Common use of Underwriting Requirements Clause in Contracts

Underwriting Requirements. In connection with any offering involving an underwriting of shares being issued by the Corporation, the Corporation shall not be required under Section 2 to include any of the Holders' securities in such underwriting unless they accept the terms of the underwriting as agreed upon between the Corporation and the underwriters selected by it, and then only in such quantity as will not, in the opinion of the underwriters, jeopardize the success of the offering by the Corporation. If the total amount of securities, including Registerable Securities, requested by Holders to be included in such offering exceeds the amount of securities sold other than by the Corporation that the underwriters reasonably believe compatible with the success of the offering, then the Corporation shall be required to include in the offering only that number of such securities, including Registerable Securities, which the underwriters believe will not jeopardize the success of the offering (the securities so included to be apportioned pro rata among the selling Holders according to the total amount of securities entitled to be included therein owned by each selling Holder or in such other proportions as shall mutually be agreed to by such selling Holders) but in no event shall: (i) the amount of securities of the selling Holders included in the offering be reduced below 50% of the total amount of securities included in such offering, unless such offering is the initial public offering of the Corporation's securities, in which case the selling Holders may be excluded if the underwriters make the determination described above and no other Holder's securities are included. For purposes of the preceding parenthetical concerning apportionment, for any selling Holder which is a partnership or corporation, the partners, retired partners and shareholders of such Holder, or the estates and family members of any such partners and retired partners and any trusts for the benefit of any of the foregoing persons shall be deemed to be a single "selling Holder," and any pro rata reduction with respect to such "selling Holder" shall be based upon the aggregate amount of shares carrying registration rights owned by all entities and individuals included in such "selling Holder," as defined in this sentence.

Underwriting Requirements. In connection with any offering involving an underwriting of shares being issued by the Corporation, the Corporation shall not be required under Section 2 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 Corporation and the underwriters selected by it, and then only in such quantity as will not, in the opinion of the underwriters, jeopardize the success of the offering by the Corporation. If the total amount of securities, including Registerable Securities, requested by Holders Holder to be included in such offering exceeds the amount of securities sold other than by the Corporation that the underwriters reasonably believe compatible with the success of the offering, then the Corporation shall be required to include in the offering only that number of such securities, including Registerable Securities, which the underwriters believe will not jeopardize the success of the offering (the securities so included to be apportioned pro rata among the selling Holders Holder according to the total amount of securities entitled to be included therein owned by each selling Holder or in such other proportions as shall mutually be agreed to by such selling HoldersHolder) but in no event shall: (i) the amount of securities of the selling Holders Holder included in the offering be reduced below 50% of the total amount of securities included in such offering, unless such offering is the initial public offering of the Corporation's securities, in which case the selling Holders Holder may be excluded if the underwriters make the determination described above and no other Holder's securities are included. For purposes of the preceding parenthetical concerning apportionment, for any selling Holder which is a partnership or corporation, the partners, retired partners and shareholders of such Holder, or the estates and family members of any such partners and retired partners and any trusts for the benefit of any of the foregoing persons shall be deemed to be a single "selling Holder," and any pro rata reduction with respect to such "selling Holder" shall be based upon the aggregate amount of shares carrying registration rights owned by all entities and individuals included in such "selling Holder," as defined in this sentence.

