaining portion of such his allocation shall be reallocated among those requesting Holders and Other Shareholders Stockholders whose allocations did not satisfy their requests pro rata on the basis of the number of shares of Registrable Securities and Other Shares which that would be held by such Holders and Other ShareholdersStockholders, assuming conversioninclusion, and this procedure shall be repeated until all of the shares of Registrable Securities and Other Shares which may be included in the registration on behalf of the Holders and Other Shareholders Stockholders have been so allocated.

Allocation of Registration Opportunities. In any circumstance in which If Holders exercise registration rights under Section 3.2 and all of the Registrable Securities and other shares of the Company Company's Voting Common Stock (including shares of Voting Common Stock issued or issuable upon conversion of shares of any currently unissued series of the Company's Non-Voting Common Stock or Preferred Stock) with registration rights (such other securities, the “Other Shares”"OTHER SHARES") requested to be included in a registration contemplated by Section 2(a) on behalf of the Holders or Other Stockholders cannot be so included as a result of limitations of the aggregate number of shares of Registrable Securities and Other Shares that may be so included, then the number of shares of Registrable Securities and Other Shares that may be so included shall be allocated among the Holders and Other Shareholders requesting inclusion of shares Stockholders pro rata on the basis of the number of shares of Registrable Securities and Other Shares that would be held by such Holders and Other ShareholdersStockholders, assuming conversion; provided, however, that such allocation shall not operate to reduce the aggregate number of Registrable Securities and Other Shares to be included in such registration, if any Holder or Other Shareholder does not request inclusion of at least the maximum number of shares of Registrable Securities and Other Shares allocated to such Holder or Other Shareholder Stockholder pursuant to the above-described foregoing procedure, then the remaining portion of such Holder's or Other Stockholder's allocation shall be reallocated among those requesting Holders and or Other Shareholders Stockholders whose allocations did not satisfy their requests pro rata on the basis of the number of shares of Registrable Securities and Other Shares which that would be held by such Holders and Other ShareholdersStockholders , assuming conversion, and this procedure shall be repeated until all of the shares of Registrable Securities and Other Shares which that may be included in the registration on behalf of the Holders and Other Shareholders Stockholders have been so allocated. The Company shall not limit the number of Registrable Securities to be included in a registration pursuant to this Agreement in order to include Other Shares or shares held by stockholders with no registration rights or to include shares of stock held by other employees, officers, directors, or consultants pursuant to any Company stock option plan or otherwise.

Allocation of Registration Opportunities. In any circumstance in ---------------------------------------- which all of the Registrable Securities and other shares of Common Stock of the Company with registration rights (the “Other Shares”) requested to be included in a registration contemplated by Section 2(a) on behalf of the Holders or Other Stockholders cannot be so included as a result of limitations of the aggregate number of shares of Registrable Securities and Other Shares other securities that may be so included, the number of shares of Registrable Securities and Other Shares other securities that may be so included shall be allocated among the Holders and Other Shareholders Stockholders requesting inclusion of shares pro rata on the basis of the number of shares of Registrable Securities and Other Shares other securities that would be held by such Holders and Other ShareholdersStockholders (assuming the conversion, exchange or exercise of all securities of the Company held by such Holders and Other Stockholders convertible into or exchangeable or exercisable for Common Stock); provided, however, that (a) the number of shares of Registrable Securities to be registered by Initiating Holders, if any, shall not be reduced until the number of other Shares to be registered in such registration and shares to be registered by the Company in such registration shall have been reduced to zero and (b), so that such allocation shall not operate to reduce the aggregate number of Registrable Securities and Other Shares other securities to be included in such registration, if any Holder or Other Shareholder Stockholder does not request inclusion of the maximum number of shares of Registrable Securities and Other Shares other securities allocated to such Holder or Other Shareholder it pursuant to the above-described procedure, then the remaining portion of such its allocation shall be reallocated among those requesting Holders and Other Shareholders Stockholders whose allocations did not satisfy their requests pro rata on the basis of the number of shares of Registrable Securities and Other Shares other securities which would be held by such Holders and Other ShareholdersStockholders (assuming the conversion, assuming conversionexchange or exercise of all securities of the Company held by such Holders and Other Stockholders convertible into or exchangeable or exercisable for Common Stock), and this procedure shall be repeated until all of the shares of Registrable Securities and Other Shares other securities which may be included in the registration on behalf of the Holders and Other Shareholders Stockholders have been so allocated.

Allocation of Registration Opportunities. In any circumstance in which all of the Registrable Securities Stock and other shares of the Company Common Stock (including shares of Common Stock issued or issuable upon conversion of shares of any currently unissued series of preferred stock of ACI) with registration rights (the “"Other Shares”") requested to be included in a registration contemplated by Section 2(aon behalf of the Holder or other selling stockholders ("Other Stockholders") cannot be so included as a result of limitations of the aggregate number of shares of Registrable Securities Stock and Other Shares that may be so included, other than as provided in Section 1.1.2, the number of shares of Registrable Securities Stock and Other Shares that may be so included shall be allocated among the Holders Holder and Other Shareholders Stockholders requesting inclusion of shares pro rata on the basis of the number of shares of Registrable Securities Stock and Other Shares that would be held by such Holders the Holder and Other ShareholdersStockholders, assuming conversion; provided, however, that such allocation shall not operate to reduce the aggregate number of shares of Registrable Securities Stock and Other Shares to be included in such registration, if . If any Holder or any Other Shareholder Stockholder does not request inclusion of the maximum number of shares of Registrable Securities Stock and Other Shares allocated to such Holder or Other Shareholder Person pursuant to the above-described procedure, then the remaining portion of any such Person's allocation shall be reallocated among those requesting Holders the Holder and Other Shareholders Stockholders whose allocations did not satisfy their requests pro rata on the basis of the number of shares of Registrable Securities Stock and Other Shares which would be held by such Holders the Holder and Other ShareholdersStockholders, assuming conversion, and this procedure shall be repeated until all of the shares of Registrable Securities Stock and Other Shares which may be included in the registration on behalf of the Holders Holder and Other Shareholders Stockholders have been so allocated.