Common use of Underwriting Requirements Clause in Contracts

Underwriting Requirements. In connection with any offering involving an underwriting of shares of the Company’s capital stock, the Company shall not be required under Section 1.3 to include any of the Holders’ securities in such underwriting unless they accept the terms of the underwriting as agreed upon between the Company and the underwriters selected by the Company (or by other persons entitled to select the underwriters), and then only in such quantity as the underwriters determine in their sole discretion will not jeopardize the success of the offering by the Company. If the total amount of securities, including Registrable Securities, requested by stockholders to be included in such offering exceeds the amount of securities sold other than by the Company that the underwriters determine in their sole discretion is compatible with the success of the offering, then the Company shall be required to include in the offering only that number of such securities, including Registrable Securities, which the underwriters determine in their sole discretion will not jeopardize the success of the offering (the securities so included to be apportioned pro rata among the selling stockholders according to the total amount of securities entitled to be included therein owned by each selling stockholder or in such other proportions as shall mutually be agreed to by such selling stockholders) but in no event shall the amount of securities of the selling Holders included in the offering be reduced below 40% of the total amount of securities included in such offering, unless such offering is the initial public offering of the Company’s securities, in which case, the selling stockholders may be excluded if the underwriters make the determination described above and no other stockholder’s securities are included. For purposes of the preceding parenthetical concerning apportionment, for any selling stockholder which is a holder of Registrable Securities and which is a venture capital fund, or a partnership or corporation, the Affiliated 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 stockholder,” and any pro-rata reduction with respect to such “selling stockholder” shall be based upon the aggregate amount of shares carrying registration rights owned by all entities and individuals included in such “selling stockholder,” as defined in this sentence.

Underwriting Requirements. In connection with any offering involving an underwriting of shares of the Company’s capital stock, the Company shall not be required under this Section 1.3 3.2 to include any of the Holders’ securities in such underwriting unless they accept the terms of the underwriting as agreed upon between the Company and the underwriters selected by the Company it (or by other persons entitled to select the underwriters)) and enter into an underwriting agreement in customary form with an underwriter or underwriters selected by the Company, and then only in such quantity as the underwriters determine in their sole discretion will not jeopardize the success of the offering by the Company. If the total amount of securities, including Registrable Securities, requested by stockholders holders to be included in such offering exceeds the amount of securities sold other than by the Company that the underwriters determine in their sole discretion is compatible with the success of the offering, then the Company shall be required to include in the offering only that number of such securities, including Registrable Securities, which that the underwriters determine in their sole discretion will not jeopardize the success of the offering (the securities so included to be apportioned on a pro rata basis first among the selling Holders of Senior Registrable Securities based on the number of Senior Registrable Securities held by such Holder, and then, if any additional shares may be included in the underwriting, pro rata among the selling stockholders Holders according to the total amount of securities entitled to be included therein remaining Junior Registrable Securities owned by each selling stockholder or in such other proportions as shall mutually be agreed to by such selling stockholdersHolder) but in no event shall the amount of securities of the selling Holders included in the offering be reduced below 40% of the total amount of securities included in such offering, unless such offering is the initial public offering of the Company’s securities, Initial Offering in which case, case the selling stockholders Holders may be excluded if the underwriters make the determination described above and no other stockholder’s securities are included. For purposes of the preceding parenthetical concerning apportionment, for any selling stockholder which is a holder of Registrable Securities and which is a venture capital fund, or a partnership or corporation, the Affiliated 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 stockholder,” and any pro-rata reduction with respect to such “selling stockholder” shall be based upon the aggregate amount of shares carrying registration rights owned by all entities and individuals included in such “selling stockholder,” as defined in this sentenceabove.

Underwriting Requirements. In connection with any offering involving an underwriting of shares of being issued by the Company’s capital stock, the Company shall not be required under Section 1.3 3.2 to include any of the Holders’ ' securities in such underwriting unless they accept agree to the terms of the underwriting as agreed upon between the Company and the underwriters selected by the Company (or by other persons entitled to select the underwriters)it, and then only in such quantity as will not, in the underwriters determine in their sole discretion will not opinion of the underwriters, jeopardize the success of the offering by the Company; provided, however, that no Holder participating in such underwriting (a "Participating Holder") shall be required to make any representations or warranties except as they relate to such Participating Holder and its intended method of distribution, and that the liability of such Participating Holder shall be limited to an amount equal to the net proceeds from the offering received by such Participating Holder. If the total amount of securities, including Registrable Securities, requested by stockholders to be included in such offering the Participating Holders exceeds the amount of securities to be sold other than by the Company that the underwriters determine in their sole discretion is reasonably believe to be compatible with the success of the offering, then the Company shall be required to include in the offering only that number of such securities, including Registrable Securities, which the underwriters determine in their sole discretion believe will not jeopardize the success of the offering (the securities so included to be apportioned pro rata among the selling stockholders Participating Holders according to the total amount of securities entitled to be included therein owned by each selling stockholder Participating Holder, or in such other proportions as shall mutually be agreed to by such selling stockholders) Participating Holders), but in no event shall the amount of securities of the selling Participating Holders included in the offering be reduced below 40% seventy-five percent (75%) of the total amount of securities included in such offering, unless such offering is the initial public offering of the Company’s 's securities, in which case, case the selling stockholders Participating Holders may be excluded if the underwriters make the determination described above and no other stockholder’s shareholder's securities are included. For purposes of the preceding parenthetical concerning apportionment, for any selling stockholder Participating Holder which is a holder of Registrable Securities and which is a venture capital fund, or a partnership or corporation, the Affiliated Funds, partners, retired partners and stockholders shareholders of such holderParticipating Holder, or the estates and family members of any such partners and retired partners partners, and any trusts for the benefit of any of the foregoing persons persons, shall be deemed to be a single “selling stockholder,” Participating Holder with such partnership or corporation, and any pro-pro rata reduction with respect to such “selling stockholder” Participating Holder shall be based upon the aggregate amount of shares carrying registration rights owned by all entities and individuals included in such “selling stockholder,” Participating Holder, as defined in this sentence.

Underwriting Requirements. In connection with any offering involving an underwriting of shares of the Company’s capital stock, the Company shall not be required under this Section 1.3 to include any of the Holders’ securities in such underwriting unless they accept the terms of the underwriting underwriting, in customary form, as agreed upon between the Company and the underwriters selected by the Company it (or by other persons entitled to select the underwriters)) and enter into an underwriting agreement in customary form with an underwriter or underwriters selected by the Company and approved by majority in interest of holders of Preferred Registrable Securities, and then only in such quantity as the underwriters determine in their sole discretion will not materially and adversely jeopardize the success of the offering by the Company. If the total amount of securities, including Registrable Securities, requested by stockholders Holders to be included in such offering exceeds the amount of securities sold other than by the Company that the underwriters determine in their sole discretion is compatible with could materially and adversely jeopardize the success of the offering, then the Company shall be required to include in the offering only that number of such securities, including Registrable Securities, which that the underwriters determine in their sole discretion will not materially and adversely jeopardize the success of the offering (offering, the securities so included to be apportioned pro rata among the selling stockholders according to the total amount holders of securities entitled Registrable Securities requested to be included therein owned by each selling stockholder or in such other proportions offering and among the holders of the Founder Registrable Securities requested to be included in such offering as follows: 75% of the shares to be sold by shareholders shall mutually be agreed allocated among the holders of Preferred Registrable Securities and 25% shall be allocated between the holders of the Founder Registrable Securities, with the internal allocation among such groups being on a pro rata basis based on the number of Registrable Securities held by all the holders requested to by be included in such selling stockholders) but offering, provided however, that in no event shall the amount number of securities Founder Registrable Securities sold by any Founder (as a percentage of the selling Holders included all shares sold in the offering be reduced below 40% of by shareholders) exceed the total amount of securities included Founder’s percentage holding in such offering, unless such offering is the initial public offering of the Company’s securities, in which case, the selling stockholders may be excluded if the underwriters make the determination described above and no other stockholder’s securities are included. For purposes of the preceding parenthetical concerning apportionment, for any selling stockholder which is a holder of Registrable Securities and which is a venture capital fund, or a partnership or corporation, the Affiliated 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 stockholder,” and any pro-rata reduction with respect to such “selling stockholder” shall be based upon the aggregate amount of shares carrying registration rights owned by all entities and individuals included in such “selling stockholder,” as defined in this sentence.

Underwriting Requirements. In connection with any offering involving an underwriting of shares of the Company’s capital stock, the Company shall not be required under Section 1.3 to include any of the Holders’ securities in such underwriting unless they accept the terms of the underwriting as agreed upon between the Company and the underwriters selected by the Company (or by other persons entitled to select the underwriters), and then only in such quantity as the underwriters determine in their sole discretion will not jeopardize the success of the offering by the Company. If the total amount of securities, including Registrable Securities, requested by stockholders to be included in such offering exceeds the amount of securities sold other than by the Company that the underwriters determine in their sole discretion is compatible with the success of the offering, then the Company shall be required to include in the offering only that number of such securities, including Registrable Securities, which the underwriters determine in their sole discretion will not jeopardize the success of the offering (the securities so included to be apportioned pro rata among the selling stockholders according to the total amount of securities entitled to be included therein owned by each selling stockholder or in such other proportions as shall mutually be agreed to by such selling stockholders) but in no event shall the amount of securities of the selling Holders included in the offering be reduced below 4030% of the total amount of securities included in such offering, unless such offering is the initial public offering of the Company’s securities, in which case, the selling stockholders may be excluded if the underwriters make the determination described above and no other stockholder’s securities are included. For purposes of the preceding parenthetical concerning apportionment, for any selling stockholder which is a holder of Registrable Securities and which is a venture capital fund, or a partnership or corporation, the Affiliated 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 stockholder,” and any pro-rata reduction with respect to such “selling stockholder” shall be based upon the aggregate amount of shares carrying registration rights owned by all entities and individuals included in such “selling stockholder,” as defined in this sentence.

Underwriting Requirements. In connection with any offering involving an underwriting of shares of the Company’s capital stock, the Company shall not be required under Section 1.3 to include any of the Holders’ securities in such underwriting unless they accept the terms of the underwriting as agreed upon between the Company and the underwriters selected by the Company it (or by other persons entitled to select the underwriters), and then only in such quantity as the underwriters determine in their sole discretion will not jeopardize the success of the offering by the Company. If the total amount of securities, including Registrable Securities, requested by stockholders shareholders to be included in such offering exceeds the amount of securities sold other than by the Company that the underwriters determine in their sole discretion is compatible with the success of the offering, then the Company shall be required to include in the offering only that number of such securities, including Registrable Securities, which the underwriters determine in their sole discretion will not jeopardize the success of the offering (the securities so included to be apportioned pro rata among the selling stockholders shareholders according to the total amount of securities entitled to be included therein owned by each selling stockholder shareholder or in such other proportions as shall mutually be agreed to by such selling stockholdersshareholders) but in no event shall (i) the amount of securities of the selling Holders included in the offering be reduced below 4020% of the total amount of securities included in such offering, unless such offering is the initial public offering of the Company’s securities, in which case, the selling stockholders shareholders may be excluded if the underwriters make the determination described above and no other stockholdershareholder’s securities are included, (ii) any securities held by a Common Holder be included if any securities held by any other selling Holder are excluded or (iii) any securities of any other shareholders be included in the offering if any securities of the Holders are excluded from the offering. For purposes of the preceding parenthetical concerning apportionment, for any selling stockholder shareholder which is a holder of Registrable Securities and which is a venture capital fund, or a partnership or corporation, the Affiliated Funds, partners, retired partners and stockholders shareholders of such holder, or the estates and family members of any such partners and retired partners and any trusts for the benefit of any of the foregoing persons shall be deemed to be a single “selling stockholdershareholder,” and any pro-rata reduction with respect to such “selling stockholdershareholder” shall be based upon the aggregate amount of shares carrying registration rights owned by all entities and individuals included in such “selling stockholdershareholder,” as defined in this sentence.

Underwriting Requirements. In connection with the IPO pursuant to Section 2.1 and any offering involving an underwriting of shares of the Company’s capital stockstock pursuant to Section 2.2, the Company shall not be required under Section 1.3 to include any of the Holders’ securities Registrable Securities in such underwriting unless they the Holders accept the terms of the underwriting as agreed upon between the Company and the underwriters selected by the Company (or by other persons entitled to select the its underwriters), and then only in such quantity as the underwriters determine in their sole discretion determine will not jeopardize the success of the offering by the Company. If the total amount number of securities, including Registrable Securities, requested by stockholders to be included in such offering exceeds the amount number of securities to be sold (other than by the Company Company) that the underwriters determine in their sole reasonable discretion determine is compatible with the success of the offering, then the Company shall be required to include in the offering only that number of such securities, including Registrable Securities, which the underwriters determine and the Company in their sole discretion determine will not jeopardize the success of the offering (offering. If the securities so included underwriters determine that less than all of the Registrable Securities requested to be apportioned pro rata registered can be included in such offering, then the Registrable Securities that are included in such offering shall be allocated among the selling stockholders according Selling Holders in proportion (as nearly as practicable) to the total amount number of securities entitled to be included therein Registrable Securities owned by each selling stockholder Selling Holder or in such other proportions as shall mutually be agreed to by all such selling stockholders) but Selling Holders. To facilitate the allocation of shares in no event shall accordance with the amount of securities of the selling Holders included in the offering be reduced below 40% of the total amount of securities included in such offering, unless such offering is the initial public offering of the Company’s securities, in which caseabove provisions, the selling stockholders may be excluded if Company or the underwriters make may round the determination described above and no other stockholder’s securities are includednumber of shares allocated to any Holder to the nearest 100 shares. For purposes of the preceding parenthetical provision in this Section 2.3 concerning apportionment, for any selling stockholder which Selling Holder that is a holder of Registrable Securities and which is a venture capital fundpartnership, or a partnership limited liability company, or corporation, the Affiliated Fundspartners, members, retired partners, retired partners members, stockholders, and stockholders Affiliates of such holderHolder, or the estates and family members Immediate Family Members of any such partners partners, retired partners, members, and retired partners members and any trusts for the benefit of any of the foregoing persons Persons, shall be deemed to be a single “selling stockholder,” Selling Holder, and any pro-pro rata reduction with respect to such “selling stockholder” Selling Holder shall be based upon the aggregate amount number of shares carrying registration rights Registrable Securities owned by all entities and individuals Persons included in such “selling stockholder,” Selling Holder, as defined in this sentence.

Underwriting Requirements. In connection with any offering involving an underwriting of shares of the Company’s capital stockstock pursuant to Section 2.2, the Company shall not be required under Section 1.3 to include any of the Holders’ securities in such underwriting unless they accept the terms of the underwriting as agreed upon between the Company and the underwriters selected by the Company (or by other persons entitled to select the its underwriters), and then only in such quantity as the underwriters determine in their sole discretion will not jeopardize the success of the offering by the CompanyCompany subject to the limitations set forth below. If the total amount number of securities, including Registrable Securities, requested by stockholders to be included in such offering exceeds the amount of securities to be sold other than by the Company that the underwriters determine in their sole reasonable discretion is compatible with the success of the offering, then the Company shall be required to include in the offering only that number of such securities, including Registrable Securities, which the underwriters and the Company determine in their sole discretion will not jeopardize the success of the offering. In no event shall any Registrable Securities be excluded from such offering (unless all other stockholders’ securities have been first excluded. In the securities so event that the underwriters determine that less than all of the Registrable Securities requested to be registered can be included to in such offering, then the Registrable Securities that are included in such offering shall be apportioned pro rata among the selling stockholders according to Holders based on the total amount number of securities entitled to be included therein owned Registrable Securities held by each all selling stockholder Holders or in such other proportions as shall mutually be agreed to by all such selling stockholders) but Holders. Notwithstanding the foregoing, in no event shall the amount of securities of the selling Holders included in the offering be reduced below 40% thirty percent (30%) of the total amount of securities included in such offering, unless such offering is the initial public offering of the Company’s securities, IPO in which case, case the selling stockholders Holders may be excluded beyond this amount if the underwriters make the determination described above and no other stockholder’s securities are includedincluded in such offering. For purposes of the preceding parenthetical concerning apportionment, for any selling stockholder which is a holder Holder of Registrable Securities and which is a venture capital an investment fund, or a partnership partnership, limited liability company or corporation, the Affiliated Fundspartners, members, retired partners, retired partners members, stockholders and stockholders Affiliates of such holderHolder, or the estates and family members of any such partners partners, retired partners, members and retired partners members and any trusts for the benefit of any of the foregoing persons shall be deemed to be a single “selling stockholder,” Holder”, and any pro-rata reduction with respect to such “selling stockholderHolder” shall be based upon the aggregate amount of shares carrying registration rights owned by all entities and individuals included in such “selling stockholderHolder,” as defined in this sentence.

Underwriting Requirements. In connection with any offering involving an underwriting of shares of the Company’s 's capital stock, the Company shall not be required under Section 1.3 to include any of the Holders’ Holder's securities in such underwriting unless they accept the terms of the underwriting as agreed upon between the Company and the underwriters selected by the Company it (or by the other persons entitled to select the underwriters), and then only in such quantity as the underwriters determine in their sole discretion will not jeopardize the success of the offering by the Company. If the total amount of securities, including Registrable Securities, requested by stockholders to be included in such offering exceeds the amount of securities sold other than by the Company that the underwriters determine in their sole discretion is compatible with the success of the offering, then the Company shall be required to include in the offering only that number of such securities, including Registrable Securities, which the underwriters determine in their sole discretion will not jeopardize the success of the offering (the securities so included to be apportioned pro rata among the selling stockholders according to the total amount of securities entitled to be included therein owned by each selling stockholder to the total amount of securities entitled to be included therein by all selling stockholders or in such other proportions as shall mutually be agreed to by such selling stockholders) but in no event shall (i) the amount of securities of the selling Holders included in the offering be reduced below 40% thirty percent (30%) of the total amount of securities included in such offering, unless such offering is the initial public offering of the Company’s securitiesor (ii) notwithstanding (i) above, any shares being sold by a stockholder exercising a demand registration right similar to that granted in which case, the selling stockholders may Section 1.2 be excluded if the underwriters make the determination described above and no other stockholder’s securities are includedfrom such offering. For purposes of the preceding parenthetical concerning apportionment, for any selling stockholder which is a holder of Registrable Securities and which is a venture capital fund, or a partnership or corporation, the Affiliated 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 stockholder,” " and any pro-rata reduction with respect to such “"selling stockholder” " shall be based upon the aggregate amount of shares carrying registration rights owned by all entities and individuals included in such “"selling stockholder,” " as defined in this sentence.

Underwriting Requirements. In connection with any offering involving an underwriting of shares of the Company’s capital stock, the Company shall not be required under Section 1.3 1.6 or Section 1.7 to include any of the Holders’ securities in such underwriting unless they accept the terms of the underwriting as agreed upon between the Company and the underwriters selected by the Company it (or by other persons entitled to select the underwriters), and then only in such quantity as the underwriters determine in their sole discretion will not jeopardize the success of the offering by the Company. If the total amount of securities, including Registrable Securities, requested by stockholders to be included in such offering exceeds the amount of securities sold other than by the Company that the underwriters determine in their sole discretion is compatible with the success of the offering, then the Company shall be required to include in the offering only that number of such securities, including Registrable Securities, which the underwriters determine in their sole discretion will not jeopardize the success of the offering (the securities so included to be apportioned pro rata among the selling stockholders according to the total amount of securities entitled to be included therein owned by each selling stockholder or in such other proportions as shall mutually be agreed to by such selling stockholders) but in no event shall (a) the amount of securities of the selling Holders included in the offering be reduced below 40% twenty percent (20%) of the total amount of securities included in such offering, unless such offering is the initial public offering of the Company’s securities, in which case, the selling stockholders may be excluded if the underwriters make the determination described above and no other stockholder’s securities are includedincluded or (b) any securities held by a Founder be included if any securities held by any selling Holder are excluded. For purposes of the preceding parenthetical concerning apportionment, for any selling stockholder which that is a holder of Registrable Securities and which is a venture capital fund, or a partnership or corporation, the Affiliated 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 stockholder,” and any pro-rata reduction with respect to such “selling stockholder” shall be based upon the aggregate amount of shares carrying registration rights owned by all entities and individuals included in such “selling stockholder,” as defined in this sentence.

Underwriting Requirements. In connection with any offering involving an underwriting of shares of the Company’s capital stockstock pursuant to Section 2.2, the Company shall not be required under Section 1.3 to include any of the Holders’ securities Registrable Securities in such underwriting unless they accept the terms of the underwriting as agreed upon between the Company and the underwriters selected by the Company (or by other persons entitled to select the its underwriters), and then only in such quantity as the underwriters determine in their sole discretion will not jeopardize the success of the offering by the Company. If the total amount number of securities, including Registrable Securities, requested by stockholders to be included in such offering exceeds the amount of securities to be sold other than by the Company that the underwriters determine in their sole reasonable discretion is compatible with the success of the offering, then the Company shall be required to include in the offering only that number of such securities, including Registrable Securities, which the underwriters and the Company determine in their sole discretion will not jeopardize the success of the offering. In no event shall any Registrable Securities be excluded from such offering (unless all other stockholders’ securities have been first excluded. In the securities so included event that the underwriters determine that less than all of the Registrable Securities requested to be registered can be included in such offering, then the Registrable Securities that are included in such offering shall be apportioned among selling Holders holding Preferred Registrable Securities pro rata among on the selling stockholders according to basis of the total amount number of securities entitled such Preferred Registrable Securities requested to be included therein owned by each selling stockholder or in such other proportions as shall mutually be agreed to registered by such selling stockholders) but Holders. Notwithstanding the foregoing, in no event shall the amount of securities of the selling Holders included in the offering be reduced below 40% thirty percent (30%) of the total amount of securities included in such offering, unless such offering is the initial public offering of the Company’s securities, IPO in which case, case the selling stockholders Holders may be excluded beyond this amount (down to zero) if the underwriters make the determination described above and no other stockholder’s securities are includedincluded in such offering. For purposes of the preceding parenthetical two sentences concerning apportionment, for any selling stockholder which is a holder Holder of Registrable Securities and which is a venture capital an investment fund, or a partnership partnership, limited liability company or corporation, the Affiliated Fundspartners, members, retired partners, retired partners members, stockholders and stockholders Affiliates of such holderHolder, or the estates and family members of any such partners partners, retired partners, members and retired partners members and any trusts for the benefit of any of the foregoing persons Persons shall be deemed to be a single “selling stockholder,” Holder”, and any pro-rata reduction with respect to such “selling stockholderHolder” shall be based upon the aggregate amount of shares carrying registration rights owned by all entities and individuals included in such “selling stockholderHolder,” as defined in this sentence.

Underwriting Requirements. In connection with any offering involving an underwriting of shares of the Company’s capital stock, the Company shall not be required under Section 1.3 1.2 to include any of the Holders’ securities in such underwriting unless they accept the terms of the underwriting as agreed upon between the Company and the underwriters selected by the Company it (or by other persons entitled to select the underwriters), and then only in such quantity as the underwriters determine in their sole discretion will not jeopardize the success of the offering by the Company. If the total amount of securities, including Registrable Securities, requested by stockholders to be included in such offering exceeds the amount of securities sold other than by the Company that the underwriters determine in their sole discretion is compatible with the success of the offering, then the Company shall be required to include in the offering only that number of such securities, including Registrable Securities, which the underwriters determine in their sole discretion will not jeopardize the success of the offering (the securities so included to be apportioned pro rata among the selling stockholders according to the total amount of securities entitled to be included therein (without regard to the number of securities actually requested to be included therein) owned by each selling stockholder or in such other proportions as shall mutually be agreed to by such selling stockholders) but in no event shall the amount of securities of the selling Holders included in the offering be reduced below 40% of the total amount of securities included in such offering, unless such offering is the initial public offering of the Company’s securities, in which case, the selling stockholders may be excluded if the underwriters make the determination described above and no other stockholder’s securities are included). For purposes of the preceding parenthetical concerning apportionment, for any selling stockholder which is a holder Holder of Registrable Securities and which is a venture capital fund, or a partnership or corporation, the Affiliated 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 stockholder,” and any pro-pro rata reduction with respect to such “selling stockholder” shall be based upon the aggregate amount of shares carrying registration rights owned by all entities and individuals included in such “selling stockholder,” as defined in this sentence.