Underwriting Requirements. In connection with any offering Registration Statement involving an underwriting underwritten offering of shares being issued by of the CorporationCompany’s Common Stock, the Corporation Company shall not be required under Section 2 to include any of the HoldersPurchasers' securities Registrable Securities in such underwriting unless they accept the Purchaser accepts the terms of the underwriting as agreed upon between the Corporation Company and the underwriters selected by itits underwriters, and then only in such quantity as the underwriter in its sole discretion determines will not, in the opinion of the underwriters, not jeopardize the success of the offering by the CorporationCompany. If the total amount number of securities, including Registerable Securities, requested by Holders Registrable Securities to be included in such offering (the “Requested Securities”) exceeds the amount number of securities to be sold (other than by the Corporation Company) that the underwriters reasonably believe underwriter in its reasonable discretion determines is compatible with the success of the offering, then the Corporation Company shall be required to include in the offering only that number of such securities, including Registerable Securities, Requested Securities which the underwriters believe underwriter, in its sole discretion, determines will not jeopardize the success of the offering (offering. If the securities so included underwriter determines that less than all of the Requested Securities requested to be apportioned pro rata among the selling Holders according to the total amount of securities entitled to registered can be included therein owned by each selling Holder or in such other proportions as shall mutually be agreed to by such selling Holders) but in no event shall: (i) the amount of securities of the selling Holders included in the offering be reduced below 50% of the total amount of securities included in such offering, unless then the securities to be registered that are included in such offering is shall be allocated among the initial public offering holders of the Corporation's securitiesRegistrable Securities (the “Holders”) in proportion (as nearly as practicable to) the number of Requested Securities owned by each Holder. To facilitate the allocation of shares in accordance with the above provisions, in which case the selling Holders may be excluded if Company or the underwriters make may round the determination described above and no other Holder's securities are includednumber of shares allocated to any Holder to the nearest 10 shares. For purposes of the preceding parenthetical provision in this Section 4 concerning apportionment, for any selling Holder which that is a partnership partnership, limited liability company, or corporation, the partners, members, retired partners partners, retired members, shareholders, and shareholders affiliates of such Holder, or the estates and 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 “Holder," ” and any pro rata reduction with respect to such "selling “Holder" ” shall be based upon the aggregate amount number of shares carrying registration rights Requested Securities owned by all entities and individuals persons included in such "selling “Holder," ” as defined in this sentence. The Purchasers understand that the underwriter may determine that none of the Registrable Securities can be included in the offering.

Underwriting Requirements. In connection with any offering ------------------------- involving an underwriting of shares being issued by the CorporationCompany, the Corporation Company shall not be required under Section 2 7.3 to include any of the Holders' securities in such underwriting unless they accept the terms of the underwriting as agreed upon between the Corporation Company and the underwriters selected by it, and then only in such quantity as will not, in the opinion of the underwriters, jeopardize the success of the offering by the CorporationCompany. If the total amount of securities, including Registerable Registrable Securities, requested by Holders stockholders to be included in such offering exceeds the amount of securities sold other than by the Corporation Company (or the stockholder initiating the registration) that the underwriters reasonably believe compatible with the success of the offering, then the Corporation Company shall be required to include in the offering only that number of such securities, including Registerable Registrable Securities, which the underwriters believe will not jeopardize the success of the offering (the securities so included to be apportioned pro rata among the selling Holders stockholders according to the total amount of securities entitled to be included therein owned by each selling Holder stockholder or in such other proportions as shall mutually be agreed to by such selling Holders) but stockholders); provided, however, that in no event shall: shall (i) the amount of securities of the selling Holders included in the offering be reduced below 5030% of the total amount of securities included in such offering, offering (unless such offering is the initial public offering of the Corporation's securitiesInitial Public Offering, in which case the amount of securities of the selling Holders may be reduced below 30% but only after all securities of other selling stockholders are excluded if the underwriters make the determination described above from such offering, (ii) any securities of selling Holders shall be excluded until all securities of selling Founders and no other Holder's securities are included. For purposes of the preceding parenthetical concerning apportionmentemployees of, for any selling Holder which is a partnership or corporationconsultants and advisors to, the partnersCompany are excluded; and (iii) notwithstanding (i) above, retired partners and shareholders of any shares being sold by a stockholder exercising a demand registration right similar to that granted in Section 7.2 be excluded from such Holder, or the estates and family members of any such partners and retired partners and any trusts for the benefit of any of the foregoing persons shall be deemed to be a single "selling Holder," and any pro rata reduction with respect to such "selling Holder" shall be based upon the aggregate amount of shares carrying registration rights owned by all entities and individuals included in such "selling Holder," as defined in this sentenceoffering.

Underwriting Requirements. In connection with any offering Registration Statement involving an underwriting underwritten offering of shares being issued by of the CorporationCompany’s Common Stock, the Corporation Company shall not be required under Section 2 to include any of the Holders' securities Purchasers’ Registrable Securities in such underwriting unless they accept the Purchaser accepts the terms of the underwriting as agreed upon between the Corporation Company and the underwriters selected by itits underwriters, and then only in such quantity as the underwriter in its sole discretion determines will not, in the opinion of the underwriters, not jeopardize the success of the offering by the CorporationCompany. If the total amount number of securities, including Registerable Securities, requested by Holders Registrable Securities to be included in such offering (the “Requested Securities”) exceeds the amount number of securities to be sold (other than by the Corporation Company) that the underwriters reasonably believe underwriter in its reasonable discretion determines is compatible with the success of the offering, then the Corporation Company shall be required to include in the offering only that number of such securities, including Registerable Securities, Requested Securities which the underwriters believe underwriter, in its sole discretion, determines will not jeopardize the success of the offering (offering. If the securities so included to be apportioned pro rata among the selling Holders according to the total amount of securities entitled to be included therein owned by each selling Holder or in such other proportions as shall mutually be agreed to by such selling Holders) but in no event shall: (i) the amount of securities underwriter determines that less than all of the selling Holders included in the offering Requested Securities can be reduced below 50% of the total amount of securities included in such offering, unless then the securities to be registered that are included in such offering is shall be allocated among the initial public offering holders of the Corporation's securitiesRegistrable Securities (the “Holders”) in proportion (as nearly as practicable) to the number of Requested Securities owned by each Holder. To facilitate the allocation of shares in accordance with the above provisions, in which case the selling Holders may be excluded if Company or the underwriters make may round the determination described above and no other Holder's securities are includednumber of shares allocated to any Holder to the nearest 10 shares. For purposes of the preceding parenthetical provision in this Section 4 concerning apportionment, for any selling Holder which that is a partnership partnership, limited liability company, or corporation, the partners, members, retired partners partners, retired members, shareholders, and shareholders affiliates of such Holder, or the estates and 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 “Holder," ” and any pro rata reduction with respect to such "selling “Holder" ” shall be based upon the aggregate amount number of shares carrying registration rights Requested Securities owned by all entities and individuals Persons included in such "selling “Holder," ” as defined in this sentence. The Purchasers understand that the underwriter may determine that none of the Registrable Securities can be included in the offering.

Underwriting Requirements. In connection with any offering ------------------------- involving an underwriting of shares being issued by of the CorporationCompany's capital stock, the Corporation Company shall not be required under Section 2 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 Corporation Company and the underwriters selected by itthose persons entitled to select the underwriters, and then only in such quantity as the underwriters determine in their sole discretion will not, in the opinion of the underwriters, not jeopardize the success of the offering by the CorporationCompany. If the total amount of securities, including Registerable Registrable Securities, requested by Holders shareholders to be included in such offering exceeds the amount of securities sold other than by the Corporation Company that the underwriters reasonably believe determine in their sole discretion is compatible with the success of the offering, then the Corporation Company shall be required to include in the offering only that number of such securities, including Registerable Registrable Securities, which the underwriters believe determine in their sole discretion will not jeopardize the success of the offering (the securities so included to be apportioned pro rata rata, according to the total amount of securities entitled to be included, among the selling Holders Holders' Registrable Securities first, and then, to the extent that the number of the Holders' Registrable Securities to be included in such offering is less that the total amount of securities entitled to be included therein, apportioned pro rata, according to the total amount of securities entitled to be included therein owned by each therein, among the other selling Holder or in such other proportions as shall mutually be agreed to by such selling Holdersshareholders) but in no event shall: (i) shall the amount of securities Registrable Securities of the selling Holders included in the offering be reduced below 50% if the number of the Holders' Registrable Securities to be included in such offering is less that the total amount of securities included in such offering, unless such offering is the initial public offering of the Corporation's securities, in which case the selling Holders may be excluded if the underwriters make the determination described above and no other Holder's securities are included. For purposes of the preceding parenthetical concerning apportionment, for any selling Holder which is a partnership or corporation, the partners, retired partners and shareholders of such Holder, or the estates and family members of any such partners and retired partners and any trusts for the benefit of any of the foregoing persons shall be deemed entitled to be a single "selling Holder," and any pro rata reduction with respect to such "selling Holder" shall be based upon the aggregate amount of shares carrying registration rights owned by all entities and individuals included in such "selling Holder," as defined in this sentencetherein.