Underwriting Requirements. In connection with any offering involving an underwriting of shares of the Company’s capital stock, the Company shall not be required under Section 1.3 to include any of the Holders’ securities in such underwriting unless they accept the terms of the underwriting as reasonably agreed upon between the Company and the underwriters selected by the Company (or by other persons entitled to select the underwriters), and then only in such quantity as the underwriters determine in their sole discretion will not jeopardize the success of the offering by the Company. If the total amount of securities, including Registrable Securities, requested by stockholders to be included in such offering exceeds the amount of securities sold other than by the Company that the underwriters determine in their sole discretion is compatible with the success of the offering, then the Company shall be required to include in the offering only that number of such securities, including Registrable Securities, which the underwriters determine in their sole discretion will not jeopardize the success of the offering (the securities so included to be apportioned pro rata among the selling stockholders according to the total amount of securities entitled to be included therein owned by each selling stockholder or in such other proportions as shall mutually be agreed to by such selling stockholders) but in no event shall (i) the amount of securities of the selling Holders included in the offering be reduced below 4035% of the total amount of securities included in such offering, unless such offering is the initial public offering of the Company’s securitiesa Qualified IPO, in which case, the selling stockholders may be excluded if the underwriters make the determination described above and no other stockholder’s securities are includedincluded or (ii) any securities held by any stockholder (other than a Holder) be included if any securities held by any selling Holder are excluded. For purposes of the preceding parenthetical concerning apportionment, for any selling stockholder which is a holder of Registrable Securities and which is a venture capital fund, or a partnership or corporation, the Affiliated 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 stockholder,” and any pro-rata reduction with respect to such “selling stockholder” shall be based upon the aggregate amount of shares carrying registration rights owned by all entities and individuals included in such “selling stockholder,” as defined in this sentence.

Underwriting Requirements. In connection with any offering involving an underwriting of shares of the Company’s 's capital stock, the Company shall not be required under Section 1.3 to include any of the Holders’ Stockholder's securities in such underwriting unless they accept the Stockholder accepts the terms of the underwriting as agreed upon between the Company and the underwriters selected by the Company it (or by other persons entitled to select the underwriters), and then only in such quantity as the underwriters determine in their sole discretion will not not, jeopardize the success of the offering by the Company. If the total amount of securities, including Registrable Securities, requested by stockholders to be included in such offering exceeds the amount of securities sold other than by the Company that the underwriters determine in their sole discretion is compatible with the success of the offering, then the Company shall be required to include in the offering only that number of such securities, including Registrable Securities, which the underwriters determine in their sole discretion will not jeopardize the success of the offering (the securities so included to be apportioned pro rata among the selling stockholders according to the total amount of securities entitled to be included therein owned by each selling stockholder or in such other proportions as shall mutually be agreed to by such selling stockholders) but but, except with respect to any one offering pursuant to Section 1.3 following the first such offering pursuant to Section 1.3 to occur after the closing date of the Merger, in no event shall the amount of securities of the selling Holders Stockholder included in the offering be reduced below 40% twenty five percent (25%) of the total amount of securities included in such offering, unless such offering is the initial public offering of the Company’s securities, in which case, the selling stockholders may be excluded if the underwriters make the determination described above and no other stockholder’s securities are included. For purposes of the preceding parenthetical concerning apportionment, for any selling stockholder which is a holder Stockholder of Registrable Securities and which is a venture capital fund, or a partnership or corporation, the Affiliated Funds, partners, retired partners and stockholders of such holderStockholder, 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 stockholder,” ", and any pro-rata reduction with respect to such “"selling stockholder” " shall be based upon the aggregate amount of shares carrying registration rights owned by all entities and individuals included in such “"selling stockholder,” ", as defined in this sentence.

Underwriting Requirements. In connection with any offering involving an underwriting of shares of the Company’s 's capital stock, the Company shall not be required under Section 1.3 to include any of the Holders’ ' securities in such underwriting unless they accept the terms of the underwriting as agreed upon between the Company and the underwriters selected by the Company it (or by other persons entitled to select the underwriters), and then only in such quantity as the underwriters determine in their sole discretion will not jeopardize the success of the offering by the Company. If the total amount of securities, including Registrable Securities, requested by stockholders Holders to be included in such offering exceeds the amount of securities sold other than by the Company that the underwriters determine in their sole discretion is compatible with the success of the offering, then the Company shall be required to include in the offering only that number of such securities, including Registrable Securities, which the underwriters determine in their sole discretion will not jeopardize the success of the offering (the securities so included to be apportioned pro rata among the selling stockholders according to the total amount of securities entitled to be included therein owned by each selling stockholder or in such other proportions as shall mutually be agreed to by such selling stockholders) but in no event shall the amount of securities of the selling Holders included in the offering be reduced below 40% thirty percent (30%) of the total amount of securities included in such offering, unless such offering is the initial public offering of the Company’s 's securities, in which case, the selling stockholders may be excluded if the underwriters make the determination described above and no other stockholder’s 's securities are included. For purposes of the preceding parenthetical concerning apportionment, for any selling stockholder which is a holder of Registrable Securities and which is a venture capital fund, or a partnership or corporation, the Affiliated 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 stockholder,” " and any pro-rata reduction with respect to such “"selling stockholder” " shall be based upon the aggregate amount of shares carrying registration rights owned by all entities and individuals included in such “"selling stockholder,” " as defined in this sentence.

Underwriting Requirements. In connection with any offering involving an underwriting of shares of the Company’s capital stock, the Company shall not be required under Section 1.3 to include any of the Holders’ securities in such underwriting unless they accept the terms of the underwriting as agreed upon between the Company and the underwriters selected by the Company it (or by other persons entitled to select the underwriters), and then only in such quantity as the underwriters determine in their sole discretion will not jeopardize the success of the offering by the Company. If the total amount of securities, including Registrable Securities, requested by stockholders holders of capital stock to be included in such offering exceeds the amount of securities sold other than by the Company that the underwriters determine in their sole discretion is compatible with the success of the offering, then the Company shall be required to include in the offering only that number of such securities, including Registrable Securities, which the underwriters determine in their sole discretion will not jeopardize the success of the offering (the securities so included to be apportioned pro rata among the selling stockholders security holders according to the total amount of securities entitled to be included therein owned by each selling stockholder security holder or in such other proportions as shall mutually be agreed to by such selling stockholderssecurity holders) but in no event shall the amount of securities of the selling Holders included in the offering be reduced below 4020% of the total amount of securities included in such offering, unless such offering is the initial public offering of the Company’s securities, in which case, the selling stockholders security holders may be excluded if the underwriters make the determination described above and no other stockholderholder’s securities are included. For purposes of the preceding parenthetical concerning apportionment, for any selling stockholder security holder which is a holder of Registrable Securities and which is a venture capital fund, or a partnership or corporation, the Affiliated Funds, partners, retired partners and stockholders holders of capital stock 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 stockholdersecurity holder,” and any pro-rata reduction with respect to such “selling stockholdersecurity holder” shall be based upon the aggregate amount of shares carrying registration rights owned by all entities and individuals included in such “selling stockholdersecurity holder,” as defined in this sentence.

Underwriting Requirements. In connection with any offering pursuant to SECTION 1.3 involving an underwriting of shares of the Company’s 's capital stockstock by the Company, the Company shall not be required under Section 1.3 to include any of the Holders’ ' securities in such underwriting unless they accept the terms of the underwriting as agreed upon between the Company and the underwriters selected by the Company it (or by other persons entitled to select the underwriters), and then only in such quantity as the underwriters determine in their sole discretion will not jeopardize the success of the offering by the Company. If the total amount of securities, including Registrable Securities, requested by stockholders to be included in such offering exceeds the amount of securities sold other than by the Company that the underwriters determine in their sole discretion is compatible with the success of the offering, then the Company shall be required to include in the offering only that number of such securities, including Registrable Securities, which the underwriters determine in their sole discretion will not jeopardize the success of the offering (the securities so included to be apportioned pro rata among the selling stockholders according to the total amount of securities entitled to be included therein owned by each selling stockholder stockholder, or in such other proportions as shall mutually be agreed to by such selling stockholders) but in no event shall the amount of securities of the selling Holders included in the offering be reduced below 40% of the total amount of securities included in such offering, unless such offering is the initial public offering of the Company’s securities, in which case, the selling stockholders may be excluded if the underwriters make the determination described above and no other stockholder’s securities are included). For purposes of the preceding parenthetical concerning apportionment, for any selling stockholder which is a holder of Registrable Securities and which is a venture capital fundlimited liability company, or a partnership or corporation, the Affiliated Fundsmembers, partners, retired partners and stockholders of such holder, or the estates and family members of any such members, partners and retired partners and any trusts for the benefit of any of the foregoing persons shall be deemed to be a single “"selling stockholder,” " and any pro-rata reduction with respect to such “"selling stockholder” " shall be based upon the aggregate amount of shares carrying registration rights owned by all entities and individuals included in such “"selling stockholder,” " as defined in this sentence.

Underwriting Requirements. In connection with any offering involving an underwriting of shares of the Company’s capital stock, the Company shall not be required under Section 1.3 to include any of the Holders’ securities in such underwriting unless they accept the terms of the underwriting as agreed upon between the Company and the underwriters selected by the Company it (or by other persons entitled to select the underwriters), and then only in such quantity as the underwriters determine in their sole discretion will not jeopardize the success of the offering by the Company. If the total amount of securities, including Registrable Securities, requested by stockholders holders of capital stock to be included in such offering exceeds the amount of securities sold other than by the Company that the underwriters determine in their sole discretion is compatible with the success of the offering, then the Company shall be required to include in the offering only that number of such securities, including Registrable Securities, which the underwriters determine in their sole discretion will not jeopardize the success of the offering (the securities so included to be apportioned pro rata among the selling stockholders security holders according to the total amount of securities entitled to be included therein owned by each selling stockholder security holder or in such other proportions as shall mutually be agreed to by such selling stockholderssecurity holders) but in no event shall (a) the amount of securities of the selling Holders included in the offering be reduced below 4030% of the total amount of securities included in such offering, unless such offering is the initial public offering of the Company’s securities, in which case, the selling stockholders security holders may be excluded if the underwriters make the determination described above and no other stockholderholder’s securities are included, (b) any securities of the selling Holders be excluded from such offering unless all other stockholders’ securities have been first excluded or (c) any securities held by a Founder be included if any securities held by any non-Founder selling Holder are excluded. For purposes of the preceding parenthetical concerning apportionment, for any selling stockholder security holder which is a holder of Registrable Securities and which is a venture capital fund, or a partnership or corporation, the Affiliated Funds, partners, retired partners partners, members, retired members, affiliated venture capital funds and stockholders holders of capital stock of such holder, or the estates and family members of any such partners partners, members, retired members and retired partners and any trusts for the benefit of any of the foregoing persons shall be deemed to be a single “selling stockholdersecurity holder,” and any pro-rata reduction with respect to such “selling stockholdersecurity holder” shall be based upon the aggregate amount of shares carrying registration rights owned by all entities and individuals included in such “selling stockholdersecurity holder,” as defined in this sentence.

Underwriting Requirements. In connection with any offering involving an underwriting of shares of securities being issued by the Company’s capital stock, the Company shall not be required under Section 1.3 to include any of the Holders’ ' securities in such underwriting unless they accept the terms of the underwriting as agreed upon between such (a) all securities which stockholders other than the Company and the underwriters selected by the Company (or by other persons entitled Holders seek to select the underwriters), and then only include in such quantity as the underwriters determine in their sole discretion will not jeopardize the success of the offering by shall be excluded from the Company. If offering to the total amount extent limitation on the number of securitiesshares included in the underwriting is required, including Registrable Securities, requested by stockholders (b) if further limitation on the number of shares to be included in the underwriting is required, then the number of shares held by Holders that may be included in the underwriting shall, subject to clause (c) below, be reduced so that the number of shares included in the underwriting are pro rata in accordance with the number of shares of Registrable Securities held by each such offering exceeds Holder and (c) if the amount registration requires exclusion of securities sold other than by requested to be registered and is subsequent to the Company that the underwriters determine in their sole discretion is compatible with the success Company's first registered public offering of the offeringsecurities, then the Company shall be required to include in the offering only that number of such securitiesregistration, including in preference to other Registrable Securities, the Registrable Securities which the underwriters determine in their sole discretion will represent shares of Common Stock issued upon conversion of Class C Shares, up to an amount not jeopardize the success of the offering (the securities so included to be apportioned pro rata among the selling stockholders according to the total amount of securities entitled to be included therein owned by exceed each selling stockholder or in such other proportions as shall mutually be agreed to by such selling stockholdersrequesting Holder's Preferential Amount) but in no event shall the amount of securities of the selling Holders included in the offering be reduced below 40% twenty-five percent (25%) of the total amount of securities included in such offering, unless such offering is the initial public offering of the Company’s securities, 's securities in which case, case the selling stockholders Holders may be excluded if the underwriters make managing underwriter makes the determination described above and no securities other stockholder’s securities than those of the Company are included. For purposes of the preceding parenthetical concerning apportionment, for any selling stockholder which is a holder Holder of Registrable Securities and which is a venture capital fund, partnership or a partnership or corporation, the Affiliated Funds, partners, retired partners and stockholders of such holderHolder, 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 collectively be deemed to be a single “"selling stockholderHolder,” " and any pro-pro rata reduction with respect to such “"selling stockholder” Holder" shall be based upon the aggregate amount of shares carrying registration rights owned by all entities and individuals included in such “"selling stockholderHolder,” " as defined in this sentence.

Underwriting Requirements. In connection with any offering involving an underwriting of shares of the Company’s 's capital stock, the Company shall not be required under Section 1.3 2 to include any of the Bright Holders’ ' securities in such underwriting unless they accept the terms of the underwriting as agreed upon between the Company and the underwriters selected by the Company it (or by other persons entitled to select the underwriters), and then only in such quantity as the underwriters determine in their sole discretion will not jeopardize the success of the offering by the Company. If the total amount of securities, including Registrable Securities, requested by stockholders to be included in such offering exceeds the amount of securities sold other than by the Company that the underwriters determine in their sole discretion is compatible with the success of the offering, then the Company shall be required to include in the offering only that number of such securities, including Registrable Securities, which the underwriters determine in their sole discretion will not jeopardize the success of the offering (of the securities so included included. Securities shall be excluded from the offering in the order set forth below: First, the number of shares requested to be apportioned pro rata among registered for the selling stockholders according account of persons, if any, whose rights to the total amount of securities entitled to be included therein owned by each selling stockholder or in such other proportions as shall mutually be agreed to by such selling stockholders) but in no event shall the amount of securities of the selling Holders included in the offering be reduced below 40% of the total amount of securities have their shares included in such offeringregistration are subordinate to the rights granted pursuant to this Agreement shall be reduced as required; Second, unless such offering is the initial public offering number of shares requested to be registered for the account of the Company’s securitiesBright Holders of registration rights granted pursuant to this Agreement and the number of shares requested to be registered by persons, in which caseif any, holding registration rights on a parity basis with those granted by this Agreement shall be reduced, pro rata, as required; Third, the selling stockholders may number of shares requested to be excluded if the underwriters make the determination described above and no other stockholder’s securities are included. For purposes of the preceding parenthetical concerning apportionment, for any selling stockholder which is a holder of Registrable Securities and which is a venture capital fund, or a partnership or corporation, the Affiliated 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 registered for the benefit account of any of the foregoing persons shall be deemed persons, if any, whose rights to be a single “selling stockholder,” and any pro-rata reduction with respect to such “selling stockholder” shall be based upon the aggregate amount of have their shares carrying registration rights owned by all entities and individuals included in such “selling stockholder,” registrations are senior to the rights granted pursuant to this Agreement shall be reduced as defined in this sentencerequired; and Last, the number of shares intended to be registered by the Company for its own account shall be reduced as required.

Underwriting Requirements. In connection with any offering ------------------------- involving an underwriting of shares of the Company’s 's capital stock, the Company shall not be required under Section 1.3 to include any of the Holders’ ' securities in such underwriting unless they accept the terms of the underwriting as agreed upon between the Company and the underwriters selected by the Company it (or by other persons entitled to select the underwriters), and then only in such quantity as the underwriters determine in their sole discretion will not jeopardize the success of the offering by the Company. If the total amount of securities, including Registrable Securities, requested by stockholders to be included in such offering exceeds the amount of securities sold other than by the Company that the underwriters determine in their sole discretion is compatible with the success of the offering, then the Company shall be required to include in the offering only that number of such securities, including Registrable Securities, which the underwriters determine in their sole discretion will not jeopardize the success of the offering (the securities so included to be apportioned pro rata among the selling stockholders according to the total amount of securities entitled to be included therein owned by each selling stockholder or in such other proportions as shall mutually be agreed to by such selling stockholders) but in no event shall (i) any shares being sold by a stockholder exercising a demand registration right similar to that granted in Section 1.2 be excluded from such offering, (ii) the amount of securities of the selling Holders included in the offering be reduced below 40% thirty percent (30%) of the total amount of securities included in such offering, unless such offering is the initial public offering of the Company’s 's securities, in which case, except as provided in (i) the selling stockholders may be excluded if the underwriters make the determination described above and no other stockholder’s 's securities are includedincluded or (iii) any securities held by a Common Holder be included if any securities held by any selling Holder are excluded. For purposes of the preceding parenthetical concerning apportionment, for any selling stockholder which is a holder of Registrable Securities and which is a venture capital fund, or a partnership or corporation, the Affiliated 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 stockholder,” " and any pro-rata reduction with ------------------- respect to such “"selling stockholder” " shall be based upon the aggregate amount of shares carrying registration rights owned by all entities and individuals included in such “"selling stockholder,” " as defined in this sentence.

Underwriting Requirements. In connection with any offering involving an underwriting of shares of the Company’s capital stock, the Company shall not be required under Section 1.3 to include any of the Holders’ securities in such underwriting unless they accept the terms of the underwriting as agreed upon between the Company and the underwriters selected by the Company it (or by other persons entitled to select the underwriters), and then only in such quantity as the underwriters determine in their sole discretion will not jeopardize the success of the offering by the Company. If the total amount of securities, including Registrable Securities, requested by stockholders holders of capital stock to be included in such offering exceeds the amount of securities sold other than by the Company that the underwriters determine in their sole discretion is compatible with the success of the offering, then the Company shall be required to include in the offering only that number of such securities, including Registrable Securities, which the underwriters determine in their sole discretion will not jeopardize the success of the offering (the securities so included to be apportioned pro rata among the selling stockholders security holders according to the total amount of securities entitled to be included therein owned by each selling stockholder security holder or in such other proportions as shall mutually be agreed to by such selling stockholderssecurity holders) but in no event shall the amount of securities of the selling Holders included in the offering be reduced below 4020% of the total amount of securities included in such offering, unless such offering is the initial public offering of the Company’s securities, in which case, the selling stockholders may be excluded if the underwriters make the determination described above and no other stockholder’s securities are included. For purposes of the preceding parenthetical concerning apportionment, for any selling stockholder security holder which is a holder of Registrable Securities and which is a venture capital fund, or a partnership or corporation, the Affiliated Funds, partners, retired partners and stockholders holders of capital stock 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 stockholdersecurity holder,” and any pro-rata reduction with respect to such “selling stockholdersecurity holder” shall be based upon the aggregate amount of shares carrying registration rights owned by all entities and individuals included in such “selling stockholdersecurity holder,” as defined in this sentence.

Underwriting Requirements. In connection with any offering involving an underwriting of shares of the Company’s 's capital stock, the Company shall not be required under Section 1.3 to include any of the Holders’ ' securities in such underwriting unless they accept the terms of the underwriting as agreed upon between the Company and the underwriters selected by the Company it (or by other persons entitled to select the underwriters), and then only in such quantity as the underwriters determine in their sole discretion will not not, jeopardize the success of the offering by the Company. If the total amount of securities, including Registrable Securities, requested by stockholders to be included in such offering exceeds the amount of securities sold other than by the Company that the underwriters determine in their sole discretion is compatible with the success of the offering, then the Company shall be required to include in the offering only that number of such securities, including Registrable Securities, which the underwriters determine in their sole discretion will not jeopardize the success of the offering (the securities so included to be apportioned pro rata among the selling stockholders according to the total amount of securities entitled to be included therein owned by each selling stockholder or in such other proportions as shall mutually be agreed to by such selling stockholders) but in no event shall ; provided, however, that the amount number of securities shares of the selling Holders included in the offering Registrable Securities to be reduced below 40% of the total amount of securities included in such offering, underwriting shall not be reduced unless such offering is the initial public offering all other securities of the Company’s securities, in which case, the selling stockholders may be are first entirely excluded if from the underwriters make the determination described above and no other stockholder’s securities are includedunderwriting). For purposes of the preceding parenthetical concerning apportionment, for any selling stockholder which that is a holder of Registrable Securities and which that is a venture capital fund, or a partnership or corporation, the Affiliated Fundsaffiliated partnerships, the 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 stockholder,” " and any pro-rata reduction with respect to such “"selling stockholder” " shall be based upon the aggregate amount of shares carrying registration rights owned by all entities and individuals included in such “"selling stockholder,” " as defined in this sentence.

Underwriting Requirements. In connection with any offering involving an underwriting of shares of the Company’s 's capital stock, the Company shall not be required under Section 1.3 to include any of the Holders’ ' securities in such underwriting unless they accept the terms of the underwriting as agreed upon between the Company and the underwriters selected by the Company it (or by other persons entitled to select the underwriters), and then only in such quantity as the underwriters determine determine, in their sole discretion discretion, will not jeopardize the success of the offering by the Company. If If: (a) the total amount of securities, including Registrable Securities, requested by stockholders to be included in such offering exceeds (b) the amount of securities to be sold other than by the Company that the underwriters determine in their sole discretion is compatible with the success of the offering, then the Company shall be required to include in the offering only that number of such securities, including Registrable Securities, which the underwriters determine in their sole discretion will not jeopardize the success of the offering (the securities so included to be apportioned pro rata among the selling stockholders according to the total amount of securities entitled to be included therein owned by each selling stockholder or in such other proportions as shall mutually be agreed to by such selling stockholders) but in no event shall the amount of securities of the selling Holders included in the offering be reduced below 40% twenty percent (20%) of the total amount of securities included in such offering, unless such offering is the initial public firm commitment underwritten offering of the Company’s securities's securities to the general public, in which case, case the selling stockholders may be excluded if the underwriters make the determination described above and no other stockholder’s 's securities are included. For purposes of the preceding parenthetical concerning apportionment, for any selling stockholder which that is a holder of Registrable Securities and which that is a venture capital fund, or a partnership or corporation, the Affiliated 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 stockholder,” ", and any pro-pro rata reduction with respect to such “"selling stockholder” " shall be based upon the aggregate amount of shares carrying registration rights owned by all entities and individuals included in such “"selling stockholder,” " as defined in this sentence.

Underwriting Requirements. In connection with any offering involving an underwriting of shares of the Company’s capital stock, the Company shall not be required under Section 1.3 to include any of the Holders’ securities in such underwriting unless they accept the terms of the underwriting as agreed upon between the Company and the underwriters selected by the Company it (or by other persons entitled to select the underwriters), and then only in such quantity as the underwriters determine in their sole discretion will not jeopardize the success of the offering by the Company. If the total amount of securities, including Registrable Securities, requested by stockholders to be included in such offering exceeds the amount of securities sold other than by the Company that the underwriters determine in their sole discretion is compatible with the success of the offering, then the Company shall be required to include in the offering only that number of such securities, including Registrable Securities, which the underwriters determine in their sole discretion will not jeopardize the success of the offering (the securities so included to be apportioned pro rata among the selling stockholders according to the total amount of securities entitled to be included therein owned by each selling stockholder or in such other proportions as shall mutually be agreed to by such selling stockholders) but in no event shall (i) the amount of securities of the selling Holders included in the offering be reduced below 4035% of the total amount of securities included in such offering, unless such offering is the initial public offering of the Company’s securities, in which case, the selling stockholders Holders may be excluded if the underwriters make the determination described above and no other stockholder’s securities are includedincluded or (ii) without the consent of the holders of a majority of the Registrable Securities, any securities held by any non-Holder be included if any securities held by any selling Holder are excluded. For purposes of the preceding parenthetical concerning apportionment, for any selling stockholder which is a holder of Registrable Securities and which is a venture capital fund, or a partnership or corporation, the Affiliated 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 stockholder,” and any pro-rata reduction with respect to such “selling stockholder” shall be based upon the aggregate amount of shares carrying registration rights owned by all entities and individuals included in such “selling stockholder,” as defined in this sentence.

Underwriting Requirements. In connection with any offering involving an underwriting of shares of the Company’s 's capital stock, the Company shall not be required under Section Sections 1.2 or 1.3 to include any of the Holders’ ' securities in such underwriting unless they accept the terms of the underwriting as agreed upon between the Company and the underwriters selected by the Company it (or by other persons entitled to select the underwriters), and then only in such quantity as the underwriters determine in their sole discretion will not jeopardize the success of the offering by the Company. If the total amount of securities, including Registrable Securities, requested by stockholders to be included in such offering exceeds the amount of securities sold other than by the Company that the underwriters determine in their sole discretion is compatible with the success of the offering, then the Company shall be required to include in the offering only that number of such securities, including Registrable Securities, which the underwriters determine in their sole discretion will not jeopardize the success of the offering (the securities so included to be first taken from the Holders of Registrable Securities and apportioned pro rata among the selling stockholders according to the total amount of securities entitled to be included therein owned by each selling stockholder or in such other proportions as shall mutually be agreed to by such selling stockholders) , but in no event shall the amount of securities of the selling Holders included in the offering any shares being sold by a stockholder exercising registration rights pursuant to Section 1.3 be reduced below 40% of the total amount of securities included in excluded from such offering, unless such offering is the initial public offering of the Company’s securities, in which case, the selling stockholders may be excluded if the underwriters make the determination described above and no other stockholder’s securities are included. For purposes of the preceding parenthetical sentence concerning apportionment, for any selling stockholder Holder which is a holder of Registrable Securities and which is a venture capital fund, or a partnership or corporation, the Affiliated Funds, partners, retired partners and stockholders of such holderHolder, 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 persons, shall be deemed to be a single “"selling stockholder,” " and any pro-rata reduction with respect to such “"selling stockholder” " shall be based upon the aggregate amount of shares carrying registration rights owned by all entities and individuals included in such “"selling stockholder,” " as defined in this sentence.

Underwriting Requirements. In connection with any offering involving an underwriting of shares of the Company’s capital stock, the Company shall not be required under Section 1.3 to include any of the Holders’ securities in such underwriting unless they accept the terms of the underwriting as agreed upon between the Company and the underwriters selected by the Company it (or by other persons entitled to select the underwriters), and then only in such quantity as the underwriters determine in their sole discretion will not jeopardize the success of the offering by the Company. If the total amount of securities, including Registrable Securities, requested by stockholders to be included in such offering exceeds the amount of securities sold other than by the Company that the underwriters determine in their sole discretion is compatible with the success of the offering, then the Company shall be required to include in the offering only that number of such securities, including Registrable Securities, which the underwriters determine in their sole discretion will not jeopardize the success of the offering (the securities so included to be apportioned pro rata among the selling stockholders according to the total amount of securities entitled to be included therein owned by each selling stockholder or in such other proportions as shall mutually be agreed to by such selling stockholders) but in no event shall (i) the amount of securities of the selling Holders included in the offering be reduced below 40% twenty percent (20%) of the total amount of securities included in such offering, offering unless such offering is the initial public offering of the Company’s securities, in which case, case the selling stockholders Holders may be excluded if the underwriters make the determination described above and no other stockholder’s securities are includedincluded or (ii) any securities held by a Founder be included if any securities held by any selling Holder are excluded. For purposes of the preceding parenthetical concerning apportionment, for any selling stockholder which is a holder of Registrable Securities and which is a venture capital fund, or a partnership or corporation, the Affiliated 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 stockholder,” and any pro-rata reduction with respect to such “selling stockholder” shall be based upon the aggregate amount of shares carrying registration rights owned by all entities and individuals included in such “selling stockholder,” as defined in this sentence.

Underwriting Requirements. In connection with any offering involving an underwriting of shares of the Company’s capital stockstock pursuant to Section 2.2, the Company shall not be required under Section 1.3 to include any of the Holders’ securities in such underwriting unless they accept the terms of the underwriting as agreed upon between the Company and the underwriters selected by the Company (or by other persons entitled to select the its underwriters), and then only in such quantity as the underwriters determine in their sole discretion will not jeopardize the success of the offering by the Company. If the total amount number of securities, including Registrable Securities, requested by stockholders to be included in such offering exceeds the amount of securities to be sold other than by the Company that the underwriters determine in their sole reasonable discretion is compatible with the success of the offering, then the Company shall be required to include in the offering only that number of such securities, including Registrable Securities, which the underwriters and the Company determine in their sole discretion will not jeopardize the success of the offering. In no event shall any Registrable Securities be excluded from such offering (unless all other stockholders’ securities have been first excluded. In the securities so event that the underwriters determine that less than all of the Registrable Securities requested to be registered can be included to in such offering, then the Registrable Securities that are included in such offering shall be apportioned pro rata among the selling stockholders according to Holders based on the total amount number of securities entitled to be included therein owned Registrable Securities held by each all selling stockholder Holders or in such other proportions as shall mutually be agreed to by all such selling stockholders) but Holders. Notwithstanding the foregoing, in no event shall the amount of securities of the selling Holders included notwithstanding (i) above, any Registrable Securities described in the offering Section 1.11(i) be reduced below 40% of the total amount of securities included excluded from such underwriting unless all Registrable Securities described in Section 1.11(ii) are first excluded from such offering, unless such offering is the initial public offering of the Company’s securities, in which case, the selling stockholders may be excluded if the underwriters make the determination described above and no other stockholder’s securities are included. For purposes of the preceding parenthetical concerning apportionment, for any selling stockholder which is a holder Holder of Registrable Securities and which is a venture capital an investment fund, or a partnership partnership, limited liability company or corporation, the Affiliated Fundspartners, members, retired partners, retired partners members, stockholders and stockholders Affiliates of such holderHolder, or the estates and family members of any such partners partners, retired partners, members and retired partners members and any trusts for the benefit of any of the foregoing persons shall be deemed to be a single “selling stockholder,” Holder”, and any pro-rata reduction with respect to such “selling stockholderHolder” shall be based upon the aggregate amount of shares carrying registration rights owned by all entities and individuals included in such “selling stockholderHolder,” as defined in this sentence.

Underwriting Requirements. In connection with any offering involving an underwriting of shares of the Company’s capital stock, the Company shall not be required under Section 1.3 to include any of the Holders’ securities in such underwriting unless they accept the terms of the underwriting as agreed upon between the Company and the underwriters selected by the Company it (or by other persons entitled to select the underwriters), and then only in such quantity as the underwriters determine in their sole discretion will not jeopardize the success of the offering by the Company. If the total amount of securities, including Registrable Securities, requested by stockholders to be included in such offering exceeds the amount of securities sold other than by the Company that the underwriters determine in their sole discretion is compatible with the success of the offering, then the Company shall be required to include in the offering only that number of such securities, including Registrable Securities, which the underwriters determine in their sole discretion will not jeopardize the success of the offering (the securities so included to be apportioned pro rata among the selling stockholders according to the total amount of securities entitled to be included therein owned by each selling stockholder or in such other proportions as shall mutually be agreed to by such selling stockholders) but in no event shall the amount of securities of the selling Holders included in the offering be reduced below 40% twenty percent (20%) of the total amount of securities included in such offering, unless such offering is the initial public offering of the Company’s securities, in which case, the selling stockholders may be excluded if the underwriters make the determination described above and no other stockholder’s securities are included. For purposes of the preceding parenthetical concerning apportionment, for any selling stockholder which is a holder of Registrable Securities and which is a venture capital fund, or a partnership or corporation, the Affiliated Fundsaffiliated venture capital funds, partners, retired partners partners, members, former members, and stockholders of such holder, or the estates and family members of any such partners and retired partners partners, members and former members and any trusts for the benefit of any of the foregoing persons shall be deemed to be a single “selling stockholder,” and any pro-rata reduction with respect to such “selling stockholder” shall be based upon the aggregate amount of shares carrying registration rights owned by all entities and individuals included in such “selling stockholder,” as defined in this sentence.

Underwriting Requirements. In connection with any offering involving an underwriting of shares of the Company’s 's capital stock, the Company shall not be required under Section 1.3 to include any of the Holders’ Holder's securities in such underwriting unless they accept the terms of the underwriting as agreed upon between the Company and the underwriters selected by the Company it (or by other persons entitled to select the underwriters), and then only in such quantity as the underwriters determine in their sole discretion will not jeopardize the success of the offering by the Company. If the total amount of securities, including Registrable Securities, requested by stockholders to be included in such offering exceeds the amount of securities sold other than by the Company that the underwriters determine in their sole discretion is compatible with the success of the offering, then the Company shall be required to include in the offering only that number of such securities, including Registrable Securities, which that the underwriters determine in their sole discretion will not jeopardize the success of the offering (the securities so included to be apportioned pro rata among the selling stockholders according to the total amount of securities entitled to be included therein owned by each selling stockholder or in such other proportions as shall mutually be agreed to by such selling stockholders) , but in no any event shall subject to the amount apportionment rights of securities certain selling stockholders under Section 1.8 of the selling Holders included in Registration Rights Agreement, dated October 20, 1997, between the offering be reduced below 40% of the total amount of securities included in such offering, unless such offering is the initial public offering of the Company’s securities, in which case, the selling stockholders may be excluded if the underwriters make the determination described above Company and no other stockholder’s securities are includedcertain stockholders). For purposes of the preceding parenthetical concerning apportionment, for any selling stockholder which that is a holder Holder of Registrable Securities and which that is a venture capital fund, or a partnership or corporation, the Affiliated Funds, corporate partners, retired partners and stockholders of such holderHolder, 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 stockholder,” " and any pro-rata reduction with respect to such “"selling stockholder” " shall be based upon the aggregate amount of shares carrying registration rights owned by all entities and individuals included in such “"selling stockholder,” " as defined in this sentence.

Underwriting Requirements. In connection with any offering involving an underwriting of shares of the Company’s 's capital stock, the Company shall not be required under Section 1.3 to include any of the Holders’ ' securities in such underwriting unless they accept the terms of the underwriting as agreed upon between the Company and the underwriters selected by the Company it (or by other persons entitled to select the underwriters), and then only in such quantity as the underwriters determine in their sole discretion will not jeopardize the success of the offering by the Company. If the total amount of securities, including Registrable Securities, requested by stockholders shareholders to be included in such offering exceeds the amount of securities sold other than by the Company that the underwriters determine in their sole discretion is compatible with the success of the offering, then the Company shall be required to include in the offering only that number of such securities, including Registrable Securities, which the underwriters determine in their sole discretion will not jeopardize the success of the offering (the securities so included to be apportioned pro rata among the selling stockholders shareholders according to the total amount of securities entitled to be included therein owned by each selling stockholder shareholder or in such other proportions as shall mutually be agreed to by such selling stockholdersshareholders) but in no event shall (i) the amount of securities, including Registrable Securities and all other securities the holders of which have similar rights, of the selling Holders shareholders included in the offering be reduced below 40% thirty percent (30%) of the total amount of securities included in such offering, unless such offering is the initial public offering of the Company’s securitiesor (ii) notwithstanding (i) above, any shares being sold by a shareholder exercising a demand registration right similar to that granted in which case, the selling stockholders may Section 1.2 be excluded if the underwriters make the determination described above and no other stockholder’s securities are includedfrom such offering. For purposes of the preceding parenthetical concerning apportionment, for apportionment of any selling stockholder shareholder which is a holder of Registrable Securities and which is a venture capital fund, or a partnership or corporation, the Affiliated Funds, partners, retired partners and stockholders shareholders of such holder, or the estates and family members of any such partners and retired partners and any trusts for the benefit of any of the foregoing persons shall be deemed to be a single “"selling stockholdershareholder,” " and any pro-rata reduction with respect to such “"selling stockholder” shareholder" shall be based upon the aggregate amount of shares carrying registration rights owned by all entities and individuals included in such “"selling stockholdershareholder,” " as defined in this sentence.

Underwriting Requirements. In connection with any offering involving an underwriting of shares of the Company’s 's capital stock, the Company shall not be required under Section 1.2 or 1.3 to include any of the Holders’ ' securities in such underwriting unless they accept the terms of the underwriting as agreed upon between the Company and the underwriters selected by the Company it (or by other persons entitled to select the underwriters), and then only in such quantity as the underwriters determine in their sole discretion will not jeopardize the success of the offering by the Company. If the total amount of securities, including Registrable Securities, requested by stockholders to be included in such offering exceeds the amount of securities sold other than by the Company that the underwriters determine in their sole discretion is compatible with the success of the offering, then the Company shall be required to include in the offering only that number of such securities, including Registrable Securities, which the underwriters determine in their sole discretion will not jeopardize the success of the offering (the securities so included to be first taken from the Holders of Registrable Securities and apportioned pro rata among the selling stockholders according to the total amount of securities entitled to be included therein owned by each selling stockholder or in such other proportions as shall mutually be agreed to by such selling stockholders) , but in no event shall the amount of securities of the selling Holders included in the offering any shares being sold by a stockholder exercising registration rights pursuant to Section 1.3 be reduced below 40% of the total amount of securities included in excluded from such offering, unless such offering is the initial public offering of the Company’s securities, in which case, the selling stockholders may be excluded if the underwriters make the determination described above and no other stockholder’s securities are included. For purposes of the preceding parenthetical sentence concerning apportionment, for any selling stockholder Holder which is a holder of Registrable Securities and which is a venture capital fund, or a partnership or corporation, the Affiliated Funds, partners, retired partners and stockholders of such holderHolder, 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 persons, shall be deemed to be a single “"selling stockholder,” " and any pro-rata reduction with respect to such “"selling stockholder” " shall be based upon the aggregate amount of shares carrying registration rights owned by all entities and individuals included in such “"selling stockholder,” " as defined in this sentence.

Underwriting Requirements. In connection with any offering involving an underwriting of shares of the Company’s capital stock, the Company shall not be required under Section 1.3 to include any of the Holders’ securities in such underwriting unless they accept the terms of the underwriting as agreed upon between the Company and the underwriters selected by the Company (or by other persons entitled to select the underwriters), and then only in such quantity as the underwriters determine in their sole discretion will not jeopardize the success of the offering by the Company. If the total amount of securities, including Registrable Securities, requested by stockholders Holders to be included in such offering exceeds the amount of securities sold other than by the Company that the underwriters determine in their sole discretion is compatible with the success of the offering, then the Company shall be required to include in the offering only that number of such securities, including Registrable Securities, which the underwriters determine in their sole discretion will not jeopardize the success of the offering (the securities so included to be apportioned pro rata among the selling stockholders according to the total amount of securities entitled to be included therein owned by each selling stockholder or in such other proportions as shall mutually be agreed to by such selling stockholders) ), but in no event shall (a) the amount of securities of the selling Holders included in the offering be reduced below 4025% of the total amount of securities included in such offering, unless such offering is the initial public offering of the Company’s securities, in which case, the selling stockholders may be excluded if the underwriters make the determination described above and no other stockholder’s securities are included, (b) any securities held by a Founder be included if any securities held by any selling Holder are excluded, and (c) any Holder of Registrable Securities (other than the Major Investors) who has requested securities to be included in a registration pursuant to Section 1.3 be granted such registration without the consent of the Initiating Holders, if the requested registration would reduce the number of shares includable by the Initiating Holders. For purposes of the preceding parenthetical concerning apportionment, for any selling stockholder which is a holder of Registrable Securities and which is a venture capital fund, or a partnership or corporation, the Affiliated 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 stockholder,” and any pro-rata reduction with respect to such “selling stockholder” shall be based upon the aggregate amount of shares carrying registration rights owned by all entities and individuals included in such “selling stockholder,” as defined in this sentence.

Underwriting Requirements. In connection with any offering involving an underwriting of shares of the Company’s capital stock, the Company shall not be required under Section 1.3 to include any of the Holders’ securities in such underwriting unless they accept the terms of the underwriting as agreed upon between the Company and the underwriters selected by the Company (or by other persons entitled to select the underwriters), and then only in such quantity as the underwriters determine in their sole discretion will not jeopardize the success of the offering by the Company. If the total amount of securities, including Registrable Securities, requested by stockholders to be included in such offering exceeds the amount of securities sold securities, other than those offered by the Company Company, that the underwriters determine in their sole discretion is compatible with the success of the offering, then the Company shall be required to include in the offering only that number of such securities, including Registrable Securities, which the underwriters determine in their sole discretion will not jeopardize the success of the offering (the securities so included to be apportioned pro rata among the all selling stockholders according to the total amount of securities entitled to be included therein owned by each selling stockholder or in such other proportions as shall mutually be agreed to by such selling stockholders) but in no event shall (i) the amount of securities of the selling Holders included in the offering be reduced below 4030% of the total amount of securities included in such offering, unless such offering is the initial public offering of the Company’s securities, in which case, the selling stockholders may be excluded if the underwriters make the determination described above and no other stockholder’s securities are includedincluded or (ii) any Founders’ Stock held by a Founder be included if any securities held by any selling Holder are excluded. For purposes of the preceding parenthetical concerning apportionment, for any selling stockholder which is a holder of Registrable Securities and which is a venture capital fund, or a partnership or corporation, the Affiliated 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 stockholder,” and any pro-rata reduction with respect to such “selling stockholder” shall be based upon the aggregate amount of shares carrying registration rights owned by all entities and individuals included in such “selling stockholder,” as defined in this sentence.

Underwriting Requirements. In connection with any offering involving an underwriting of shares of the Company’s 's capital stock, the Company shall not be required under Section 1.3 5.2 to include any of the Holders’ Purchaser or its Transferees' securities in such underwriting unless they accept the terms of the underwriting as agreed upon between the Company and the underwriters selected by the Company it (or by other persons entitled to select the underwriters), and then only in such quantity as the underwriters determine in their sole discretion will not jeopardize the success of the offering by the Company. If the total amount of securities, including Registrable Securities, requested by stockholders Purchaser or its Transferees to be included in such offering exceeds the amount of securities sold other than by the Company that the underwriters determine in their sole discretion is compatible with the success of the offering, then the Company shall be required to include in the offering only that number of such securities, including Registrable Securities, which the underwriters determine in their sole discretion will not jeopardize the success of the offering (the securities so included to be apportioned pro rata among the selling stockholders shareholders according to the total amount of securities entitled to be included therein owned by each selling stockholder shareholder or in such other proportions as shall mutually be agreed to by such selling stockholdersshareholders) but in no event shall (i) any shares being sold by a Purchaser or its Transferee exercising a demand registration right set forth in Section 5.1 be excluded from such offering and (ii) the amount of securities of the selling Holders Purchaser or its Transferees included in the offering be reduced below 40% ten percent (10%) of the total amount of securities included in such offering, unless such offering is the initial first public offering of the Company’s securities's securities made after the date of this Agreement, in which case, except as provided in (i) the selling stockholders shareholders may be excluded if the underwriters make the determination described above and no other stockholder’s shareholder's securities are included. For purposes of the preceding parenthetical concerning apportionment, for any selling stockholder shareholder which is a holder of Registrable Securities and which is a venture capital fund, or a partnership or corporation, the Affiliated Funds, partners, retired partners and stockholders shareholders of such holder, or the estates and family members of any such partners and retired partners and any trusts for the benefit of any of the foregoing persons shall be deemed to be a single “"selling stockholdershareholder,” " and any pro-pro rata reduction with respect to such “"selling stockholder” shareholder" shall be based upon the aggregate amount of shares carrying registration rights owned by all entities and individuals included in such “"selling stockholdershareholder,” " as defined in this sentence.

Underwriting Requirements. In connection with any offering involving an underwriting of shares of the Company’s capital stock, the Company shall not be required under Section 1.3 to include any of the Holders’ securities in such underwriting unless they accept the terms of the underwriting as agreed upon between the Company and the underwriters selected by the Company it (or by other persons entitled to select the underwriters), and then only in such quantity as the underwriters determine in their sole discretion will not jeopardize the success of the offering by the Company. If the total amount of securities, including Registrable Securities, requested by stockholders holders of capital stock to be included in such offering exceeds the amount of securities sold other than by the Company that the underwriters determine in their sole discretion is compatible with the success of the offering, then the Company shall be required to include in the offering only that number of such securities, including Registrable Securities, which the underwriters determine in their sole discretion will not jeopardize the success of the offering (the securities so included to be apportioned pro rata among the selling stockholders security holders according to the total amount of securities entitled to be included therein owned by each selling stockholder security holder or in such other proportions as shall mutually be agreed to by such selling stockholderssecurity holders) but in no event shall (a) the amount of securities of the selling Holders included in the offering be reduced below 4020% of the total amount of securities included in such offering, unless such offering is the initial public offering of the Company’s securities, in which case, the selling stockholders security holders may be excluded if the underwriters make the determination described above and no other stockholderholder’s securities are includedincluded or (b) any securities held by a Founder be included if any securities held by any selling Holder are excluded. For purposes of the preceding parenthetical concerning apportionment, for any selling stockholder security holder which is a holder of Registrable Securities and which is a venture capital fund, or a partnership or corporation, the Affiliated Funds, partners, retired partners and stockholders holders of capital stock 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 stockholdersecurity holder,” and any pro-rata reduction with respect to such “selling stockholdersecurity holder” shall be based upon the aggregate amount of shares carrying registration rights owned by all entities and individuals included in such “selling stockholdersecurity holder,” as defined in this sentence.

Underwriting Requirements. In connection with any offering involving an underwriting of shares of the Company’s capital stock, the Company shall not be required under Section 1.3 to include any of the Holders’ securities in such underwriting unless they accept the terms of the underwriting as agreed upon between the Company and the underwriters selected by the Company (or by other persons entitled to select the underwriters)Company, and then only in such quantity as the underwriters and the Company determine in their sole discretion will not jeopardize the success of the offering by the Company. If the total amount of securities, including Registrable Securities, requested by stockholders shareholders to be included in such offering exceeds the amount of securities sold other than by the Company that the underwriters and the Company determine in their sole discretion is compatible with the success of the offering, then the Company shall be required to include in the offering only that number of such securities, including Registrable Securities, which the underwriters and the Company determine in their sole discretion will not jeopardize the success of the offering (the securities so included to be apportioned pro rata among the selling stockholders shareholders according to the total amount of securities entitled to be included therein owned by each selling stockholder shareholder or in such other proportions as shall mutually be agreed to by such selling stockholdersshareholders) but in no event shall (i) the amount of securities of the selling Holders included in the offering be reduced below 40% twenty five percent (25%) of the total amount of securities included in such offering, unless such offering is the initial public offering of the Company’s securities, securities in which case, case the selling stockholders shareholders may be excluded if the underwriters make the determination described above and no other stockholder’s securities are includedabove. For purposes of the preceding parenthetical concerning apportionment, for any selling stockholder shareholder which is a holder of Registrable Securities and which is a venture capital fund, or a partnership or corporation, the Affiliated Funds, partners, retired partners and stockholders shareholders of such holder, or the estates and family members of any such partners and retired partners and any trusts for the benefit of any of the foregoing persons shall be deemed to be a single “selling stockholdershareholder,” and any pro-rata reduction with respect to such “selling stockholdershareholder” shall be based upon the aggregate amount of shares carrying registration rights owned by all entities and individuals included in such “selling stockholdershareholder,” as defined in this sentence.

Underwriting Requirements. In connection with any offering involving an underwriting of shares of the Company’s capital stockstock pursuant to Section 2.2, the Company shall not be required under Section 1.3 to include any of the Holders’ securities in such underwriting unless they accept the terms of the underwriting as agreed upon between the Company and the underwriters selected by the Company (or by other persons entitled to select the its underwriters), and then only in such quantity as the underwriters determine in their sole discretion will not jeopardize the success of the offering by the Company. If the total amount number of securities, including Registrable Securities, requested by stockholders to be included in such offering exceeds the amount of securities to be sold other than by the Company that the underwriters determine in their sole reasonable discretion is compatible with the success of the offering, then the Company shall be required to include in the offering only that number of such securities, including Registrable Securities, which the underwriters and the Company determine in their sole discretion will not jeopardize the success of the offering. In no event shall any Registrable Securities be excluded from such offering (unless all other stockholders’ securities have been first excluded. In the securities so event that the underwriters determine that less than all of the Registrable Securities requested to be registered can be included to in such offering, then the Registrable Securities that are included in such offering shall be apportioned pro rata among the selling stockholders according to Holders based on the total amount number of securities entitled to be included therein owned Registrable Securities then outstanding deemed held by each all selling stockholder Holders or in such other proportions as shall mutually be agreed to by all such selling stockholders) but Holders. Notwithstanding the foregoing, in no event shall the amount of securities of the selling Holders included in the offering be reduced below 40% twenty-five percent (25%) of the total amount of securities included in such offering, unless such offering is the initial public offering of the Company’s securities, IPO in which case, case the selling stockholders Holders may be excluded beyond this amount if the underwriters make the determination described above and no other stockholder’s securities are includedincluded in such offering. For purposes of the preceding parenthetical concerning apportionment, for any selling stockholder which is a holder Holder of Registrable Securities and which is a venture capital an investment fund, or a partnership partnership, limited liability company or corporation, the Affiliated Fundspartners, members, retired partners, retired partners members, stockholders and stockholders Affiliates of such holderHolder, or the estates and family members of any such partners partners, retired partners, members and retired partners members and any trusts for the benefit of any of the foregoing persons shall be deemed to be a single “selling stockholder,” Holder”; and for any other selling stockholder which is a Holder of Registrable Securities, any entities affiliated with such selling stockholder or the estates and family members of any such selling stockholder 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 stockholderHolder” shall be based upon the aggregate amount of shares carrying registration rights owned by all entities and individuals included in such “selling stockholderHolder,” as defined in this sentence.