Underwriting Requirements. In connection with any offering involving an underwriting of shares being issued by of the CorporationCompany’s capital stock, the Corporation Company shall not be required under this Section 2 1.3 to include any of the Holders' ’ securities in such underwriting unless they such Holders accept the terms of the underwriting as agreed upon between the Corporation Company and the underwriters selected by itthe Company (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 discretion will not, in the opinion of the underwriters, not jeopardize the success of the offering by the CorporationCompany. If the total amount of securities, including Registerable Registrable Securities, requested by Holders stockholders to be included in such offering exceeds the amount of securities sold other than by the Corporation Company that the underwriters reasonably believe determine in their sole discretion is compatible with the success of the offering, then the Corporation Company shall be required to include in the offering only that number of such securities, including Registerable Registrable Securities, which that the underwriters believe 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 Holders according to based on the total amount number of securities entitled to be included therein owned Registrable Securities held by each all selling Holder Holders or in such other proportions as shall mutually be agreed to by all such selling Holders) but . Notwithstanding the foregoing, in no event shall: (i) shall the amount of securities of the selling Holders included in the offering be reduced below 50% twenty-five percent (25%) of the total amount of securities included in such offering, unless such offering is the initial public offering of the Corporation's securitiesInitial Offering, in which case the selling Holders may be excluded entirely if the underwriters make the determination described above and no other Holder's stockholder’s securities are includedincluded in such offering. For purposes of the preceding parenthetical sentence concerning apportionment, for any selling Holder which stockholder that is a Holder of Registrable Securities and that is a venture capital fund, partnership or corporation, the affiliated venture capital funds, partners, retired partners and shareholders stockholders of such Holder, or the estates and family members of any such partners and retired partners and any trusts for the benefit of any of the foregoing persons shall be deemed to be a single "“selling Holder," ” and any pro rata reduction with respect to such "“selling Holder" ” shall be based upon the aggregate amount of shares carrying registration rights Registrable Securities owned by all such related entities and individuals included in such "selling Holder," as defined in this sentenceindividuals.

Underwriting Requirements. In connection with any offering involving an underwriting of shares being issued by of the CorporationCompany's capital stock, the Corporation Company shall not be required under Section 2 4.2 to include any of the Holders' securities in such underwriting unless they accept the terms of the underwriting as agreed upon between the Corporation Company and the underwriters selected by it, and then only in such quantity as the underwriters determine in their sole discretion will not, in the opinion of the underwriters, jeopardize the success of the offering by the CorporationCompany. If the total amount of securities, including Registerable Registrable Securities, requested by Holders stockholders to be included in such any underwritten offering exceeds the amount of securities sold other than by the Corporation Company that the underwriters reasonably believe determine in their sole discretion is compatible with the success of the offering, then the Corporation Company shall be required to include in the offering only that number of such securities, including Registerable Registrable Securities, which the underwriters believe 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 Holders stockholders according to the total amount of securities requested and entitled to be included therein owned by each selling Holder stockholder or in such other proportions as shall mutually be agreed to by such selling Holders) but in no event shall: (i) the amount of securities of the selling Holders included in the offering be reduced below 50% of the total amount of securities included in such offering, unless such offering is the initial public offering of the Corporation's securities, in which case the selling Holders may be excluded if the underwriters make the determination described above and no other Holder's securities are includedstockholders). For purposes of the preceding parenthetical concerning apportionment, for any selling Holder stockholder which is a holder of Registrable Securities and which is a partnership or corporation, the partners, retired partners and shareholders 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 Holderstockholder," and any pro pro-rata reduction with respect to such "selling Holderstockholder" shall be based upon the aggregate amount of shares carrying registration rights owned by all entities and individuals included in such "selling Holderstockholder," as defined in this sentence, which were requested to be included in such registration statement.