Underwriting Requirements. In connection with any offering ------------------------- involving an underwriting of shares of the Company’s 's capital stock, the Company shall not be required under Section 1.3 to include any of the Holders’ ' securities in such underwriting unless they accept the terms of the underwriting as agreed upon between the Company and the underwriters selected by the Company it (or by other persons entitled to select the underwriters), and then only in such quantity as the underwriters determine in their sole discretion will not jeopardize the success of the offering by the Company. If the total amount of securities, including Registrable Securities, requested by stockholders to be included in such offering exceeds the amount of securities sold other than by the Company that the underwriters determine in their sole discretion is compatible with the success of the offering, then the Company shall be required to include in the offering only that number of such securities, including Registrable Securities, which the underwriters determine in their sole discretion will not jeopardize the success of the offering (the securities so included to be apportioned pro rata among the selling stockholders according to the total amount of securities entitled to be included therein owned by each selling stockholder or in such other proportions as shall mutually be agreed to by such selling stockholders) but in no event shall (i) the amount of securities of the selling Holders included in the offering be reduced below 40% thirty percent (30%) of the total amount of securities included in such offering, unless such offering is the initial public offering of the Company’s securities, 's securities in which case, case the selling stockholders may be excluded if the underwriters make the determination described above and no other stockholder’s 's securities are includedincluded or (ii) notwithstanding (i) above, any shares being sold by a stockholder exercising a demand registration right similar to that granted in Section 1.2 be excluded from such offering. For purposes of the preceding parenthetical concerning apportionment, for any selling stockholder which is a holder of Registrable Securities and which is a venture capital fund, or a partnership or corporation, the Affiliated 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 stockholder,” ", and any pro-rata reduction with respect to such “"selling stockholder” " shall be based upon the aggregate amount of shares carrying registration rights owned by all entities and individuals included in such “"selling stockholder,” ", as defined in this sentence.

Underwriting Requirements. In connection with any offering involving an underwriting of shares of the Company’s capital stock, the Company shall not be required under Section 1.3 to include any of the Holders’ securities in such underwriting unless they accept the terms of the underwriting as agreed upon between the Company and the underwriters selected by the Company it (or by other persons entitled to select the underwriters), and then only in such quantity as the underwriters determine in their sole discretion will not jeopardize the success of the offering by the Company. If the total amount of securities, including Registrable Securities, requested by stockholders to be included in such offering exceeds the amount of securities sold other than by the Company that the underwriters determine in their sole discretion is compatible with the success of the offering, then the Company shall be required to include in the offering only that number of such securities, including Registrable Securities, which the underwriters determine in their sole discretion will not jeopardize the success of the offering (the securities so included to be apportioned pro rata among the selling stockholders according to the total amount of securities entitled to be included therein owned by each selling stockholder or in such other proportions as shall mutually be agreed to by such selling stockholders) but in no event shall (i) the amount of securities of the selling Holders included in the offering be reduced below 4025% of the total amount of securities included in such offering, unless such offering is the initial public offering of the Company’s securities, in which case, the selling stockholders may be excluded if the underwriters make the determination described above and no other stockholder’s securities are includedincluded or (ii) any securities held by an employee or director of the Company or a Founder (including any transferees (other than the Investors) thereof) be included if any securities held by any selling Holder (other than a Founder or any transferee (other than the Investors) thereof) are excluded. For purposes of the preceding parenthetical concerning apportionment, for any selling stockholder which is a holder of Registrable Securities and which is a venture capital fund, or a partnership or partnership, entity, corporation, the or limited liability company, Affiliated 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 stockholder,” and any pro-rata reduction with respect to such “selling stockholder” shall be based upon the aggregate amount of shares carrying registration rights owned by all entities and individuals included in such “selling stockholder,” Funds (as defined in this sentence.below),

Underwriting Requirements. In connection with any offering involving an underwriting of shares of the Company’s capital stock, the Company shall not be required under Section 1.3 to include any of the Holders’ securities in such underwriting unless they accept the terms of the underwriting as agreed upon between the Company and the underwriters selected by the Company (or by other persons entitled to select the underwriters)) (provided, however, that such agreement shall not provide for indemnification or contribution obligations on the part of the Holders materially greater than the obligations of the Holders under Section 1.10(b) hereof) and then only in such quantity as the underwriters determine in their sole discretion will not jeopardize the success of the offering by the Company. If the total amount of securities, including Registrable Securities, requested by stockholders to be included in such offering exceeds the amount of securities sold other than by the Company that the underwriters determine in their sole discretion is compatible with the success of the offering, then the Company shall be required to include in the offering only that number of such securities, including Registrable Securities, which the underwriters determine in their sole discretion will not jeopardize the success of the offering (the securities so included to be apportioned pro rata among the selling stockholders according to the total amount of securities entitled to be included therein owned by each selling stockholder or in such other proportions as shall mutually be agreed to by such selling stockholders) but in no event shall the amount of securities of the selling Holders included in the offering be reduced below 4030% of the total amount of securities included in such offering, unless such offering is the initial public offering of the Company’s securitiesIPO, in which case, the selling stockholders may be excluded partially or entirely if the underwriters make the determination described above and no other stockholder’s securities are included. For purposes of the preceding parenthetical concerning apportionment, for any selling stockholder which is a holder of Registrable Securities and which is a venture capital fund, or a partnership or corporation, the Affiliated Funds, partners, retired partners and stockholders of such holderHolder, 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 stockholder,” and any pro-rata reduction with respect to such “selling stockholder” shall be based upon the aggregate amount of shares carrying registration rights owned by all entities and individuals included in such “selling stockholder,” as defined in this sentence.

Underwriting Requirements. In connection with any offering involving an underwriting of shares of the Company’s share capital stockpursuant to Section 2, the Company shall not be required under Section 1.3 to include any of the Holders’ securities in such underwriting unless they accept the terms of the underwriting as agreed upon between the Company and the underwriters selected by the Company (or by other persons entitled to select the its underwriters), and then only in such quantity as the underwriters determine in their sole discretion will not jeopardize the success of the offering by the Company. If the total amount number of securities, including Registrable Securities, requested by stockholders shareholders to be included in such offering exceeds the amount of securities to be sold other than by the Company that the underwriters determine in their sole reasonable discretion is compatible with the success of the offering, then the Company shall be required to include in the offering only that number of such securities, including Registrable Securities, which the underwriters and the Company determine in their sole discretion will not jeopardize the success of the offering. In no event shall any Registrable Securities be excluded from such offering (unless all other shareholders’ securities have been first excluded. In the securities so event that the underwriters determine that less than all of the Registrable Securities requested to be registered shall be included to in such offering, then the Registrable Securities that are included in such offering shall be apportioned pro rata among the selling stockholders according to Holders based on the total amount number of securities entitled to be included therein owned Registrable Securities held by each all selling stockholder Holders or in such other proportions as shall mutually be agreed to by all such selling stockholders) but Holders. Notwithstanding the foregoing, in no event shall the amount of securities of the selling Holders included in the offering be reduced below 40% twenty-five percent (25%) of the total amount of securities included in such offering, unless such offering is the initial public offering of the Company’s securities, IPO in which case, case the selling stockholders Holders may be excluded beyond this amount if the underwriters make the determination described above and no other stockholdershareholder’s securities are includedincluded in such offering. For purposes of the preceding parenthetical concerning apportionment, for any selling stockholder shareholder which is a holder Holder of Registrable Securities and which is a venture capital an investment fund, or a partnership partnership, limited liability company or corporation, the Affiliated Fundspartners, members, retired partners, retired partners members, shareholders and stockholders Affiliates of such holderHolder, or the estates and family members of any such partners partners, retired partners, members and retired partners members and any trusts for the benefit of any of the foregoing persons shall be deemed to be a single “selling stockholder,” Holder”, and any pro-rata reduction with respect to such “selling stockholderHolder” shall be based upon the aggregate amount of shares carrying registration rights owned by all entities and individuals included in such “selling stockholderHolder,” as defined in this sentence.

Underwriting Requirements. In connection with any offering involving an underwriting of shares of the Company’s 's capital stock, the Company shall not be required under Section 1.3 to include any of the Holders’ ' securities in such underwriting unless they accept the terms of the underwriting as agreed upon between the Company and the underwriters selected by the Company it (or by other persons entitled to select the underwriters), and then only in such quantity as the underwriters determine in their sole discretion will not jeopardize the success of the offering by the Company. If the total amount of securities, including Registrable Securities, requested by stockholders to be included in such offering exceeds the amount of securities sold other than by the Company that the underwriters determine in their sole discretion is compatible with the success of the offering, then the Company shall be required to include in the offering only that number of such securities, including Registrable Securities, which that the underwriters determine in their sole discretion will not jeopardize the success of the offering (the securities so included to be apportioned pro rata among the selling stockholders according to the total amount of securities entitled to be included therein owned by each selling stockholder or in such other proportions as shall mutually be agreed to by such selling stockholders) , but in no any event shall subject to the amount apportionment rights of securities certain selling stockholders under Section 1.8 of the selling Holders included in Registration Rights Agreement, dated October 20, 1997, between the offering be reduced below 40% of the total amount of securities included in such offering, unless such offering is the initial public offering Company and certain stockholders of the Company’s securities, in which case, the selling stockholders may be excluded if the underwriters make the determination described above and no other stockholder’s securities are included). For purposes of the preceding parenthetical concerning apportionment, for any selling stockholder which that is a holder Holder of Registrable Securities and which that is a venture capital fund, or a partnership or corporation, the Affiliated Funds, corporate partners, retired partners and stockholders of such holderHolder, 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 stockholder,” " and any pro-rata reduction with respect to such “"selling stockholder” " shall be based upon the aggregate amount of shares carrying registration rights owned by all entities and individuals included in such “"selling stockholder,” " as defined in this sentence.

Underwriting Requirements. In connection with any offering involving an underwriting of shares of the Company’s capital stockstock pursuant to Section 2.2, the Company shall not be required under Section 1.3 to include any of the Holders’ securities in such underwriting unless they accept the terms of the underwriting as agreed upon between the Company and the underwriters selected by the Company (or by other persons entitled to select the its underwriters), and then only in such quantity as the underwriters determine in their sole discretion will not jeopardize the success of the offering by the Company. If the total amount number of securities, including Registrable Securities, requested by stockholders to be included in such offering exceeds the amount of securities to be sold other than by the Company that the underwriters determine in their sole reasonable discretion is compatible with the success of the offering, then the Company shall be required to include in the offering only that number of such securities, including Registrable Securities, which the underwriters and the Company determine in their sole discretion will not jeopardize the success of the offering. In no event shall any Registrable Securities be excluded from such offering (unless all other stockholders’ securities have been first excluded. In the securities so event that the underwriters determine that less than all of the Registrable Securities requested to be registered can be included to in such offering, then the Registrable Securities that are included in such offering shall be apportioned pro rata among the selling stockholders according to Holders based on the total amount number of securities entitled to be included therein owned Registrable Securities held by each all selling stockholder Holders or in such other proportions as shall mutually be agreed to by all such selling stockholders) but Holders. Notwithstanding the foregoing, in no event shall the amount of securities of the selling Holders included in the offering be reduced below 40% twenty percent (20%) of the total amount of securities included in such offering, unless such offering is the initial public offering of the Company’s securities, IPO in which case, case the selling stockholders Holders may be excluded beyond this amount if the underwriters make the determination described above and no other stockholder’s securities are includedincluded in such offering. For purposes of the preceding parenthetical concerning apportionment, for any selling stockholder which is a holder Holder of Registrable Securities and which is a venture capital an investment fund, or a partnership partnership, limited liability company or corporation, the Affiliated Fundspartners, members, retired partners, retired partners members, stockholders and stockholders Affiliates of such holderHolder, or the estates and family members of any such partners partners, retired partners, members and retired partners members and any trusts for the benefit of any of the foregoing persons shall be deemed to be a single “selling stockholder,” Holder”, and any pro-rata reduction with respect to such “selling stockholderHolder” shall be based upon the aggregate amount of shares carrying registration rights owned by all entities and individuals included in such “selling stockholderHolder,” as defined in this sentence.

Underwriting Requirements. In connection with any offering involving an underwriting of shares of the Company’s capital stock, the Company shall not be required under Section 1.3 to include any of the Holders’ securities in such underwriting unless they accept the terms of the underwriting as agreed upon between the Company and the underwriters selected by the Company it (or by other persons entitled to select the underwriters), and then only in such quantity as the underwriters determine in their sole discretion will not jeopardize the success of the offering by the Company. If the total amount of securities, including Registrable Securities, requested by stockholders holders of capital stock to be included in such offering exceeds the amount of securities sold other than by the Company that the underwriters determine in their sole discretion is compatible with the success of the offering, then the Company shall be required to include in the offering only that number of such securities, including Registrable Securities, which the underwriters determine in their sole discretion will not jeopardize the success of the offering (the securities so included to be apportioned pro rata among the selling stockholders security holders according to the total amount of securities entitled to be included therein owned by each selling stockholder security holder or in such other proportions as shall mutually be agreed to by such selling stockholderssecurity holders) but in no event shall (a) the amount of securities of the selling Holders included in the offering be reduced below 4025% of the total amount of securities included in such offering, unless such offering is the initial public offering of the Company’s securities, in which case, the selling stockholders security holders may be excluded if the underwriters make the determination described above and no other stockholderholder’s securities are includedincluded or (b) any securities held by a Founder or any other stockholder that is not a Holder be included if any securities held by any selling Holder that is not a Founder are excluded. For purposes of the preceding parenthetical concerning apportionment, for any selling stockholder security holder which is a holder of Registrable Securities and which is a venture capital fund, or a partnership or corporation, the Affiliated Funds, partners, retired partners and stockholders holders of capital stock 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 stockholdersecurity holder,” and any pro-rata reduction with respect to such “selling stockholdersecurity holder” shall be based upon the aggregate amount of shares carrying registration rights owned by all entities and individuals included in such “selling stockholdersecurity holder,” as defined in this sentence.

Underwriting Requirements. In connection with any offering involving an underwriting of shares of the CompanyCorporation’s capital stock, the Company Corporation shall not be required under Section 1.3 to include any of the Holders’ securities in such underwriting unless they accept the terms of the underwriting as agreed upon between the Company Corporation and the underwriters selected by the Company Corporation (or by other persons entitled to select the underwriters), and then only in such quantity as the underwriters determine in their sole discretion will not jeopardize the success of the offering by the CompanyCorporation. If the total amount of securities, including Registrable Securities, requested by stockholders to be included in such offering exceeds the amount of securities sold other than by the Company Corporation that the underwriters determine in their sole discretion is compatible with the success of the offering, then the Company Corporation shall be required to include in the offering only that number of such securities, including Registrable Securities, which the underwriters determine in their sole discretion will not jeopardize the success of the offering (the securities so included to be apportioned pro rata among the selling stockholders according to the total amount of securities entitled to be included therein owned by each selling stockholder or in such other proportions as shall mutually be agreed to by such selling stockholders) but in no event shall the amount of securities of the selling Holders included in the offering be reduced below 4025% of the total amount of securities included in such offering, unless such offering is the “new” initial public offering of the CompanyCorporation’s securities, in which case, the selling stockholders may be excluded if the underwriters make the determination described above and no other stockholder’s securities are included. For purposes of the preceding parenthetical concerning apportionment, for any selling stockholder which is a holder of Registrable Securities and which is a venture capital fund, or a partnership or corporation, the Affiliated 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 stockholder,” and any pro-rata reduction with respect to such “selling stockholder” shall be based upon the aggregate amount of shares carrying registration rights owned by all entities and individuals included in such “selling stockholder,” as defined in this sentence.

Underwriting Requirements. In connection with any offering involving an underwriting of shares of the Company’s capital stockunderwriting, the Company shall will not be required under Section 1.3 to include any of the Holders’ ' securities in such underwriting unless they accept the terms of the Holders enter into an underwriting as agreement, in reasonable and customary form, agreed upon between the Company Company, the underwriters and the underwriters selected by the Company (or by other persons entitled to select the underwriters), and then only in such quantity as the underwriters determine in their sole discretion will not jeopardize the success holders of a majority of the offering by the CompanyRegistrable Securities to be registered. If the total amount of securities, including Registrable Securities, requested by stockholders securities the Holders want to be included include in such the offering exceeds the amount of securities sold other than by the Company that the underwriters determine in their sole discretion reasonably believe is compatible with the success of the offering, then the Company shall will be required to include in the offering only that number of such securities, including those Registrable Securities, which Securities the underwriters determine in their sole discretion believe will not jeopardize the success of the offering (the securities so included to be apportioned pro rata among the selling stockholders according to the total amount of securities entitled to be included therein owned by each selling stockholder or in such other proportions as shall mutually be agreed to by such selling stockholders) but in offering. In no event shall will the amount of securities of the selling Holders included in the offering be reduced below 40% twenty percent (20%) of the total amount of securities included in such offering, unless such offering is the initial public offering of the Company’s securities, an IPO in which case, case the selling stockholders Holders' shares may be excluded if the underwriters make the determination described above and no other stockholder’s shareholder's securities are included. For purposes If Holders' shares are excluded from the offering, they will be excluded pro rata among the Holders based on their holdings relative to all Holders and as may otherwise be required by the underwriters based on the underwriters' assessment of the preceding parenthetical concerning apportionment, for any selling stockholder which is a holder market conditions. Any Holder of Registrable Securities and which that is a venture capital fundpartnership, or a partnership limited liability company or corporation, the Affiliated Funds, partners, retired partners partners, members and stockholders shareholders of such holderHolder, or the estates and family members of any such partners and retired partners persons will be deemed a single "selling shareholder," and any trusts for the benefit of any of the foregoing persons shall be deemed to be a single “selling stockholder,” and any pro-pro rata reduction with respect to such “selling stockholder” shall will be based upon the aggregate amount of shares carrying registration rights Registrable Securities owned by all entities and individuals included in such “"selling stockholder,” as defined in this sentenceshareholder."

Underwriting Requirements. In connection with any offering involving an underwriting of shares of the Company’s 's capital stock, the Company shall not be required under Section 1.3 1.2 to include any of the Holders’ ' securities in such underwriting unless they accept the terms of the underwriting as agreed upon between the Company and the underwriters selected by the Company it (or by other persons entitled to select the underwriters), and then only in such quantity as the underwriters determine in their sole discretion will not jeopardize the success of the offering by the Company. If the total amount of securities, including Registrable Securities, requested by stockholders to be included in such offering exceeds the amount of securities sold other than by the Company that the underwriters determine in their sole discretion is compatible with the success of the offering, then the Company shall be required to include in the offering only that number of such securities, including Registrable Securities, which the underwriters determine in their sole discretion will not jeopardize the success of the offering (the securities so included to be apportioned pro rata among the selling stockholders according to the total amount of securities entitled to be included therein owned by each selling stockholder or in such other proportions as shall mutually be agreed to by such selling stockholders) but in no event shall the amount of securities of the selling Holders included in the offering be reduced below 40% twenty percent (20%) of the total amount of securities included in such offering, unless such offering is the initial public offering of the Company’s 's securities, in which case, case the selling stockholders may be excluded if the underwriters make the determination described above and no other stockholder’s 's securities are included. For purposes of the 3 6 preceding parenthetical concerning apportionment, for any selling stockholder which is a holder of Registrable Securities and which is a venture capital fund, or a partnership or corporation, the Affiliated 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 stockholder,” " and any pro-pro rata reduction with respect to such “"selling stockholder” " shall be based upon the aggregate amount of shares carrying registration rights owned by all entities and individuals included in such “"selling stockholder,” " as defined in this sentence.

Underwriting Requirements. In connection with any offering involving an underwriting of shares of the Company’s capital stock, the Company shall not be required under Section 1.3 2.3 to include any of the Holders’ securities in such underwriting unless they accept the terms of the underwriting as agreed upon between the Company and the underwriters selected by the Company it (or by other persons entitled to select the underwriters), and then only in such quantity as the underwriters determine in their sole discretion will not jeopardize the success of the offering by the Company. If the total amount of securities, including Registrable Securities, requested by stockholders holders of capital stock to be included in such offering exceeds the amount of securities sold other than by the Company that the underwriters determine in their sole discretion is compatible with the success of the offering, then the Company shall be required to include in the offering only that number of such securities, including Registrable Securities, which the underwriters determine in their sole discretion will not jeopardize the success of the offering (the securities so included to be apportioned pro rata among the selling stockholders security holders according to the total amount of securities entitled to be included therein owned by each selling stockholder security holder or in such other proportions as shall mutually be agreed to by such selling stockholderssecurity holders) but in no event shall (a) the amount of securities of the selling Holders included in the offering be reduced below 4020% of the total amount of securities included in such offering, unless such offering is the initial public offering of the Company’s securities, in which case, the selling stockholders security holders may be excluded if the underwriters make the determination described above and no other stockholdersecurity holder’s securities are includedincluded or (b) any Other Registrable Securities be included until Holders of Series G Registrable Securities, Series F Registrable Securities, Series E Registrable Securities, Series D Registrable Securities and Series C Registrable Securities that have requested to include Registrable Securities therein shall have received (or will receive in such registration) an amount equal to the original purchase price of their shares of Series G Preferred Stock, Series F Preferred Stock, Series E Preferred Stock, Series D Preferred Stock and Series C Preferred Stock, respectively. For purposes of the preceding parenthetical concerning apportionment, for any selling stockholder security holder which is a holder of Registrable Securities and which is a venture capital fund, or a partnership or corporation, the Affiliated Funds, partners, retired partners and stockholders partners, holders of capital stock of such holder, or the estates and family members of any such partners and retired partners partners, any Affiliated Fund, and any trusts for the benefit of any of the foregoing persons shall be deemed to be a single “selling stockholdersecurity holder,” and any pro-rata reduction with respect to such “selling stockholdersecurity holder” shall be based upon the aggregate amount of shares carrying registration rights owned by all entities and individuals included in such “selling stockholdersecurity holder,” as defined in this sentence.

Underwriting Requirements. In connection with any offering involving an underwriting of shares of the Company’s capital stock, the Company shall not be required under Section 1.3 to include any of the Holders’ securities in such underwriting unless they accept the terms of the underwriting as agreed upon between the Company and the underwriters selected by the Company it (or by other persons entitled to select the underwriters), and then only in such quantity as the underwriters determine in their sole discretion will not jeopardize the success of the offering by the Company. If the total amount of securities, including Registrable Securities, requested by stockholders to be included in such offering exceeds the amount of securities sold other than by the Company that the underwriters determine in their sole discretion is compatible with the success of the offering, then the Company shall be required to include in the offering only that number of such securities, including Registrable Securities, which the underwriters determine in their sole discretion will not jeopardize the success of the offering (the securities so included to be apportioned pro rata among the selling stockholders according to the total amount of securities entitled to be included therein owned by each selling stockholder or in such other proportions as shall mutually be agreed to by such selling stockholders) but ); provided that in no event shall the amount of securities of the selling Holders included in the offering be reduced (x) below 40% thirty percent (30%) of the total amount of securities included in such offering, unless such offering is the initial public offering of the Company’s securitiesQualified IPO, in which case, the selling stockholders may be excluded if the underwriters make the determination described above and no other stockholder’s securities are includedincluded or any securities held by a Founder be included in such offering if any Registrable Securities held by any Holder (and that such Holder has requested to be registered) are excluded from such offering or (y) until all Founders’ Stock is first excluded from such offering. For purposes of the preceding parenthetical concerning apportionment, for any selling stockholder which is a holder of Registrable Securities and which is a venture capital fundpartnership, or a partnership limited liability company or corporation, the Affiliated Funds, partners, retired partners partners, members, retired members and stockholders of such holder, or the estates and family members of any such partners and partners, retired partners partners, members, retired members and any trusts for the benefit of any of the foregoing persons shall be deemed to be a single “selling stockholder,” and any pro-rata reduction with respect to such “selling stockholder” shall be based upon the aggregate amount of shares carrying registration rights owned by all entities and individuals included in such “selling stockholder,” as defined in this sentence.

Underwriting Requirements. In connection with any offering involving an underwriting of shares of the Company’s capital stock, the Company shall not be required under Section 1.3 to include any of the Holders’ securities in such underwriting unless they accept the terms of the underwriting as agreed upon between the Company and the underwriters selected by the Company it (or by other persons entitled to select the underwriters), and then only in such quantity as the underwriters determine in their sole discretion will not jeopardize the success of the offering by the Company. If the total amount of securities, including Registrable Securities, requested by stockholders to be included in such offering exceeds the amount of securities sold other than by the Company that the underwriters determine in their sole discretion is compatible with the success of the offering, then the Company shall be required to include in the offering only that number of such securities, including Registrable Securities, which the underwriters determine in their sole discretion will not jeopardize the success of the offering (the securities so included to be apportioned pro rata among the selling stockholders according to the total amount of securities entitled to be included therein owned by each selling stockholder or in such other proportions as shall mutually be agreed to by such selling stockholders) but in no event shall (i) the amount of securities of the selling Holders included in the offering be reduced below 4030% of the total amount of securities included in such offering, unless such offering is the initial public offering of the Company’s securities, in which case, the selling stockholders may be excluded if the underwriters make the determination described above and no other stockholder’s securities are includedincluded or (ii) without the consent of the holders of a majority of the Registrable Securities, any securities held by any non-Holder be included if any securities held by any selling Holder are excluded. For purposes of the preceding parenthetical concerning apportionment, for any selling stockholder which is a holder Holder of Registrable Securities and which is a venture capital fundlimited liability company, or a partnership or corporation, the Affiliated Funds, partners, retired partners partners, Affiliated Funds and stockholders of such holderHolder, 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 stockholder,” and any pro-rata reduction with respect to such “selling stockholder” shall be based upon the aggregate amount of shares carrying registration rights owned by all entities and individuals included in such “selling stockholder,” as defined in this sentence.

Underwriting Requirements. In connection with any offering involving an underwriting of shares of the Company’s capital stock, the Company shall not be required under Section 1.3 1.03 to include any of the Holders’ securities in such underwriting unless they accept the terms of the underwriting as agreed upon between the Company and the underwriters selected by the Company (or by other persons entitled to select the underwriters), and then only in such quantity as the underwriters determine in their sole reasonable discretion will not jeopardize the success of the offering by the Company. If the total amount of securities, including Registrable Securities, requested by stockholders to be included in such offering exceeds the amount of securities sold other than by the Company that the underwriters determine in their sole reasonable discretion is compatible with the success of the offering, then the Company shall be required to include in the offering only that number of such securities, including Registrable Securities, which the underwriters determine in their sole reasonable discretion will not jeopardize the success of the offering (the securities so included to be apportioned pro rata among the selling stockholders according to the total amount of securities entitled to be included therein owned by each selling stockholder or in such other proportions as shall mutually be agreed to by such selling stockholders) but in no event shall the amount of securities of the selling Holders included in the offering be reduced below 40% twenty percent (20%) of the total amount of securities included in such offering, unless such offering is the initial public offering of the Company’s securitiesa Qualified Offering, in which case, the selling stockholders may be excluded if the underwriters make the determination described above and no other stockholder’s securities are included. For purposes of the preceding parenthetical concerning apportionment, for any selling stockholder which is a holder of Registrable Securities Holder and which is a private equity or venture capital fund, or a partnership or corporation, the Affiliated Funds, partners, retired partners and stockholders of such holderHolder, 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 stockholder,” and any pro-rata reduction with respect to such “selling stockholder” shall be based upon the aggregate amount of shares carrying registration rights owned by all entities and individuals included in such “selling stockholder,” as defined in this sentence.

Underwriting Requirements. In connection with any offering involving an underwriting of shares of the Company’s capital stock, the Company shall not be required under Section 1.3 to include any of the Holders’ securities in such underwriting unless they accept the terms of the underwriting as agreed upon between the Company and the underwriters selected by the Company it (or by other persons entitled to select the underwriters), and then only in such quantity as the underwriters determine in their sole discretion will not jeopardize the success of the offering by the Company. If the total amount of securities, including Registrable Securities, requested by stockholders holders of capital stock to be included in such offering exceeds the amount of securities sold other than by the Company that the underwriters determine in their sole discretion is compatible with the success of the offering, then the Company shall be required to include in the offering only that number of such securities, including Registrable Securities, which the underwriters determine in their sole discretion will not jeopardize the success of the offering (the securities so included to be apportioned pro rata among the selling stockholders security holders according to the total amount of securities entitled to be included therein owned by each selling stockholder security holder or in such other proportions as shall mutually be agreed to by such selling stockholderssecurity holders) but in no event shall (a) the amount of securities of the selling Holders included in the offering be reduced below 4030% of the total amount of securities included in such offering, unless such offering is the initial public offering of the Company’s securities, in which case, the selling stockholders security holders may be excluded if the underwriters make the determination described above and no other stockholderholder’s securities are includedincluded or (b) any other then-outstanding securities of the Company be included if any securities held by any selling Holder are excluded. For purposes of the preceding parenthetical concerning apportionment, for any selling stockholder security holder which is a holder of Registrable Securities and which is a venture capital fundpartnership, or a partnership limited liability company or corporation, the Affiliated Fundspartners, members, retired partners, retired partners members and stockholders holders of capital stock of such holder, or the estates and family members of any such partners, members, retired partners and retired partners members and any trusts for the benefit of any of the foregoing persons shall be deemed to be a single “selling stockholdersecurity holder,” and any pro-rata reduction with respect to such “selling stockholdersecurity holder” shall be based upon the aggregate amount of shares carrying registration rights owned by all entities and individuals included in such “selling stockholdersecurity holder,” as defined in this sentence.

Underwriting Requirements. In connection with any offering involving an underwriting of shares of the Company’s capital stockHoldings Common Stock, the Company Holdings shall not be required under Section 1.3 9(a) to include any of the Holders’ securities of Executive in the registration of the securities to be included in such underwriting, or in such underwriting itself, unless they accept Executive accepts the terms of the underwriting as agreed upon between the Company Holdings and the underwriters selected by the Company (or by other persons entitled to select the underwriters)it, and then only in such quantity as the underwriters determine in their sole discretion will not jeopardize the success of the offering by the CompanyHoldings. If the total amount of securities, including Registrable Securities, requested by stockholders Executive and any other stockholder of Holdings to be included in such offering offering, exceeds the amount number of securities sold other than by the Company that the underwriters determine in their sole discretion is compatible with the success of the offering, then the Company Holdings shall be required to include in the offering only that such number of such securities, including Registrable Securities, which Securities as the underwriters determine in their sole discretion will not jeopardize the success of the offering offering. In connection with any such offering, Holdings shall include in such registration (to the extent of the number which Holdings is so advised can be sold), first the securities, if any, being sold by Holdings, and second the securities proposed to be registered by WPG Corporate Development Associates V, L.P. or its affiliates, ▇▇▇▇▇▇▇ National Life Insurance Company or its affiliates and any similar third party investors granted piggy-back registration rights, and third, Executive and any other stockholders (including other employees of the Company) of Holdings not included in the foregoing second priority. The Registrable Securities so included to shall be apportioned among Executive and any other stockholders of Holdings pro rata among the selling stockholders according in proportion to the total amount of securities entitled to be included therein owned by each selling stockholder or in such other proportions as shall mutually be agreed to by such selling stockholders) but in no event shall the amount of securities of the selling Holders included in the offering be reduced below 40% of the total amount of securities included in such offering, unless such offering is the initial public offering of the Company’s securities, in which case, the selling stockholders may be excluded if the underwriters make the determination described above and no other stockholder’s securities are included. For purposes of the preceding parenthetical concerning apportionment, for any selling stockholder which is a holder number of Registrable Securities and which is a venture capital fundshares of Holdings Common Stock owned by them, or a partnership or corporationrespectively. Notwithstanding anything herein to the contrary, to the Affiliated Funds, partners, retired partners and stockholders of such holder, or extent the estates and family members of underwriters in any such partners and retired partners and Piggyback Registration determine that Executive must sell lesser pro rata shares than any trusts for the benefit of any of the foregoing persons other stockholder or no shares, Executive shall be deemed to be a single “selling stockholder,” and any pro-rata reduction with respect to sell such “selling stockholder” shall be based upon the aggregate lesser amount of shares carrying registration rights owned or no shares as determined by all entities such underwriters and individuals included the fact that Executive was required to sell such lesser amount of shares or no shares shall not affect the right of any other stockholders to include Holdings Common Stock in such “selling stockholder,” as defined in this sentenceregistration.

Underwriting Requirements. In connection with any ------------------------- offering involving an underwriting of shares of the Company’s Corporation's capital stock, the Company Corporation shall not be required under this Section 1.3 to include any of the Holders’ ' securities in such underwriting unless they accept the terms of the underwriting as agreed upon between the Company Corporation and the underwriters selected by the Company it (or by other persons entitled to select the underwriters), and then only in such quantity as the underwriters determine in their sole discretion will not jeopardize the success of the offering by the CompanyCorporation. If the total amount of securities, including Registrable Securities, requested by stockholders to be included in such offering exceeds the amount of securities sold other than by the Company Corporation that the underwriters determine in their sole discretion is compatible with the success of the offering, then the Company Corporation shall be required to include in the offering only that number of such securities, including Registrable Securities, which the underwriters determine in their sole discretion will not jeopardize the success of the offering (the offering. Allocation of securities so included to be apportioned pro sold in any such offering shall be made on a pro- rata basis among the selling stockholders according to the total amount number of securities held by each such selling stockholder and entitled to be included inclusion therein owned by each selling stockholder on the basis of a registration rights agreement now or in such other proportions as shall mutually be agreed to by such selling stockholders) but in no event shall hereafter entered into with the amount of securities of the selling Holders included in the offering be reduced below 40% of the total amount of securities included in such offering, unless such offering is the initial public offering of the Company’s securities, in which case, the selling stockholders may be excluded if the underwriters make the determination described above and no other stockholder’s securities are includedCorporation. For purposes of the preceding parenthetical concerning apportionmentallocation of securities to be included in any offering, for any selling stockholder which is a holder of Registrable Securities and which is a venture capital fund, or a partnership or corporation, the Affiliated Funds"affiliates" (as defined in Rule 405 under the Act), partners, retired partners and stockholders of such holderholder (and in the case of a partnership, any affiliated partnerships), 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 stockholder,” " and any pro-rata reduction with respect to such “"selling stockholder” " shall be based upon the aggregate amount of shares carrying registration rights owned by all entities and individuals included in such “"selling stockholder,” " as defined in this sentence.

Underwriting Requirements. In connection with any offering involving an underwriting of shares of the Company’s capital stock, the Company shall not be required under Section 1.3 to include any of the Holdersselling Investors’ securities in such underwriting unless they accept the terms of the underwriting as agreed upon between the Company and the underwriters selected by the Company (or by other persons entitled to select the underwriters), and then only in such quantity as the underwriters determine in their sole discretion will not jeopardize the success of the offering by the Company. If the total amount of securities, including Registrable Covered Securities, requested by stockholders to be included in such offering exceeds the amount of securities sold other than by the Company that the underwriters determine in their sole discretion is compatible with the success of the offering, then the Company shall be required to include in the offering only that number of such securities, including Registrable Covered Securities, which the underwriters determine in their sole discretion will not jeopardize the success of the offering (the securities so included to be apportioned pro rata among the selling stockholders according to the total amount of securities entitled to be included therein owned by each selling stockholder or in such other proportions as shall mutually be agreed to by such selling stockholders) but in no event shall the amount of securities of the selling Holders Investors included in the offering be reduced below 4025% of the total amount of securities included in such offering, unless such offering is the initial public offering of the Company’s securities, in which case, the selling stockholders may be excluded if the underwriters make the determination described above and no other stockholder’s securities are included. For purposes of the preceding parenthetical concerning apportionment, for any selling stockholder which is a holder of Registrable Covered Securities and which is a venture capital fund, or a partnership or corporation, the Affiliated 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 stockholder,” and any pro-rata reduction with respect to such “selling stockholder” shall be based upon the aggregate amount of shares carrying registration rights owned by all entities and individuals included in such “selling stockholder,” as defined in this sentence.

Underwriting Requirements. In connection with any offering involving an underwriting of shares of the Company’s capital stock, the Company shall not be required under Section 1.3 to include any of the Holders’ securities in such underwriting unless they accept the terms of the underwriting as agreed upon between the Company and the underwriters selected by the Company (or by other persons entitled to select the underwriters), and then only in such quantity as the underwriters determine in their sole discretion will not jeopardize the success of the offering by the Company. If the total amount of securities, including Registrable Securities, requested by stockholders to be included in such offering exceeds the amount of securities sold other than by the Company that the underwriters determine in their sole discretion is compatible with the success of the offering, then the Company shall be required to include in the offering only that number of such securities, including Registrable Securities, which the underwriters determine in their sole discretion will not jeopardize the success of the offering (the securities so included to be apportioned pro rata among the selling stockholders according to the total amount of securities entitled to be included therein owned by each selling stockholder or in such other proportions as shall mutually be agreed to by such selling stockholders) but in no event shall (i) the amount of securities of the selling Holders included in the offering be reduced below 4030% of the total amount of securities included in such offering, unless such offering is the initial public offering of the Company’s securities, in which case, the selling stockholders may be excluded if the underwriters make the determination described above and no other stockholder’s securities are includedincluded or (ii) any securities held by a Founder be included if any securities held by any selling Holder are excluded. For purposes of the preceding parenthetical concerning apportionment, for any selling stockholder which is a holder of Registrable Securities and which is a venture capital fund, or a partnership or corporation, the Affiliated 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 stockholder,” and any pro-rata reduction with respect to such “selling stockholder” shall be based upon the aggregate amount of shares carrying registration rights owned by all entities and individuals included in such “selling stockholder,” as defined in this sentence.

Underwriting Requirements. In connection with any offering ------------------------- involving an underwriting of shares of the Company’s 's capital stock, the Company shall not be required under Section 1.3 to include any of the Holders’ ' securities in such underwriting unless they accept the terms of the underwriting as agreed upon between the Company and the underwriters selected by the Company it (or by other persons entitled to select the underwriters), and then only in such quantity as the underwriters determine in their sole discretion will not jeopardize the success of the offering by the Company. If the total amount of securities, including Registrable Securities, requested by stockholders to be included in such offering exceeds the amount of securities sold other than by the Company that the underwriters determine in their sole discretion is compatible with the success of the offering, then the Company shall be required to include in the offering only that number of such securities, including Registrable Securities, which the underwriters determine in their sole discretion will not jeopardize the success of the offering (the securities so included to be apportioned pro rata among the selling stockholders according to the total amount of securities entitled to be included therein owned by each selling stockholder or in such other proportions as shall mutually be agreed to by such selling stockholders) ), but in no event shall (i) the amount of securities (not including Founders' Stock) of the selling Holders included in the offering be reduced unless the securities of all other selling shareholders (including Founders) are excluded entirely and (ii) the amount of securities (not including Founders' Stock) of the selling Holders included in the offering be reduced below 40% thirty percent (30%) of the total amount of securities included in such offering, unless such offering is the initial public offering of the Company’s securitiesIPO, in which case, case the selling stockholders may be excluded if the underwriters make the determination described above and no other stockholder’s securities are includedabove. For purposes of the preceding parenthetical concerning apportionment, for any selling stockholder which is a holder of Registrable Securities and which is a venture capital fund, or a partnership or corporation, the Affiliated 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 stockholder,” " and ------------------- any pro-rata reduction with respect to such “"selling stockholder” " shall be based upon the aggregate amount of shares carrying registration rights owned by all entities and individuals included in such “"selling stockholder,” " as defined in this sentence.

Underwriting Requirements. In connection with any offering involving an underwriting of shares of the Company’s 's capital stockstock pursuant to Section 2.1, the Company shall not be required under Section 1.3 to include any of the Holders’ ' securities in such underwriting unless they accept the terms of the underwriting as agreed upon between the Company and the underwriters selected by the Company (or by other persons entitled to select the its underwriters), and then only in such quantity as the underwriters determine in their sole discretion will not jeopardize the success of the offering by the Company. If the total amount number of securities, including Registrable Securities, requested by stockholders to be included in such offering exceeds the amount of securities to be sold other than by the Company that the underwriters determine in their sole reasonable discretion is compatible with the success of the offering, then the Company shall be required to include in the offering only that number of such securities, including Registrable Securities, which the underwriters and the Company determine in their sole discretion will not jeopardize the success of the offering. In no event shall any Registrable Securities be excluded from such offering (unless all other stockholders' securities have been first excluded. In the securities so event that the underwriters determine that less than all of the Registrable Securities requested to be registered can be included to in such offering, then the Registrable Securities that are included in such offering shall be apportioned pro rata among the selling stockholders according to Holders based on the total amount number of securities entitled to be included therein owned Registrable Securities held by each all selling stockholder Holders or in such other proportions as shall mutually be agreed to by all such selling stockholders) but Holders. Notwithstanding the foregoing, in no event shall the amount of securities of the selling Holders included in the offering be reduced below 40% thirty percent (30%) of the total amount of securities included in such offering, unless such offering is the initial public offering of the Company’s securities, in which case, the selling stockholders may be excluded if the underwriters make the determination described above and no other stockholder’s securities are included. For purposes of the preceding parenthetical provision concerning apportionment, for any selling stockholder which is a holder Holder of Registrable Securities and which is a venture capital an investment fund, or a partnership partnership, limited liability company or corporation, the Affiliated Fundspartners, members, retired partners, retired partners members, stockholders and stockholders Affiliates of such holderHolder, or the estates and family members of any such partners partners, retired partners, members and retired partners members and any trusts for the benefit of any of the foregoing persons shall be deemed to be a single “"selling stockholder,” Holder", and any pro-rata reduction with respect to such “"selling stockholder” Holder" shall be based upon the aggregate amount of shares carrying registration rights owned by all entities and individuals included in such “"selling stockholderHolder,” " as defined in this sentence.

Underwriting Requirements. In connection with any offering involving an underwriting of shares of the Company’s capital stock, the Company shall not be required under Section 1.3 to include any of the Holders’ securities in such underwriting unless they accept the terms of the underwriting as agreed upon between the Company and the underwriters selected by the Company it (or by other persons entitled to select the underwriters), and then only in such quantity as the underwriters determine in their sole discretion will not jeopardize the success of the offering by the Company. If the total amount of securities, including Registrable Securities, requested by stockholders holders of capital stock to be included in such offering exceeds the amount of securities sold other than by the Company that the underwriters determine in their sole discretion is compatible with the success of the offering, then the Company shall be required to include in the offering only that number of such securities, including Registrable Securities, which the underwriters determine in their sole discretion will not jeopardize the success of the offering (the securities so included to be apportioned pro rata among the selling stockholders security holders according to the total amount of securities entitled to be included therein owned by each selling stockholder security holder or in such other proportions as shall mutually be agreed to by such selling stockholderssecurity holders) but in no event shall (a) the amount of securities of the selling Holders included in the offering be reduced below 4030% of the total amount of securities included in such offering, unless such offering is the initial public offering of the Company’s securities, in which case, the selling stockholders security holders may be excluded if the underwriters make the determination described above and no other stockholderholder’s securities are includedincluded or (b) any securities held by a Founder be included if any securities held by any selling Holder are excluded. For purposes of the preceding parenthetical concerning apportionment, for any selling stockholder security holder which is a holder of Registrable Securities and which is a venture capital fund, or a partnership or corporation, the Affiliated Funds, partners, retired partners and stockholders holders of capital stock 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 stockholdersecurity holder,” and any pro-rata reduction with respect to such “selling stockholdersecurity holder” shall be based upon the aggregate amount of shares carrying registration rights owned by all entities and individuals included in such “selling stockholdersecurity holder,” as defined in this sentence.

Underwriting Requirements. In connection with any offering involving an underwriting of shares of the Company’s capital stock, the Company shall not be required under Section 1.3 to include any of the Holders’ securities in such underwriting unless they accept the terms of the underwriting as agreed upon between the Company and the underwriters selected by the Company it (or by other persons entitled to select the underwriters), and then only in such quantity as the underwriters determine in their sole discretion will not jeopardize the success of the offering by the Company. If the total amount of securities, including Registrable Securities, requested by stockholders to be included in such offering exceeds the amount of securities sold other than by the Company that the underwriters determine in their sole discretion is compatible with the success of the offering, then the Company shall be required to include in the offering only that number of such securities, including Registrable Securities, which the underwriters determine in their sole discretion will not jeopardize the success of the offering (the securities so included to be apportioned pro rata among the selling stockholders according to the total amount of securities entitled to be included therein owned by each selling stockholder or in such other proportions as shall mutually be agreed to by such selling stockholders) but in no event shall (i) the amount of securities of the selling Holders included in the offering be reduced below 4030% of the total amount of securities included in such offering, unless such offering is the initial public offering of the Company’s securities, in which case, the selling stockholders may be excluded if the underwriters make the determination described above and no other stockholder’s securities are includedincluded or (ii) without the consent of the holders of 60% of the Registrable Securities, any securities held by any non-Holder be included if any securities held by any selling Holder are excluded. For purposes of the preceding parenthetical concerning apportionment, for any selling stockholder which is a holder of Registrable Securities and which is a venture capital fund, or a partnership or corporation, the Affiliated 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 stockholder,” and any pro-rata reduction with respect to such “selling stockholder” shall be based upon the aggregate amount of shares carrying registration rights owned by all entities and individuals included in such “selling stockholder,” as defined in this sentence.

Underwriting Requirements. In connection with any offering involving an underwriting of shares of the Company’s 's capital stockstock pursuant to Section 2.2, the Company shall not be required under Section 1.3 to include any of the Holders’ ' securities in such underwriting unless they accept the terms of the underwriting as agreed upon between the Company and the underwriters selected by the Company (or by other persons entitled to select the its underwriters), and then only in such quantity as the underwriters determine in their sole discretion will not jeopardize the success of the offering by the Company. If the total amount number of securities, including Registrable Securities, requested by stockholders to be included in such offering exceeds the amount of securities to be sold other than by the Company that the underwriters determine in their sole reasonable discretion is compatible with the success of the offering, then the Company shall be required to include in the offering only that number of such securities, including Registrable Securities, which the underwriters and the Company determine in their sole discretion will not jeopardize the success of the offering. In no event shall any Registrable Securities be excluded from such offering unless all other securities held by officers, directors or greater than 5% stockholders (as determined in accordance with Rule 13d-1 of the securities so Exchange Act) also having registration rights are also reduced on a pro rata basis along with the holders of the Registrable Securities. In the event that the underwriters determine that less than all of the Registrable Securities requested to be registered can be included to in such offering, then the Registrable Securities that are included in such offering shall be apportioned pro rata among the selling stockholders according to Holders based on the total amount number of securities entitled to be included therein owned Registrable Securities held by each all selling stockholder Holders or in such other proportions as shall mutually be agreed to by all such selling stockholders) but Holders. Notwithstanding the foregoing, in no event shall ( the amount of securities of the selling Holders included in the offering be reduced below 40% twenty percent (20%) of the total amount of securities included in such offering, unless such offering is the initial public offering of the Company’s securities, in which case, the selling stockholders may be excluded if the underwriters make the determination described above and no other stockholder’s securities are included. For purposes of the preceding parenthetical concerning apportionment, for any selling stockholder which is a holder Holder of Registrable Securities and which is a venture capital an investment fund, or a partnership partnership, limited liability company or corporation, the Affiliated Fundspartners, members, retired partners, retired partners members, stockholders and stockholders Affiliates of such holderHolder, or the estates and family members of any such partners partners, retired partners, members and retired partners members and any trusts for the benefit of any of the foregoing persons shall be deemed to be a single “"selling stockholder,” Holder", and any pro-rata reduction with respect to such “"selling stockholder” Holder" shall be based upon the aggregate amount of shares carrying registration rights owned by all entities and individuals included in such “"selling stockholderHolder,” " as defined in this sentence.

Underwriting Requirements. In connection with any offering involving an underwriting of shares of the Company’s capital stock, the Company shall not be required under Section 1.3 5.2 to include any of the Holders’ securities Registrable Securities in such underwriting unless they accept the terms of the underwriting as agreed upon between the Company and the underwriters selected by the Company it (or by other persons entitled to select the underwriters), and then only in such quantity as the underwriters determine in their sole discretion will not jeopardize the success of the offering by the Company. If the total amount of securities, including Registrable Securities, requested by stockholders to be included in such offering exceeds the amount of securities sold other than by the Company that the underwriters determine in their sole discretion is compatible with the success of the offering, then the Company shall be required to include in the offering only that number of such securities, including Registrable Securities, which the underwriters determine in their sole discretion will not jeopardize the success of the offering (the securities so included to be apportioned pro rata among the selling stockholders Holders according to the total amount of securities entitled to be included therein owned by each selling stockholder Holder or in such other proportions as shall mutually be agreed to by such selling stockholders) but Holders, subject to giving precedence to holders of registration rights senior in no event shall time of grant to the amount of securities of the selling Holders included in the offering be reduced below 40% of the total amount of securities included in such offering, unless such offering is the initial public offering of the Company’s securities, in which case, the selling stockholders may be excluded if the underwriters make the determination described above and no other stockholder’s securities are includedHolders). For purposes of the preceding parenthetical concerning apportionment, for any selling stockholder which Holder who is a holder of Registrable Securities and which is a venture capital fund, or a partnership or corporation, the Affiliated Funds, partners, retired partners and stockholders of such holderHolder, 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 stockholder,” Holder”, and any pro-rata reduction with respect to such “selling stockholderHolder” shall be based upon the aggregate amount of shares carrying registration rights owned by all entities and individuals included in such “selling stockholder,” Holder”, as defined in this sentence.

Underwriting Requirements. In connection with any offering ------------------------- involving an underwriting of shares of the Company’s 's capital stock, the Company shall not be required under Section 1.3 to include any of the Holders’ ' securities in such underwriting unless they accept the terms of the underwriting as agreed upon between the Company and the underwriters selected by the Company it (or by other persons entitled to select the underwriters), and then only in such quantity as the underwriters determine in their sole discretion will not jeopardize the success of the offering by the Company. If the total amount of securities, including Registrable Securities, requested by stockholders to be included in such offering exceeds the amount of securities sold other than by the Company that the underwriters determine in their sole discretion is compatible with the success of the offering, then the Company shall be required to include in the offering only that number of such securities, including Registrable Securities, which the underwriters determine in their sole discretion will not jeopardize the success of the offering (the securities so included to be apportioned pro rata among the selling stockholders according to the total amount of securities entitled to be included therein owned by each selling stockholder or in such other proportions as shall mutually be agreed to by such selling stockholders) but in no event shall shall: (i) the amount of securities of the selling Holders included in the offering be reduced below 40% thirty percent (30%) of the total amount of securities included in such offering, unless such offering is the initial public offering of the Company’s securities, 's securities in which case, case the selling stockholders may be excluded if the underwriters make the determination described above and no other stockholder’s 's securities are included; or (ii) notwithstanding (i) above, any shares being sold by a stockholder exercising a demand registration right similar to that granted in Section 1.2 above be excluded from such offering. For purposes of the preceding parenthetical concerning apportionment, for any selling stockholder which is a holder of Registrable Securities and which is a venture capital fund, or a partnership or corporation, the Affiliated Funds, partners, retired partners partners, members, retired members and stockholders of such holder, or the estates and family members of any such partners and partners, retired partners partners, members, retired members and any trusts for the benefit of any of the foregoing persons shall be deemed to be a single “"selling stockholder,” " and any pro-rata reduction with respect to such “"selling stockholder” " shall be based upon the aggregate amount of shares carrying registration rights owned by all entities and individuals included in such “"selling stockholder,” " as defined in this sentence.

Underwriting Requirements. In connection with any offering involving an underwriting of shares of the Company’s capital stockstock pursuant to Section 2.2, the Company shall not be required under Section 1.3 to include any of the Holders’ securities in such underwriting unless they accept the terms of the underwriting as agreed upon between the Company and the underwriters selected by the Company (or by other persons entitled to select the its underwriters), and then only in such quantity as the underwriters determine in their sole discretion will not jeopardize the success of the offering by the Company. If the total amount number of securities, including Registrable Securities, requested by stockholders to be included in such offering exceeds the amount of securities to be sold other than by the Company that the underwriters determine in their sole reasonable discretion is compatible with the success of the offering, then the Company shall be required to include in the offering only that number of such securities, including Registrable Securities, which the underwriters and the Company determine in their sole discretion will not jeopardize the success of the offering. In no event shall any Registrable Securities be excluded from such offering (unless all other stockholders’ securities have been first excluded. In the securities so event that the underwriters determine that less than all of the Registrable Securities requested to be registered can be included to in such offering, then the Registrable Securities that are included in such offering shall be apportioned pro rata among the selling stockholders according to Holders based on the total amount number of securities entitled to be included therein owned Registrable Securities held by each all selling stockholder Holders or in such other proportions as shall mutually be agreed to by all such selling stockholders) but Holders. Notwithstanding the foregoing, in no event shall the amount of securities of the selling Holders included in the offering be reduced below 40% thirty percent (30%) of the total amount of securities included in such offering, unless such offering is the initial public offering of the Company’s securities, IPO in which case, case the selling stockholders Holders may be excluded beyond this amount if the underwriters make the determination described above and no other stockholder’s securities are includedincluded in such offering. For purposes of the preceding parenthetical sentence concerning apportionment, for any selling stockholder which is a holder Holder of Registrable Securities and which is a venture capital an investment fund, or a partnership partnership, limited liability company or corporation, the Affiliated Fundspartners, members, retired partners, retired partners members, stockholders and stockholders Affiliates of such holderHolder, or the estates and family members of any such partners partners, retired partners, members and retired partners members and any trusts for the benefit of any of the foregoing persons shall be deemed to be a single “selling stockholder,” Holder”, and any pro-rata reduction with respect to such “selling stockholderHolder” shall be based upon the aggregate amount of shares carrying registration rights owned by all entities and individuals included in such “selling stockholderHolder,” as defined in this sentence.

Underwriting Requirements. In connection with any offering involving an underwriting of shares of the Company’s capital stock, the Company shall not be required under Section 1.3 to include any of the Holders’ securities in such underwriting unless they accept the terms of the underwriting as agreed upon between the Company and the underwriters selected by the Company (or by other persons entitled to select the underwriters), and then only in such quantity as the underwriters determine in their sole discretion will not jeopardize the success of the offering by the Company. If the total amount of securities, including Registrable Securities, requested by stockholders to be included in such offering exceeds the amount of securities sold other than by the Company that the underwriters determine in their sole discretion is compatible with the success of the offering, then the Company shall be required to include in the offering only that number of such securities, including Registrable Securities, which the underwriters determine in their sole discretion will not jeopardize the success of the offering (the securities so included to be apportioned pro rata among the selling stockholders according to the total amount of securities entitled to be included therein owned by each selling stockholder or in such other proportions as shall mutually be agreed to by such selling stockholders) but in no event shall (i) the amount of securities of the selling Holders included in the offering be reduced below 4030% of the total amount of securities included in such offering, unless such offering is the initial public offering of the Company’s securities, in which case, case the selling stockholders may be excluded if the underwriters make the determination described above and no other stockholder’s securities are includedincluded or (ii) any securities held by a Key Holder be included if any securities held by any selling Holder are excluded. For purposes of the preceding parenthetical concerning apportionment, for any selling stockholder which is a holder of Registrable Securities and which is a venture capital fund, or a partnership or corporation, the Affiliated Funds, members, 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 stockholder,” and any pro-rata reduction with respect to such “selling stockholder” shall be based upon the aggregate amount of shares carrying registration rights owned by all entities and individuals included in such “selling stockholder,” as defined in this sentence.

Underwriting Requirements. In connection with any offering involving an underwriting of shares of the CompanyInvestor’s capital stockstock pursuant to Section D.1, the Company Investor shall not be required under Section 1.3 to include any of the HoldersStockholders’ securities in such underwriting unless they accept the terms of the underwriting as agreed upon between the Company Investor and the underwriters selected by the Company (or by other persons entitled to select the its underwriters), and then only in such quantity as the underwriters determine in their sole discretion will not jeopardize the success of the offering by Investor, subject to the Companylimitations set forth below. If the total amount number of securities, including Registrable Securities, requested by stockholders to be included in such offering exceeds the amount of securities to be sold other than by the Company Investor that the underwriters determine in their sole reasonable discretion is compatible with the success of the offering, then the Company Investor shall be required to include in the offering only that number of such securities, including Registrable Securities, which the underwriters and Investor determine in their sole discretion will not jeopardize the success of the offering. In no event shall any Registrable Securities be excluded from such offering (unless all other stockholders’ securities have been first excluded. In the securities so event that the underwriters determine that less than all of the Registrable Securities requested to be registered can be included to in such offering, then the Registrable Securities that are included in such offering shall be apportioned pro rata among the selling stockholders according to Stockholders based on the total amount number of securities entitled to be included therein owned Registrable Securities held by each all selling stockholder Stockholders or in such other proportions as all selling Stockholders shall mutually be agreed to by such selling stockholders) but agree. Notwithstanding the foregoing, in no event shall the amount of securities of the selling Holders Stockholders included in the offering be reduced below 40% twenty percent (20%) of the total amount of securities included in such offering, unless such offering is the initial public offering of the Company’s securities, in which case, the selling stockholders may be excluded if the underwriters make the determination described above and no other stockholder’s securities are included. For purposes of the preceding parenthetical concerning apportionment, for any selling stockholder which is a holder Stockholder of Registrable Securities and which is a venture capital an investment fund, or a partnership partnership, limited liability company or corporation, the Affiliated Fundspartners, members, retired partners, retired partners members, stockholders and stockholders affiliates of such holderStockholder, or the estates and family members of any such partners partners, retired partners, members and retired partners members and any trusts for the benefit of any of the foregoing persons shall be deemed to be a single “selling stockholder,” Stockholder”, and any pro-rata reduction with respect to such “selling stockholderStockholder” shall be based upon the aggregate amount of shares carrying registration rights owned by all entities and individuals included in such “selling stockholderStockholder,” as defined in this sentence.

Underwriting Requirements. In connection with any offering involving an underwriting of shares of the Company’s capital stock, the Company shall not be required under Section 1.3 to include any of the Holders’ securities Registrable Securities in such underwriting unless they accept the terms of the underwriting as agreed upon between the Company and the underwriters selected by the Company it (or by other persons entitled to select the underwriters), and then only in such quantity as the underwriters determine determine, in their sole discretion discretion, will not jeopardize the success of the offering by the Company. All Holders proposing to distribute their securities through such underwriting shall (together with the Company as provided in subsection 1.4(f)) enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting, provided that no Holder of Registrable Securities shall be required to make any representations or warranties to the Company or the underwriters other than representations and warranties regarding such Holder and such Holder’s intended method of distribution. If the total amount of securities, including Registrable Securities, Securities requested by stockholders to be included in such offering offering, exceeds the amount of securities sold other than by the Company that the underwriters determine in their sole discretion is compatible with the success of the offering, then the Company shall be required to include in the offering only that number of such securities, including Registrable Securities, which the underwriters determine in their sole discretion will not jeopardize the success of the offering (the securities so included to be apportioned pro rata among the selling stockholders according to the total amount of securities entitled requested to be included therein owned by each such selling stockholder or in such other proportions as shall mutually be agreed to by such selling stockholders) ), but in no event shall (i) the amount of securities of the selling Holders included in the offering be reduced unless the securities of all other selling stockholders are excluded from the offering, (ii) the amount of securities of the selling Holders who are Investors included in the offering be reduced unless the securities of all the selling Holders who are Founders are excluded from the offering, (iii) the amount of securities held by selling Holders who are Investors that constitute Conversion Stock included in the offering be reduced unless the securities held by selling Holders who are Investors that do not constitute Conversion Stock are excluded from the offering or (iv) the amount of securities of the selling Holders included in the offering be reduced below 40% twenty percent (20%) of the total amount of securities included in such offering, unless such offering is the initial public offering of a Qualified IPO (as defined in the Company’s securitiesCertificate of Incorporation, as amended from time to time), in which case, the selling stockholders case such Holders may be excluded entirely if the underwriters make the determination described above and no if the securities of all other stockholder’s securities selling stockholders are includedexcluded entirely. For purposes of the preceding parenthetical concerning apportionment, for any selling stockholder which is a holder Holder of Registrable Securities and which is a venture capital fundpartnership, or a partnership limited liability company or corporation, the Affiliated Fundspartners (or retired partners), partners, members (or retired partners members) and stockholders of such holderselling stockholder, or the estates and family members of any such partners and (retired partners partners), members (or retired members) or stockholders and any trusts for the benefit of any of the foregoing persons shall be deemed to be a single “selling stockholder,” and any pro-pro rata reduction with respect to such “selling stockholder” shall be based upon the aggregate amount of shares carrying registration rights owned by all entities and individuals included in such “selling stockholder,” as defined in this sentence.

Underwriting Requirements. In connection with any offering involving an underwriting of shares of being issued by the Company’s capital stock, the Company shall not be required under Section 1.3 3 to include any of the Holders’ ' securities in such underwriting unless they accept the terms of the underwriting as agreed upon between the Company and the underwriters selected by the Company (it or by other the persons entitled to select the underwriters); provided, however, that no Holder participating in such underwriting shall be required to make any representations or warranties except as they relate to such Holder's ownership of shares and authority to enter into the underwriting agreement and to such Holder's intended method of distribution, and then only in the liability of such quantity as Holder shall be limited to an amount equal to the underwriters determine in their sole discretion will not jeopardize the success of net proceeds from the offering received by the Companysuch Holder. If the total amount of securities, including Registrable Securities, requested by stockholders shareholders to be included in such offering exceeds the amount of securities to be sold (other than by the Company Company) that the underwriters determine in their sole discretion is reasonably believe compatible with the success of the offering, then the Company shall be required to include in the offering only that number of such securities, including Registrable Securities, which the underwriters determine in their sole discretion believe will not jeopardize the success of the offering (offering; provided, that, the securities so included to be apportioned pro rata among the selling stockholders according to the total amount number of securities entitled remaining shares to be included therein owned by each selling stockholder in the underwriting shall be allocated (i) first to the Holders of Registrable Securities (excluding Holders of Registrable Securities who are also Series A Stockholders, employees or in such directors of the Company), (ii) second to the Holders of Registrable Securities who are also Series A Stockholders, employees or directors of the Company, and (iii) thereafter among all other proportions as shall mutually be agreed to by such remaining selling stockholders) but . Notwithstanding the forgoing, in no event shall the amount of the securities of the selling Holders included in the offering be reduced below 40% twenty percent (20%) of the total amount of the securities to be included in such offering, unless such offering is the initial public offering of the Company’s 's securities, in which case, case the selling stockholders Holders may be completely excluded if the underwriters make managing underwriter makes the determination described above and no other stockholder’s stockholders' securities are included. For purposes of the preceding parenthetical concerning apportionment, for any selling stockholder which is a holder of Registrable Securities and which is a venture capital fund, or a partnership or corporation, the Affiliated 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 stockholder,” and any pro-rata reduction with respect to such “selling stockholder” shall be based upon the aggregate amount of shares carrying registration rights owned by all entities and individuals included in such “selling stockholder,” as defined in this sentence.

Underwriting Requirements. In connection with any offering involving an underwriting of shares of the Company’s 's capital stock, the Company shall not be required under Section 1.3 hereof to include any of the Holders’ ' securities in such underwriting unless they accept the terms of the underwriting as agreed upon between the Company and the underwriters selected by the Company it (or by other persons entitled to select the underwriters), and then only in such quantity as the underwriters determine in their sole discretion will not jeopardize the success of the offering by the Company. If the total amount of securities, including Registrable Securities, requested by stockholders to be included in such offering exceeds the amount of securities to be sold other than by the Company that the underwriters determine in their sole discretion is compatible with the success of the offering, then the Company shall be required to include in the offering only that number of such securities, including Registrable Securities, which the underwriters determine in their sole discretion will not jeopardize the success of the offering (the securities so included to be apportioned pro rata among the selling stockholders according to the total amount of securities entitled to be included therein owned by each selling stockholder or in such other proportions as shall mutually be agreed to by such selling stockholders) but in no event shall (i) the amount of securities of the selling Holders included in the offering be reduced below 40% thirty percent (30%) of the total amount of securities included in such offering, unless such offering is the initial public offering of the Company’s securities, 's Initial Public Offering in which case, case the selling stockholders may be excluded if the underwriters make the determination described above and no other stockholder’s 's securities are included, or (ii) any securities held by a Founder be included if any securities held by any selling Holder are excluded. For purposes of the preceding parenthetical sentence concerning apportionment, for any selling stockholder which is a holder of Registrable Securities and which is a venture capital fundpartnership, or a partnership limited liability company or corporation, the Affiliated Funds, partners, retired partners partners, members 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 stockholder,” " and any pro-pro rata reduction with respect to such “"selling stockholder” " shall be based upon the aggregate amount of shares carrying registration rights owned by all entities and individuals included in such “selling stockholder,” as defined in this sentence.carrying

Underwriting Requirements. In connection with any offering involving an underwriting of shares of the Company’s capital stock, the Company shall not be required under Section 1.3 to include any of the Holders’ securities in such underwriting unless they accept the terms of the underwriting as agreed upon between the Company and the underwriters selected by the Company it (or by other persons entitled to select the underwriters), and then only in such quantity as the underwriters determine in their sole discretion will not jeopardize the success of the offering by the Company. If the total amount of securities, including Registrable Securities, requested by stockholders to be included in such offering exceeds the amount of securities sold other than by the Company that the underwriters determine in their sole discretion is compatible with the success of the offering, then the Company shall be required to include in the offering only that number of such securities, including Registrable Securities, which the underwriters determine in their sole discretion will not jeopardize the success of the offering (the securities so included to be apportioned pro rata among the selling stockholders according to the total amount of securities entitled to be included therein owned by each selling stockholder or in such other proportions as shall mutually be agreed to by such selling stockholders) but in no event shall the amount of securities of the selling Holders included in the offering be reduced below 4030% of the total amount of securities included in such offering, unless such offering is the initial public offering of the Company’s securities, in which case, the selling stockholders Holders may be excluded if the underwriters make the determination described above and no other stockholder’s securities are included. For purposes of the preceding parenthetical concerning apportionment, for any selling stockholder which is a holder of Registrable Securities and which is a venture capital fund, or a partnership or corporation, the Affiliated 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 stockholder,” and any pro-rata reduction with respect to such “selling stockholder” shall be based upon the aggregate amount of shares carrying registration rights owned by all entities and individuals included in such “selling stockholder,” as defined in this sentence.are

Underwriting Requirements. (a) In connection with any offering involving an underwriting of shares of the Company’s capital stockstock (other than a Qualified IPO), the Company shall not be required under Section 1.3 2.2(a) to include any of the HoldersInvestors’ securities Registrable Securities in such underwriting unless they accept the terms of the underwriting (which terms shall be reasonable and customary as to the selling stockholders in such offering) as agreed upon between the Company and the underwriters selected by the Company it (or by other persons entitled to select the underwriters), and then only in such quantity as the underwriters determine in their sole discretion will not jeopardize the success of the offering by the Company. If the total amount of securities, including Registrable Securities, requested by stockholders to be included in such offering (other than a Qualified IPO) exceeds the amount of securities sold by parties other than by the Company that the underwriters determine in their sole discretion is compatible with the success of the offering, then the Company shall be required to include in the offering only that number of such securities, including Registrable Securities, which the underwriters determine in their sole discretion will not jeopardize the success of the offering (the securities so included to be apportioned pro rata among the selling stockholders according to the total amount of securities entitled to be included therein owned by each selling stockholder or in such other proportions as shall mutually be agreed to by such selling stockholders); provided, however, that the number of Registrable Securities to be included in any such underwriting shall not be reduced unless all securities that are not (i) but Registrable Securities, (ii) owned by holders who exercised a right to request the registration in which the Investors are joining or (iii) offered by the Company are first entirely excluded from the underwriting. Notwithstanding the foregoing, in no event shall the amount of securities of the selling Holders Registrable Securities held by all Investors included in the offering be reduced below 4025% of the total amount number of securities included in such offering, offering unless such offering is the Company’s initial public offering and such offering is not a Qualified IPO. (b) In connection with a Qualified IPO, the Company shall not be required under Section 2.2(b) to include any of the Company’s securities, Investors’ Common Stock in such underwriting unless they accept the terms of the underwriting (which case, terms shall be customary and reasonable as to the selling stockholders may be excluded if in the Qualified IPO) as agreed upon between the Company and the underwriters make the determination described above and no other stockholder’s securities are included. For purposes of the preceding parenthetical concerning apportionment, for any selling stockholder which is a holder of Registrable Securities and which is a venture capital fund, or a partnership or corporation, the Affiliated 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 stockholder,” and any pro-rata reduction with respect to such “selling stockholder” shall be based upon the aggregate amount of shares carrying registration rights owned selected by all entities and individuals included in such “selling stockholder,” as defined in this sentenceit.

Underwriting Requirements. In connection with any offering involving an underwriting of shares of the Company’s 's capital stockstock in which CSC makes a written request pursuant to Section 9(a) hereof, the Company shall not be required under this Section 1.3 9 to include any of the Holders’ securities CSC's Shares in such underwriting unless they accept CSC accepts the terms of the underwriting as agreed upon between the Company and the underwriters selected by the Company it (or by other persons entitled to select the underwriters), and then only in such quantity as the underwriters determine in their sole reasonable discretion will not jeopardize the success of the offering by the Company. If the total amount of securities, including Registrable SecuritiesCSC's Shares, requested by stockholders shareholders to be included in such offering exceeds the amount of securities sold other than by the Company that the underwriters determine in their sole reasonable discretion is compatible with the success of the offering, then CSC may be excluded entirely if the underwriters make the determination described above and no other shareholder's securities are included, or then the Company shall be required to include in the offering only that number of such securities, including Registrable SecuritiesCSC's Shares, which the underwriters determine in their sole reasonable discretion will not jeopardize the success of the offering (the securities so included to be apportioned pro rata among the selling stockholders according to the total amount of securities entitled to be included therein owned by each selling stockholder or in such other proportions as shall mutually be agreed to by such selling stockholders) offering, but in no event shall the amount of securities of the selling Holders CSC included in the offering be reduced below 40% ten percent (10%) of the total amount of securities included in such offering, unless . Allocation of securities to be sold in any such offering is the initial public offering of the Company’s securities, in which case, the selling stockholders may be excluded if the underwriters make the determination described above and no other stockholder’s securities are included. For purposes of the preceding parenthetical concerning apportionment, for any selling stockholder which is a holder of Registrable Securities and which is a venture capital fund, or a partnership or corporation, the Affiliated 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 made on a single “selling stockholder,” and any pro-rata reduction with respect basis among any selling shareholders involved in such offering according to the total number of securities held by each such “selling stockholder” shall be based upon shareholder and entitled to inclusion therein on the aggregate amount basis of shares carrying a registration rights owned by all entities and individuals included in such “selling stockholder,” as defined in this sentenceagreement with the Company.

Underwriting Requirements. In connection with any offering involving an underwriting of shares of the Company’s capital stock, the Company shall not be required under Section 1.3 to include any of the Holders’ securities in such underwriting unless they accept the terms of the underwriting as agreed upon between the Company and the underwriters selected by the Company it (or by other persons entitled to select the underwriters), and then only in such quantity as the underwriters determine in their sole discretion will not jeopardize the success of the offering by the Company. If the total amount of securities, including Registrable Securities, requested by stockholders to be included in such offering exceeds the amount of securities sold other than by the Company that the underwriters determine in their sole discretion is compatible with the success of the offering, then the Company shall be required to include in the offering only that number of such securities, including Registrable Securities, which the underwriters determine in their sole discretion will not jeopardize the success of the offering (the securities so included to be apportioned pro rata among the selling stockholders according to the total amount of securities entitled to be included therein owned by each selling stockholder or in such other proportions as shall mutually be agreed to by such selling stockholders) but in no event shall (i) the amount of securities of the selling Holders included in the offering be reduced below 4025% of the total amount of securities included in such offering, unless such offering is the initial public offering of the Company’s securities, in which case, the selling stockholders may be excluded if the underwriters make the determination described above and no other stockholder’s securities are included, (ii) the number of shares of Registrable Securities to be included in such underwriting be reduced unless all other securities (other than those of the Company) are first entirely excluded from the underwriting, or (iii) any securities held by a Founder be included if any securities held by any selling Holder are excluded. For purposes of the preceding parenthetical concerning apportionment, for any selling stockholder which is a holder of Registrable Securities and which is a venture capital fund, or a partnership or corporation, the Affiliated 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 stockholder,” and any pro-rata reduction with respect to such “selling stockholder” shall be based upon the aggregate amount of shares carrying registration rights owned by all entities and individuals included in such “selling stockholder,” as defined in this sentence.

Underwriting Requirements. In connection with any offering involving an underwriting of shares of the Company’s capital stock, the Company shall not be required under Section 1.3 2.1 to include any of the Holders’ Executive’s securities in such underwriting unless they accept the terms of the underwriting as agreed upon between the Company and the underwriters selected by the Company it (or by other persons entitled to select the underwriters), and then only in such quantity as the underwriters determine in their sole discretion will not jeopardize the success of the offering by the Company. If the total amount of securities, including Registrable Securities, requested by stockholders shareholders to be included in such offering exceeds the amount of securities sold other than by the Company that the underwriters determine in their sole discretion is compatible with the success of the offering, then the Company shall be required to include in the offering only that number of such securities, including Registrable Securities, which the underwriters determine in their sole discretion will not jeopardize the success of the offering (the securities so included to be apportioned pro rata among the selling stockholders shareholders according to the total amount of securities entitled to be included therein owned by each selling stockholder shareholder or in such other proportions as shall mutually be agreed to by such selling stockholdersshareholders) but in no event shall the amount of securities of the selling Holders shareholders included in the offering be reduced below 40% twenty percent (20%) of the total amount of securities included in such offering, unless such offering is the initial public offering of the Company’s securities, securities in which case, case the selling stockholders shareholders may be excluded if the underwriters make the determination described above and no other stockholder’s securities are includedabove. For purposes of the preceding parenthetical concerning apportionment, for any selling stockholder shareholder which is a holder of Registrable Securities and which is a venture capital fund, or a partnership or corporation, the Affiliated Funds, partners, retired partners and stockholders shareholders of such holderthe Executive, 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 stockholder,” shareholder”, and any pro-rata reduction with respect to such “selling stockholdershareholder” shall be based upon the aggregate amount of shares carrying registration rights owned by all entities and individuals included in such “selling stockholdershareholder,” as defined in this sentence.

Underwriting Requirements. In connection with any offering involving an underwriting of shares of the Company’s capital stock, the Company shall not be required under Section 1.3 to include any of the Holders’ securities in such underwriting unless they accept the terms of the underwriting as agreed upon between the Company and the underwriters selected by the Company (or by other persons entitled to select the underwriters), and then only in such quantity as the underwriters determine in their sole discretion will not jeopardize the success of the offering by the Company. If the total amount of securities, including Registrable Securities, requested by stockholders to be included in such offering exceeds the amount of securities sold other than by the Company that the underwriters determine in their sole discretion is compatible with the success of the offering, then the Company shall be required to include in the offering only that number of such securities, including Registrable Securities, which the underwriters determine in their sole discretion will not jeopardize the success of the offering (the securities so included to be apportioned pro rata among the selling stockholders according to the total amount of securities entitled to be included therein owned by each selling stockholder or in such other proportions as shall mutually be agreed to by such selling stockholders) ), but in no event shall the amount of securities of the selling Holders included in the offering be reduced below 4030% of the total amount of securities included in such offering, unless such offering is the initial public offering of the Company’s securitiesa Qualified IPO, in which case, case the selling stockholders Holders may be entirely excluded if the underwriters make the determination described above and no other stockholder’s securities are included. For purposes of the preceding parenthetical concerning apportionment, for any selling stockholder which is a holder Holder of Registrable Securities and which is a venture capital fund, a partnership, or a partnership or corporation, the Affiliated Funds, partners, retired partners partners, and stockholders of such holderstockholder, 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 stockholder,” and any pro-rata reduction with respect to such “selling stockholder” shall be based upon the aggregate amount of shares carrying registration rights owned by all entities and individuals included in such “selling stockholder,” as defined in this sentence.

Underwriting Requirements. In connection with any offering involving an underwriting of shares of the Company’s 's capital stock, the Company shall not be required under Section 1.3 to include any of the Holders’ ' securities in such underwriting unless they accept the terms of the underwriting as agreed upon between the Company and the underwriters selected by the Company it (or by other persons entitled to select the underwriters), and then only in such quantity as the underwriters determine in their sole discretion will not jeopardize the success of the offering by the Company. If the total amount of securities, including Registrable Securities, requested by stockholders shareholders to be included in such offering exceeds the amount of securities sold other than by the Company that the underwriters determine in their sole discretion is compatible with the success of the offering, then the Company shall be required to include in the offering only that number of such securities, including Registrable Securities, which the underwriters determine in their sole discretion will not jeopardize the success of the offering (the securities so included to be apportioned pro rata among the selling stockholders shareholders according to the total amount of securities entitled to be included therein owned by each selling stockholder shareholder or in such other proportions as shall mutually be agreed to by such selling stockholdersshareholders) but in no event shall (i) the amount of securities of the selling Holders included in the offering be reduced below 40% thirty percent (30%) of the total amount of securities included in such offering, unless such offering is the initial public offering of the Company’s securities, 's securities in which case, case the selling stockholders shareholders may be excluded if the underwriters make the determination described above and no other stockholder’s shareholder's securities are includedincluded or (ii) notwithstanding (i) above, any shares being sold by a shareholder exercising a demand registration right similar to that granted in Section 1.2 be excluded from such offering or (iii) the Company 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. For purposes of the preceding parenthetical sentence concerning apportionment, for any selling stockholder shareholder which is a holder of Registrable Securities and which is a venture capital fund, or a partnership or corporation, the Affiliated Funds, partners, retired partners and stockholders shareholders of such holder, or the estates and family members of any such partners and retired partners and any trusts for the benefit of any of the foregoing persons shall be deemed to be a single “"selling stockholdershareholder,” " and any pro-rata reduction with respect to such “"selling stockholder” shareholder" shall be based upon the aggregate amount of shares carrying registration rights owned by all entities and individuals included in such “"selling stockholdershareholder,” " as defined in this sentence.

Underwriting Requirements. In connection with any offering involving an underwriting of shares Shares of the Company’s Parent's capital stock, the Company Parent shall not be required under Section 1.3 1.5 to include any of the Holders’ ' securities in such underwriting unless they accept the terms of the underwriting as agreed upon between the Company Parent and the underwriters selected by the Company it (or by other persons entitled to select the underwriters), and then only in such quantity as the underwriters determine in their sole discretion will not not, jeopardize the success of the offering by the CompanyParent. If the total amount of securities, including Registrable Securities, requested by stockholders to be included in such offering exceeds the amount of securities sold other than by the Company Parent that the underwriters determine in their sole discretion is compatible with the success of the offering, then the Company Parent shall be required to include in the offering only that number of such securities, including Registrable Securities, which the underwriters determine in their sole discretion will not jeopardize the success of the offering (the securities so included to be apportioned pro rata among the selling stockholders according to the total amount of securities entitled requested to be included therein owned by each selling stockholder or in such other proportions as shall mutually be agreed to by such selling stockholders) , but in no event shall the amount of securities of the selling Holders included in the offering be reduced below 40% thirty percent (30%) of the total amount of securities included in such offering, unless such offering is the initial public offering of the Company’s securities, Parent's securities in which case, case the selling stockholders may be excluded if the underwriters make the determination described above and no other stockholder’s 's securities are includedincluded (subject to the final sentence of Section 1.5). For purposes of the preceding parenthetical concerning apportionment, for any selling stockholder which is a holder of Registrable Securities and which is a venture capital fund, or a partnership or corporation, the Affiliated 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 stockholder,” " and any pro-rata reduction with respect to such “"selling stockholder” " shall be based upon the aggregate amount of shares carrying registration rights owned by all entities and individuals included in such “selling stockholder,” as defined in this sentence.based

Underwriting Requirements. In connection with any offering involving an underwriting of shares of the Company’s 's capital stock, the Company shall not be required under Section 1.3 to include any of the Holders’ ' securities in such underwriting unless they accept the terms of the underwriting as agreed upon between the Company and the underwriters selected by the Company it (or by other persons entitled to select the underwriters), and then only in such quantity as the underwriters determine in their sole discretion will not jeopardize the success of the offering by the Company. If the total amount of securities, including Registrable Securities, requested by stockholders to be included in such offering exceeds the amount of securities sold other than by the Company that the underwriters determine in their sole discretion is compatible with the success of the offering, then the Company shall be required to include in the offering only that number of such securities, including Registrable Securities, which the underwriters determine in their sole discretion will not jeopardize the success of the offering (the securities so included to be apportioned pro rata among the selling stockholders according to the total amount of securities entitled to be included therein owned by each selling stockholder or in such other proportions as shall mutually be agreed to by such selling stockholders) but in no event shall shall: (i) the amount of securities of the selling Holders included in the offering be reduced below 40% thirty percent (30%) of the total amount of securities included in such offering, unless such offering is the initial public offering of the Company’s securities, 's securities in which case, case the selling stockholders may be excluded if the underwriters make the determination described above and no other stockholder’s 's securities are included; or (ii) notwithstanding (i) above, any shares being sold by a stockholder exercising a demand registration right similar to that granted in Section 1.2 above be excluded from such offering. For purposes of the preceding parenthetical concerning apportionment, for any selling stockholder which is a holder of Registrable Securities and which is a venture capital fund, or a partnership or corporation, the Affiliated Funds, partners, retired partners partners, members, retired members and stockholders of such holder, or the estates and family members of any such partners and partners, retired partners partners, members, retired members and any trusts for the benefit of any of the foregoing persons shall be deemed to be a single “"selling stockholder,” " and any pro-rata reduction with respect to such “"selling stockholder” " shall be based upon the aggregate amount of shares carrying registration rights owned by all entities and individuals included in such “"selling stockholder,” " as defined in this sentence.

Underwriting Requirements. In connection with any offering involving an underwriting of shares of the Company’s 's capital stock, the Company shall not be required under Section 1.3 hereof to include any of the Holders’ ' securities in such underwriting unless they accept the terms of the underwriting as agreed upon between the Company and the underwriters selected by the Company it (or by other persons entitled to select the underwriters), and then only in such quantity as the underwriters determine in their sole discretion will not jeopardize the success of the offering by the Company. If the total amount of securities, including Registrable Securities, requested by stockholders to be included in such offering exceeds the amount of securities sold other than by the Company that the underwriters determine in their sole discretion is compatible with the success of the offering, then the Company shall be required to include in the offering only that number of such securities, including Registrable Securities, which the underwriters determine in their sole discretion will not jeopardize the success of the offering (the securities so included to be apportioned pro rata among the selling stockholders according to the total amount of securities entitled to be included therein owned by each selling stockholder stockholder, or in such other proportions as shall mutually be agreed to by such selling stockholders) but ); provided, however, that in no event shall the amount of securities of the selling Holders included in the offering be reduced below 40% thirty percent (30%) of the total amount of securities included in such offering, unless such offering is the initial public offering of the Company’s 's securities, in which case, case the selling stockholders may be excluded if the underwriters make the determination described above and no other stockholder’s 's securities are included. For purposes of the preceding parenthetical concerning apportionment, for any selling stockholder which is a holder of Registrable Securities and which is a venture capital fundlimited liability company, or a partnership or corporation, the Affiliated Fundsmembers, partners, retired partners and stockholders of such holder, or the estates and family members of any such members, partners and retired partners and any trusts for the benefit of any of the foregoing persons shall be deemed to be a single “"selling stockholder,” " and any pro-rata reduction with respect to such “"selling stockholder” " shall be based upon the aggregate amount of shares carrying registration rights owned by all entities and individuals included in such “"selling stockholder,” " as defined in this sentence.

Underwriting Requirements. In connection with any offering involving an underwriting of shares of the Company’s capital stock, the Company shall not be required under Section 1.3 to include any of the Holders’ securities in such underwriting unless they accept the terms of the underwriting as agreed upon between the Company and the underwriters selected by the Company it (or by other persons entitled to select the underwriters), and then only in such quantity as the underwriters determine in their sole discretion will not jeopardize the success of the offering by the Company. If the total amount of securities, including Registrable Securities, requested by stockholders to be included in such offering exceeds the amount of securities sold other than by the Company that the underwriters determine in their sole discretion is compatible with the success of the offering, then the Company shall be required to include in the offering only that number of such securities, including Registrable Securities, which the underwriters determine in their sole discretion will not jeopardize the success of the offering (the securities so included to be apportioned pro rata among the selling stockholders according to the total amount of securities entitled to be included therein owned by each selling stockholder or in such other proportions as shall mutually be agreed to by such selling stockholders) but in no event shall (i) the amount of securities of the selling Holders included in the offering be reduced below 4030% of the total amount of securities included in such offering, unless such offering is the initial public offering of the Company’s securities, in which case, the selling stockholders may be excluded if the underwriters make the determination described above and no other stockholder’s securities are includedincluded or (ii) without the consent of the holders of at least 60% of the Registrable Securities, any securities held by any non-Holder be included if any securities held by any selling Holder are excluded. For purposes of the preceding parenthetical concerning apportionment, for any selling stockholder which is a holder of Registrable Securities and which is a venture capital fund, or a partnership or corporation, the Affiliated 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 stockholder,” and any pro-rata reduction with respect to such “selling stockholder” shall be based upon the aggregate amount of shares carrying registration rights owned by all entities and individuals included in such “selling stockholder,” as defined in this sentence.

Underwriting Requirements. In connection with any offering involving an underwriting of shares of the Company’s 's capital stock, the Company shall not be required under Section 1.3 to include any of the Holders’ ' securities in such underwriting unless they accept the terms of the underwriting as agreed upon between the Company and the underwriters selected by the Company it (or by other persons entitled to select the underwriters), and then only in such quantity as the underwriters determine in their sole discretion will not jeopardize the success of the offering by the Company. If the total amount of securities, including Registrable Securities, requested by stockholders shareholders to be included in such offering exceeds the amount of securities sold other than by the Company that the underwriters determine in their sole discretion is compatible with the success of the offering, then the Company shall be required to include in the offering only that number of such securities, including Registrable Securities, which the underwriters determine in their sole discretion will not jeopardize the success of the offering (the securities so included to be apportioned pro rata among the selling stockholders shareholders according to the total amount of securities entitled to be included therein owned by each selling stockholder shareholder or in such other proportions as shall mutually be agreed to by such selling stockholdersshareholders) but in no event shall (i) the amount of securities of the selling Holders included in Holders, to the offering extent that such securities include Registrable Securities, be reduced below 40% thirty percent (30%) of the total amount of securities included in such offering, unless such offering is the initial public offering of the Company’s securities, 's securities in which case, case the selling stockholders shareholders may be excluded if the underwriters make the determination described above and no other stockholder’s shareholder's securities are includedincluded or (ii) notwithstanding (i) above, any shares being sold by a shareholder exercising a demand registration right similar to that granted in Section 1.2 be excluded from such offering. For purposes of the preceding parenthetical concerning apportionment, for any selling stockholder shareholder which is a holder Holder of Registrable Securities and which is a venture capital fund, or a partnership or corporation, the Affiliated Funds, partners, retired partners and stockholders shareholders of such holder, or the estates and family members of any such partners and retired partners and any trusts for the benefit of any of the foregoing persons shall be deemed to be a single “"selling stockholdershareholder,” " and any pro-rata reduction with respect to such “"selling stockholder” shareholder" shall be based upon the aggregate amount of shares carrying registration rights owned by all entities and individuals included in such “"selling stockholdershareholder,” " as defined in this sentence.

Underwriting Requirements. In connection with any offering involving an underwriting of shares of the Company’s 's capital stockstock under Section 1.3 hereof, the Company shall not be required under Section 1.3 to include any of the Holders’ ' securities in such underwriting unless they accept the terms of the underwriting as agreed upon between the Company and the underwriters selected by the Company it (or by other persons entitled to select the underwriters), and then only in such quantity as the underwriters determine in their sole discretion will not jeopardize the success of the offering by the Company. If the total amount of securities, including Registrable Securities, requested by stockholders to be included in such offering exceeds the amount of securities sold other than by the Company that the underwriters determine in their sole discretion is compatible with the success of the offering, then the Company shall be required to include in the offering only that number of such securities, including Registrable Securities, which the underwriters determine in their sole discretion will not jeopardize the success of the offering (the securities so included to be apportioned pro rata among the selling stockholders according to the total amount of securities entitled to be included therein owned by each selling stockholder stockholder, or in such other proportions as shall mutually be agreed to by such selling stockholders) but ); provided, however, that in no event shall the amount of securities of the selling Holders included in the offering be reduced below 40% thirty percent (30%) of the total amount of securities included in such offering, unless such offering is the initial public offering of the Company’s securities, in which case, the selling stockholders may be excluded if the underwriters make the determination described above and no other stockholder’s securities are included. For purposes of the preceding parenthetical concerning apportionment, for any selling stockholder which is a holder of Registrable Securities and which is a venture capital fundlimited liability company, or a partnership or corporation, the Affiliated Fundsaffiliates, members, partners, retired partners and stockholders of such holder, or the estates and family members of any such members, partners and retired partners and any trusts for the benefit of any of the foregoing persons shall be deemed to be a single “"selling stockholder,” " and any pro-rata reduction with respect to such “"selling stockholder” " shall be based upon the aggregate amount of shares carrying registration rights owned by all entities and individuals included in such “"selling stockholder,” " as defined in this sentence.

Underwriting Requirements. In connection with any offering ------------------------- involving an underwriting of shares of the Company’s 's capital stock, the Company shall not be required under Section 1.3 to include any of the Holders’ ' securities in such underwriting unless they accept the terms of the underwriting as agreed upon between the Company and the underwriters selected by the Company it (or by other persons entitled to select the underwriters), and then only in such quantity as the underwriters determine in their sole discretion will not jeopardize the success of the offering by the Company. If the total amount of securities, including Registrable Securities, requested by stockholders shareholders to be included in such offering exceeds the amount of securities sold other than by the Company that the underwriters determine in their sole discretion is compatible with the success of the offering, then the Company shall be required to include in the offering only that number of such securities, including Registrable Securities, which the underwriters determine in their sole discretion will not jeopardize the success of the offering (the securities so included to be apportioned pro rata among the selling stockholders shareholders according to the total amount of securities entitled to be included therein owned by each selling stockholder shareholder or in such other proportions as shall mutually be agreed to by such selling stockholdersshareholders) but in no event shall the amount of securities of the selling Holders included in the offering be reduced below 40% thirty percent of the total amount of securities included in such offering, unless such offering is the initial public offering of the Company’s securities, 's securities in which case, case the selling stockholders shareholders may be excluded completely if the underwriters make the determination described above and no other stockholder’s shareholder's securities are included. For purposes of the preceding parenthetical concerning apportionment, for any selling stockholder shareholder which is a holder of Registrable Securities and which is a venture capital fund, or a partnership or corporation, the Affiliated Funds, partners, retired partners and stockholders shareholders of such holder, or the estates and family members of any such partners and retired partners and any trusts for the benefit of any of the foregoing persons shall be deemed to be a single “"selling stockholder,” shareholder", and any pro-rata reduction with respect to such “"selling stockholder” shareholder" shall be based upon the aggregate amount of shares carrying registration rights owned by all entities and individuals included in such “"selling stockholder,” shareholder", as defined in this sentence.

Underwriting Requirements. In connection with any offering involving an underwriting of shares of the Company’s 's capital stock, the Company shall not be required under this Section 1.3 to include any of the Holders’ ' securities in such underwriting unless they accept the terms of the underwriting as agreed upon between the Company and the underwriters selected by the Company it (or by other persons entitled to select the underwriters), and then only in such quantity as the underwriters determine in their sole discretion will not jeopardize the success of the offering by the Company. If the total amount of securities, including Registrable Securities, requested by stockholders shareholders to be included in such offering exceeds the amount of securities sold other than by the Company that the underwriters determine in their sole discretion is compatible with the success of the offering, then the Company shall be required to include in the offering only that number of such securities, including Registrable Securities, which the underwriters determine in their sole discretion will not jeopardize the success of the offering (the securities so included to be apportioned pro rata allocated among the selling stockholders shareholders according to the total amount of securities entitled to be included therein owned by each selling stockholder shareholder or in such other proportions as shall mutually be agreed to by such selling stockholders) shareholders), but in no event shall the amount of securities of the selling Holders included in the offering be reduced (i) unless the securities of all selling shareholders other than such selling Holders are excluded entirely and (ii) in any event, below 40% thirty percent (30%) of the total amount of securities included in such offering, unless such offering is the initial public offering of the Company’s 's securities, in which case, case the selling stockholders shareholders may be excluded entirely if the underwriters make the determination described above and no other stockholder’s securities are includedabove. For purposes of the preceding above parenthetical concerning apportionmentallocation, for any selling stockholder shareholder which is a holder of Registrable Securities and which is a venture capital fund, or a partnership or corporation, the Affiliated Funds, partners, retired partners and stockholders shareholders of such holderholder (and in the case of a partnership, any affiliated partnerships), 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 stockholdershareholder,” " and any pro-rata reduction with respect to such “"selling stockholder” shareholder" shall be based upon the aggregate amount of shares carrying registration rights owned by all entities and individuals included in such “such" selling stockholder,” shareholder" as defined in this sentence.

Underwriting Requirements. In connection with any offering involving an underwriting of shares of the Company’s capital stock, the Company shall not be required under Section 1.3 to include any of the Holders’ securities in such underwriting unless they accept the terms of the underwriting as agreed upon between the Company and the underwriters selected by the Company it (or by other persons entitled to select the underwriters), and then only in such quantity as the underwriters determine in their sole discretion will not jeopardize the success of the offering by the Company. If the total amount of securities, including Registrable Securities, requested by stockholders holders of capital stock to be included in such offering exceeds the amount of securities sold other than by the Company that the underwriters determine in their sole discretion is compatible with the success of the offering, then the Company shall be required to include in the offering only that number of such securities, including Registrable Securities, which the underwriters determine in their sole discretion will not jeopardize the success of the offering (the securities so included to be apportioned pro rata among the selling stockholders security holders according to the total amount of securities entitled to be included therein owned by each selling stockholder security holder or in such other proportions as shall mutually be agreed to by such selling stockholderssecurity holders) but in no event shall (a) the amount of securities of the selling Holders included in the offering be reduced below 4025% of the total amount of securities included in such offering, unless such offering is the initial public offering of the Company’s securities, in which case, the selling stockholders security holders may be excluded if the underwriters make the determination described above and no other stockholderholder’s securities are included, (b) the number of Registrable Securities included in the offering be reduced unless all other securities (other than securities sold by the Company) are first entirely excluded from the offering or (c) any securities held by a Founder be included if any securities held by any selling Holder are excluded. For purposes of the preceding parenthetical concerning apportionment, for any selling stockholder security holder which is a holder of Registrable Securities and which is a venture capital fund, or a partnership or corporation, the Affiliated Funds, partners, retired partners and stockholders holders of capital stock 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 stockholdersecurity holder,” and any pro-rata reduction with respect to such “selling stockholdersecurity holder” shall be based upon the aggregate amount of shares carrying registration rights owned by all entities and individuals included in such “selling stockholdersecurity holder,” as defined in this sentence.

Underwriting Requirements. In connection with any offering involving an underwriting of shares of the Company’s capital stockshares, the Company shall not be required under Section 1.3 to include any of the Holders’ securities in such underwriting unless they accept the terms of the underwriting as agreed upon between the Company and the underwriters selected by the Company it (or by other persons entitled to select the underwriters), and then only in such quantity as the underwriters determine in their sole discretion will not jeopardize the success of the offering by the Company. If the total amount of securities, including Registrable Securities, requested by stockholders shareholders to be included in such offering exceeds the amount of securities sold other than by the Company that the underwriters determine in their sole discretion is compatible with the success of the offering, then the Company shall be required to include in the offering only that number of such securities, including Registrable Securities, which the underwriters determine in their sole discretion will not jeopardize the success of the offering (the securities so included to be apportioned pro rata among the selling stockholders shareholders according to the total amount of securities entitled to be included therein owned by each selling stockholder shareholder or in such other proportions as shall mutually be agreed to by such selling stockholdersshareholders) but in no event shall (i) the amount of securities of the selling Holders included in the offering be reduced below 4025% of the total amount of securities included in such offering, unless such offering is the initial public offering of the Company’s securities, in which case, the selling stockholders shareholders may be excluded if the underwriters make the determination described above and no other stockholdershareholder’s securities are includedincluded or (ii) any securities held by any selling Holder be excluded unless any securities held by any other shareholder, including without limitation, any person who is an employee, officer or director of the Company (or any subsidiary of the Company), be first excluded from such registration and underwriting before any securities held by any selling Holder are so excluded. For purposes of the preceding parenthetical concerning apportionment, for any selling stockholder shareholder which is a holder of Registrable Securities and which is a venture capital fund, or a partnership or corporation, the Affiliated Funds, partners, retired partners partners, the affiliated venture capital funds and stockholders shareholders of such holder, or the estates and family members of any such partners and retired partners and any trusts for the benefit of any of the foregoing persons shall be deemed to be a single “selling stockholdershareholder,” and any pro-rata reduction with respect to such “selling stockholdershareholder” shall be based upon the aggregate amount of shares carrying registration rights owned by all entities and individuals included in such “selling stockholdershareholder,” as defined in this sentence.

Underwriting Requirements. In connection with any offering involving an underwriting of shares of the Company’s 's capital stock, the Company shall not be required under Section 1.3 to include any of the Holders’ ' securities in such underwriting unless they accept the terms of the underwriting as agreed upon between the Company and the underwriters selected by the Company it (or by other persons entitled to select the underwriters), and then only in such quantity as the underwriters determine in their sole discretion will not jeopardize the success of the offering by the Company. If the total amount of securities, including Registrable Register able Securities, requested by stockholders Holders to be included in such offering exceeds the amount of securities sold other than by the Company that the underwriters determine in their sole discretion is compatible with the success of the offering, then the Company shall be required to include in the offering only that number of such securities, including Registrable Register able Securities, which the underwriters determine in their sole discretion will not jeopardize the success of the offering (the securities so included to be apportioned pro rata among the selling stockholders according to the total amount of securities entitled to be included therein owned by each selling stockholder or in such other proportions as shall mutually be agreed to by such selling stockholders) but in no event shall the amount of securities of the selling Holders included in the offering be reduced below 40% thirty percent (30%) of the total amount of securities included in such offering, unless such offering is the initial public offering of the Company’s 's securities, in which case, the selling stockholders may be excluded if the underwriters make the determination described above and no other stockholder’s 's securities are included. For purposes of the preceding parenthetical concerning apportionment, for any selling stockholder which is a holder of Registrable Register able Securities and which is a venture capital fund, or a partnership or corporation, the Affiliated 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 stockholder,” " and any proo-rata reduction with respect to such “"selling stockholder” " shall be based upon the aggregate amount of shares carrying registration rights owned by all entities and individuals included in such “"selling stockholder,” " as defined in this s sentence.

Underwriting Requirements. In connection with any offering involving an underwriting of shares of the Company’s capital stock, the Company shall not be required under Section 1.3 to include any of the Holders’ securities in such underwriting unless they accept the terms of the underwriting as agreed upon between the Company and the underwriters selected by the Company it (or by other persons entitled to select the underwriters), and then only in such quantity as the underwriters determine in their sole discretion will not jeopardize the success of the offering by the Company. If the total amount of securities, including Registrable Securities, requested by stockholders to be included in such offering exceeds the amount of securities sold other than by the Company that the underwriters determine in their sole discretion is compatible with the success of the offering, then the Company shall be required to include in the offering only that number of such securities, including Registrable Securities, which the underwriters determine in their sole discretion will not jeopardize the success of the offering (the securities so included to be apportioned pro rata among the selling stockholders according to the total amount of securities entitled to be included therein owned by each selling stockholder or in such other proportions as shall mutually be agreed to by such selling stockholders) but in no event shall (i) the amount of securities of the selling Holders included in the offering be reduced below 4030% of the total amount of securities included in such offering, unless such offering is the initial public offering of the Company’s securities, in which case, the selling stockholders may be excluded if the underwriters make the determination described above and advise the Company of this in writing and no other stockholder’s securities are includedincluded or (ii) any securities held by a Founder be included if any securities held by any selling Holder are excluded. For purposes of the preceding parenthetical concerning apportionment, for any selling stockholder which is a holder of Registrable Securities and which is a venture capital fund, or a partnership or corporation, the Affiliated 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 stockholder,” and any pro-rata reduction with respect to such “selling stockholder” shall be based upon the aggregate amount of shares carrying registration rights owned by all entities and individuals included in such “selling stockholder,” as defined in this sentence.

Underwriting Requirements. In connection with any offering involving an underwriting of shares of the Company’s 's capital stock, the Company shall not be required under Section 1.3 to include any of the Holders’ ' securities in such underwriting unless they accept the terms of the underwriting as agreed upon between the Company and the underwriters selected by the Company it (or by other persons entitled to select the underwriters), and then only in such quantity as the underwriters determine in their sole discretion will not jeopardize the success of the offering by the Company. If the total amount of securities, including Registrable Securities, requested by stockholders shareholders to be included in such offering exceeds the amount of securities sold other than by the Company that the underwriters determine in their sole discretion is compatible with the success of the offering, then the Company shall be required to include in the offering only that number of such securities, including Registrable Securities, which the underwriters determine in their sole discretion will not jeopardize the success of the offering (the securities so included to be apportioned pro rata among the selling stockholders shareholders according to the total amount of securities entitled to be included therein owned by each selling stockholder shareholder or in such other proportions as shall mutually be agreed to by such selling stockholdersshareholders) but in no event shall the amount of securities of the selling Holders included in the offering be reduced below 40% fifteen percent (15%) of the total amount of securities included in such offering, unless such offering is the initial public offering of the Company’s 's securities, in which case, the selling stockholders Holders may be excluded completely if the underwriters make the determination described above and no other stockholder’s shareholder's securities are included. For purposes of the preceding parenthetical concerning apportionment, for any selling stockholder shareholder which is a holder of Registrable Securities and which is a venture capital fund, or a partnership or corporation, the Affiliated Funds, partners, retired partners and stockholders shareholders of such holder, or the estates and family members of any such partners and retired partners and any trusts for the benefit of any of the foregoing persons shall be deemed to be a single “"selling stockholdershareholder,” " and any pro-rata reduction with respect to such “"selling stockholder” shareholder" shall be based upon the aggregate amount of shares carrying registration rights owned by all entities and individuals included in such “"selling stockholdershareholder,” " as defined in this sentence.

Underwriting Requirements. In connection with any offering involving an underwriting of shares of the Company’s capital stock, the Company shall not be required under Section 1.3 to include any of the Holders’ securities in such underwriting unless they accept the terms of the underwriting as agreed upon between the Company and the underwriters selected by the Company it (or by other persons entitled to select the underwriters), and then only in such quantity as the underwriters determine in their sole discretion will not jeopardize the success of the offering by the Company. If the total amount of securities, including Registrable Securities, requested by stockholders shareholders to be included in such offering exceeds the amount of securities sold other than by the Company that the underwriters determine in their sole discretion is compatible with the success of the offering, then the Company shall be required to include in the offering only that number of such securities, including Registrable Securities, which the underwriters determine in their sole discretion will not jeopardize the success of the offering (the securities so included to be apportioned pro rata among the selling stockholders shareholders according to the total amount of securities entitled to be included therein owned by each selling stockholder shareholder or in such other proportions as shall mutually be agreed to by such selling stockholdersshareholders) but in no event shall the amount of securities of the selling Holders included in the offering be reduced below 40% twenty-five percent (25%) of the total amount of securities included in such offering, unless such offering is the initial public offering of the Company’s securities, securities in which case, case the selling stockholders shareholders may be excluded if the underwriters make the determination described above and no other stockholdershareholder’s securities are included. For purposes of the preceding parenthetical concerning apportionment, for any selling stockholder shareholder which is a holder of Registrable Securities and which is a partnership, venture capital fund, or a partnership investment fund or corporation, the Affiliated Fundspartners, members, retired partners, retired partners members and stockholders shareholders of such holder, or the estates and family members of any such partners partners, members and retired partners and members and any trusts for the benefit of any of the foregoing persons or any affiliates under common management of such corporation (collectively, “Affiliates”) shall be deemed to be a single “selling stockholdershareholder,” and any pro-rata reduction with respect to such “selling stockholdershareholder” shall be based upon the aggregate amount of shares carrying registration rights owned by all entities and individuals included in such “selling stockholdershareholder,” as defined in this sentence.

Underwriting Requirements. In connection with any offering involving an underwriting of shares of the Company’s capital stock, the Company shall not be required under Section 1.3 to include any of the Holders’ securities in such underwriting unless they accept the terms of the underwriting as agreed upon between the Company and the underwriters selected by the Company it (or by other persons entitled to select the underwriters), and then only in such quantity as the underwriters determine in their sole discretion will not jeopardize the success of the offering by the Company. If the total amount of securities, including Registrable Securities, requested by stockholders to be included in such offering exceeds the amount of securities sold other than by the Company that the underwriters determine in their sole discretion is compatible with the success of the offering, then the Company shall be required to include in the offering only that number of such securities, including Registrable Securities, which the underwriters determine in their sole discretion will not jeopardize the success of the offering (the securities so included to be apportioned pro rata among the selling stockholders according to the total amount of securities entitled to be included therein owned by each selling stockholder or in such other proportions as shall mutually be agreed to by such selling stockholders) but in no event shall (i) any shares being sold by a stockholder exercising a demand registration right similar to that granted in Section 1.2 be excluded from such offering, (ii) the amount of securities of the selling Holders included in the offering be reduced below 40% twenty percent (20%) of the total amount of securities included in such offering, unless such offering is the initial public offering of the Company’s securities, in which case, except as provided in (i), the selling stockholders may be excluded if the underwriters make the determination described above and no other stockholder’s securities are included, or (iii) any securities held by a Founder be included if any securities held by any selling Holder are excluded. For purposes of the preceding parenthetical concerning apportionment, for any selling stockholder which is a holder of Registrable Securities and which is a venture capital fund, or a partnership or corporation, the Affiliated 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 stockholder,” and any pro-rata reduction with respect to such “selling stockholder” shall be based upon the aggregate amount of shares carrying registration rights owned by all entities and individuals included in such “selling stockholder,” as defined in this sentence.

Underwriting Requirements. In connection with any offering ------------------------- involving an underwriting of shares of the Company’s 's capital stock, the Company shall not be required under Section 1.3 to include any of the Holders’ ' securities in such underwriting unless they accept the terms of the underwriting as agreed upon between the Company and the underwriters selected by the Company it (or by other persons entitled to select the underwriters), and then only in such quantity as the underwriters determine in their sole discretion will not jeopardize the success of the offering by the Company. If the total amount of securities, including Registrable Securities, requested by stockholders shareholders to be included in such offering exceeds the amount of securities sold other than by the Company that the underwriters determine in their sole discretion is compatible with the success of the offering, then the Company shall be required to include in the offering only that number of such securities, including Registrable Securities, which the underwriters determine in their sole discretion will not jeopardize the success of the offering (the securities so included to be apportioned pro rata among the selling stockholders shareholders according to the total amount of securities entitled to be included therein owned by each selling stockholder shareholder or in such other proportions as shall mutually be agreed to by such selling stockholdersshareholders) but in no event shall (i) the amount of securities of the selling Holders included in the offering be reduced below 40% thirty percent (30%) of the total amount of securities included in such offering, unless such offering is the initial public offering of the Company’s securitiesIPO, in which case, case the selling stockholders shareholders may be excluded if the underwriters make the determination described above or (ii) any securities held by the Founders and no by the Loveland Affiliates be included if any securities held by any selling Holder (other stockholder’s securities than the Founders or Loveland Affiliates) are includedexcluded. For purposes of the preceding parenthetical concerning apportionment, for any selling stockholder shareholder which is a holder Holder of Registrable Securities and which is a venture capital fund, or a partnership or corporation, the Affiliated Funds, partners, retired partners and stockholders shareholders of such holder, or the estates and family members of any such partners and retired partners and any trusts for the benefit of any of the foregoing persons shall be deemed to be a single “"selling stockholder------- shareholder,” " and any pro-rata reduction with respect to such “"selling stockholder” ----------- shareholder" shall be based upon the aggregate amount of shares carrying registration rights owned by all entities and individuals included in such “"selling stockholdershareholder,” " as defined in this sentence.

Underwriting Requirements. If the Registration in respect of which the Company gives notice under this Section 3.2 is for an underwritten offering, the Company shall so advise each Holder. In connection with any offering involving an underwriting of shares of the Company’s capital stockshares, the Company shall not be required under this Section 1.3 3.2 to include any of the Holders’ securities in such underwriting unless they accept the terms of the underwriting as agreed upon between the Company and the underwriters selected by the Company it (or by other persons entitled to select the underwriters)) and enter into an underwriting agreement in customary form with such underwriters, and then only in such quantity as the underwriters determine in their sole reasonable discretion will not jeopardize the success of the offering by the Company. If the total amount of securities, including Registrable Securities, requested by stockholders shareholders to be included in such offering exceeds the amount of securities sold other than by the Company that the underwriters determine in their sole reasonable discretion is compatible with the success of the offering, then the Company shall be required to include in the offering only that number of such securities, including Registrable Securities, which that the underwriters determine in their sole discretion will not jeopardize the success of the offering. In no event shall any Registrable Securities be excluded from such offering (unless all other shareholders’ securities are first excluded. In the securities so event that the underwriters determine that less than all of the Registrable Securities requested to be registered can be included to in such offering, then the Registrable Securities that are included in such offering shall be apportioned pro rata among the selling stockholders according to Holders based on the total amount number of securities entitled to be included therein owned Registrable Securities held by each all selling stockholder Holders or in such other proportions as shall mutually be agreed to by all such selling stockholders) but in no event shall the amount of securities of the selling Holders included in the offering be reduced below 40% of the total amount of securities included in such offering, unless such offering is the initial public offering of the Company’s securities, in which case, the selling stockholders may be excluded if the underwriters make the determination described above and no other stockholder’s securities are included. For purposes of the preceding parenthetical concerning apportionment, for any selling stockholder which is a holder of Registrable Securities and which is a venture capital fund, or a partnership or corporation, the Affiliated 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 stockholder,” and any pro-rata reduction with respect to such “selling stockholder” shall be based upon the aggregate amount of shares carrying registration rights owned by all entities and individuals included in such “selling stockholder,” as defined in this sentenceHolders.

Underwriting Requirements. In connection with any offering involving an underwriting of shares of the Company’s capital stock, the Company shall not be required under Section 1.3 above to include any of the Holders’ securities in such underwriting unless they accept the terms of the underwriting as agreed upon between the Company and the underwriters selected by the Company it (or by other persons entitled to select the underwriters), and then only in such quantity as the underwriters determine in their sole discretion will not jeopardize the success of the offering by the Company. If the total amount of securities, including Registrable Securities, requested by stockholders to be included in such offering exceeds the amount of securities sold other than by the Company that the underwriters determine in their sole discretion is compatible with the success of the offering, then the Company shall be required to include in the offering only that number of such securities, including Registrable Securities, which the underwriters determine in their sole discretion will not jeopardize the success of the offering (the securities so included to be apportioned pro rata among the selling stockholders according to the total amount of securities entitled to be included therein owned by each selling stockholder or in such other proportions as shall mutually be agreed to by such selling stockholders) but in no event shall the amount of securities of the selling Holders included in the offering be reduced below 40% twenty-five percent (25%) of the total amount of securities included in such offering, unless such offering is the initial public offering of the Company’s securities, securities in which casecase the selling stockholders (including, without limitation, the selling stockholders Holders) may be excluded entirely if the underwriters make the determination described above and no other stockholder’s securities are included. For purposes of the preceding parenthetical concerning apportionment, for any selling stockholder which is a holder Holder of Registrable Securities and which is a venture capital fund, or a partnership or corporation, the Affiliated Funds, partners, retired partners and stockholders of such holderHolder, 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 stockholder,” and any pro-pro rata reduction with respect to such “selling stockholder” shall be based upon the aggregate amount of shares carrying registration rights owned by all entities and individuals included in such “selling stockholder,” as defined in this sentence.

Underwriting Requirements. In connection with any offering involving an underwriting of shares of securities being issued by the Company’s capital stock, the Company shall not be required under Section 1.3 paragraph 6.3 to include any of the Holders’ ' securities in such underwriting unless they accept the terms of the underwriting as agreed upon between the Company and the underwriters selected by the Company (or by other persons entitled to select the underwriters)it, and then only in such quantity quantity, if any, as will not, in the underwriters determine opinion of the underwriters, jeopardize or in their sole discretion will not jeopardize any way reduce the success of the offering by the Company. If the total amount of securities, including Registrable Securities, requested by stockholders shareholders to be included in such offering exceeds the amount of securities sold other than by the Company that the underwriters determine in their sole discretion is compatible with the success of the offering, then the Company shall be required to include in the offering only that number of such securities, including Registrable Securities, which the underwriters determine in their sole discretion will not jeopardize the success of the offering (the securities so included to be apportioned pro rata among the selling stockholders shareholders according to the total amount of securities entitled to be included therein owned by each selling stockholder Shareholder or in such other proportions as shall mutually be agreed to by such selling stockholdersshareholders) but in no event shall the amount of securities Registrable Securities of the selling Holders included in the offering be reduced below 40% twenty percent (20%) of the total amount of securities included in such offering, unless such offering is the initial public offering of the Company’s securities, in which case, the selling stockholders may be excluded if the underwriters make the determination described above and no other stockholder’s securities are included. For purposes of the preceding parenthetical concerning apportionment, for any selling stockholder shareholder which is a holder of Registrable Securities and which is a venture capital fund, or a partnership or corporation, the Affiliated Funds, partners, retired partners and stockholders shareholders of such holder, or the estates and family members of any such partners and retired partners and any trusts for the benefit of any of the foregoing persons shall be deemed to be a single “"selling stockholder,” shareholder", and any pro-pro rata reduction with respect to such “"selling stockholder” shareholder" shall be based upon the aggregate amount of shares carrying registration rights owned by all entities and individuals included in such “"selling stockholder,” shareholder", as defined in this sentence.

Underwriting Requirements. In connection with any offering involving an underwriting of shares of the Company’s 's capital stock, the Company shall not be required under Section 1.3 to include any of the Holders’ ' securities in such underwriting unless they accept the terms of the underwriting as agreed upon between the Company and the underwriters selected by the Company (or by other persons entitled to select the underwriters), and then only in such quantity as the underwriters determine in their sole discretion will not jeopardize the success of the offering by the Company. If the total amount of securities, including Registrable Securities, requested by stockholders to be included in such offering exceeds the amount of securities sold other than by the Company that the underwriters determine in their sole discretion is compatible with the success of the offering, then the Company shall be required to include in the offering only that number of such securities, including Registrable Securities, which the underwriters determine in their sole discretion will not jeopardize the success of the offering (the securities so included to be apportioned pro rata among the selling stockholders according to the total amount of securities entitled to be included therein owned by each selling stockholder or in such other proportions as shall mutually be agreed to by such selling stockholders) but in no event shall (i) the amount of securities of the selling Holders included in the offering be reduced below 4025% of the total amount of securities included in such offering, unless such offering is the initial public offering of the Company’s 's securities, in which case, the selling stockholders may be excluded if the underwriters make the determination described above and no other stockholder’s 's securities are included. For purposes included or (ii) any securities held by any other selling stockholder be included if any Registrable Securities held by any selling Holder are excluded, without the consent of the preceding parenthetical concerning apportionment, for any selling stockholder which is Holders of a holder majority of Registrable Securities and which is a venture capital fund, or a partnership or corporation, the Affiliated 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 stockholder,” and any pro-rata reduction with respect to such “selling stockholder” shall be based upon the aggregate amount of shares carrying registration rights owned by all entities and individuals included in such “selling stockholder,” as defined in this sentence.the

Underwriting Requirements. In connection with any offering involving an underwriting of shares of the Company’s capital stock, the Company shall not be required under Section 1.3 2.3 to include any of the Holders’ securities in such underwriting unless they accept the terms of the underwriting as agreed upon between the Company and the underwriters selected by the Company (or by other persons entitled to select the underwriters), and then only in such quantity as the underwriters determine in their sole discretion will not jeopardize the success of the offering by the Company. If the total amount of securities, including Registrable Securities, Securities requested by stockholders to be included in such offering under Section 2.3, exceeds the amount of securities sold other than by the Company that the underwriters determine in their sole discretion is compatible with the success of the offering, then the Company shall be required to include in the offering only that number of such securities, including Registrable Securities, which the underwriters determine in their sole discretion will not jeopardize the success of the offering (the securities so included to be apportioned pro rata among the selling stockholders according to the total amount of securities entitled to be included therein owned by each selling stockholder or in such other proportions as shall mutually be agreed to by such selling stockholders) but in no event shall the amount of securities of the selling Holders included in the offering be reduced below 4030% of the total amount of securities included in such offering, unless such offering is the initial public offering of the Company’s securities, in which case, the selling stockholders may be excluded if the underwriters make the determination described above and no other stockholder’s securities are included. For purposes of the preceding parenthetical concerning apportionment, for any selling stockholder which is a holder of Registrable Securities and which is a venture capital fund, or a partnership or corporation, the Affiliated 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 stockholder,” and any pro-rata reduction with respect to such “selling stockholder” shall be based upon the aggregate amount of shares carrying registration rights owned by all entities and individuals included in such “selling stockholder,” as defined in this sentence.

Underwriting Requirements. In connection with any offering involving an underwriting of shares of the Company’s capital stock, the Company shall not be required under Section 1.3 to include any of the Holders’ securities in such underwriting unless they accept the terms of the underwriting as agreed upon between the Company and the underwriters selected by the Company it (or by other persons entitled to select the underwriters), and then only in such quantity as the underwriters determine in their sole discretion will not jeopardize the success of the offering by the Company. If the total amount of securities, including Registrable Securities, requested by stockholders to be included in such offering exceeds the amount of securities sold other than by the Company that the underwriters determine in their sole discretion is compatible with the success of the offering, then the Company shall be required to include in the offering only that number of such securities, including Registrable Securities, which the underwriters determine in their sole discretion will not jeopardize the success of the offering (the securities so included to be apportioned pro rata among the selling stockholders according to the total amount of securities entitled to be included therein owned by each selling stockholder or in such other proportions as shall mutually be agreed to by such selling stockholders) but in no event shall (i) the amount of securities of the selling Holders included in the offering be reduced below 4025% of the total amount of securities included in such offering, unless such offering is the initial public offering of the Company’s securities, in which case, the selling stockholders may be excluded if the underwriters make the determination described above and no other stockholder’s securities are includedincluded or (ii) any securities held by a Founder be included if any securities held by any selling Holder are excluded. Further, in no event shall any Registrable Securities be excluded from such offering unless all other stockholders’ securities are also excluded. For purposes of the preceding parenthetical concerning apportionment, for any selling stockholder which is a holder of Registrable Securities and which is a venture capital fund, or a partnership or corporation, the Affiliated 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 stockholder,” and any pro-rata reduction with respect to such “selling stockholder” shall be based upon the aggregate amount of shares carrying registration rights owned by all entities and individuals included in such “selling stockholder,” as defined in this sentence.

Underwriting Requirements. In connection with any offering involving an underwriting of shares of the Company’s 's capital stock, the Company shall not be required under this Section 1.3 4 to include any of the Holders’ ' securities in such underwriting unless they accept the terms of the underwriting as agreed upon between the Company and the underwriters selected by the Company it (or by other persons entitled to select the underwriters), and then only in such quantity as the underwriters determine in their sole discretion will not jeopardize the success of the offering by the Company. If the total amount of securities, including Registrable SecuritiesCommon Stock, requested by stockholders shareholders to be included in such offering exceeds the amount of securities sold other than by the Company that the underwriters determine in their sole discretion is compatible with the success of the offering, then the Company shall be required to include in the offering only that number of such securities, including Registrable SecuritiesCommon Stock, which the underwriters determine in their sole discretion will not jeopardize the success of the offering (the securities so included to be apportioned pro rata among the selling stockholders shareholders according to the total amount of securities entitled to be included therein owned by each selling stockholder shareholder or in such other proportions as shall mutually be agreed to by such selling stockholdersshareholders) but in no event shall the amount of securities of the selling Holders Shareholders included in the offering be reduced below 40% thirty percent (30%) of the total amount of securities requested by each such selling Holder to be included in such offering, unless such offering is the initial public offering of the Company’s securities, 's Initial Public Offering in which case, case the selling stockholders shareholders may be excluded entirely if the underwriters make the determination described above and no other stockholder’s securities are included. For purposes of the preceding parenthetical concerning apportionment, for any selling stockholder which is a holder of Registrable Securities and which is a venture capital fund, or a partnership or corporation, the Affiliated 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 stockholder,” and any pro-rata reduction with respect to such “selling stockholder” shall be based upon the aggregate amount of shares carrying registration rights owned by all entities and individuals included in such “selling stockholder,” as defined in this sentenceabove.