Underwriting Requirements. In connection with any offering in which the Holder would otherwise be permitted to include Registrable Securities pursuant to this Section 1.2 involving an underwriting of shares being issued by of the CorporationCompany’s capital stock, the Corporation Company shall not be required under this Section 2 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 Corporation Company and the underwriters selected by itit (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, in the opinion of the underwriters, not jeopardize the success of the offering by the CorporationCompany. If the total amount of securities, including Registerable Registrable Securities, requested by Holders stockholders to be included in such offering exceeds the amount of securities sold other than by the Corporation Company that the underwriters reasonably believe determine in their sole discretion is compatible with the success of the offering, then the Corporation Company shall be required to include in the offering only that number of such securities, including Registerable Registrable Securities, which that the underwriters believe 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 Holders according to the total amount of securities entitled to be included therein owned by each selling Holder or in such other proportions as shall mutually be agreed to by such selling Holders) ), but in no event shall: (i) shall the amount of securities of the selling Holders included in the offering be reduced below 50% fifteen percent (15%) of the total amount of securities included in such offering, unless such offering is the initial public offering of the Corporation's securities, in which case the selling Holders may be excluded if the underwriters make the determination described above and no other Holder's securities are included. For purposes of the preceding parenthetical concerning apportionment, for any selling stockholder that is a Holder which of Registrable Securities and that is a partnership or corporation, the partners, retired partners and shareholders stockholders of such Holder, or the estates and family members of any such partners and retired partners and any trusts for the benefit of any of the foregoing persons shall be deemed to be a single "“selling Holder," ” and any pro rata reduction with respect to such "“selling Holder" ” shall be based upon the aggregate amount of shares carrying registration rights Registrable Securities owned by all such related entities and individuals included in such "selling Holder," as defined in this sentenceindividuals.

Underwriting Requirements. In connection with any offering involving an underwriting of shares being issued by of the CorporationCompany’s capital stock, the Corporation Company shall not be required under Section 2 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 Corporation Company and the underwriters selected by it, and then only in such quantity as the underwriters determine in their sole discretion will not, in the opinion of the underwriters, not jeopardize the success of the offering by the CorporationCompany. If the total amount of securities, including Registerable Registrable Securities, requested by Holders stockholders to be included in such offering exceeds exceeds, in the underwriters sole discretion, the amount of securities sold that can be sold, other than by the Corporation that the underwriters reasonably believe compatible with the success of Company, successfully in the offering, then the Corporation Company shall be required to include in the offering only that number of such securities, including Registerable Registrable Securities, which the underwriters believe 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 Holders stockholders according to the total amount of securities entitled to be included therein owned by each selling Holder stockholder or in such other proportions as shall mutually be agreed to by such selling Holdersstockholders) but in no event shall: shall (i) the amount of securities of the selling Holders included in the offering be reduced below 50% twenty percent (20%) of the total amount of securities included in such offering, unless such offering is the initial public offering of the Corporation's securities, Company’s securities in which case the selling Holders stockholders may be excluded if the underwriters make the determination described above and no other Holder's stockholder’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 or (iii) any securities held by a Founder be included if any securities held by any selling Holder other than the Founders are excluded. For purposes of the preceding parenthetical sentence concerning apportionment, for any selling Holder stockholder which is a holder of Registrable Securities and which is a partnership or corporation, the partners, retired partners and shareholders 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 Holderstockholder," ” and any pro pro-rata reduction with respect to such "“selling Holder" stockholder” shall be based upon the aggregate amount of shares carrying registration rights owned by all entities and individuals included in such "“selling Holderstockholder," ” as defined in this sentence. In addition, the number of shares of Registrable Securities issued or issuable upon conversion of the Preferred Stock shall not be reduced from such underwriting unless all other Registrable Securities are first entirely excluded from the underwriting. Any Registrable Securities excluded or withdrawn from any underwriting shall be withdrawn from the registration. To facilitate the allocation of shares in accordance with the above provisions, the Company or managing underwriter may round the number of shares allocated to the nearest one hundred (100) shares. If any Holder of Registrable Securities disapproves of the terms of the underwriting, such person may elect to withdraw therefrom by written notice to the Company, the managing underwriter and the Initiating Holders delivered at least twenty (20) days prior to the anticipated date of the registration statement. The Registrable Securities so withdrawn shall not be transferred in a public distribution prior to ninety (90) days after the effective date of such registration or such longer period (not to exceed one hundred eighty (180) days) of time the managing underwriter may require.

Underwriting Requirements. (a) In connection with any offering under Section 3 involving an underwriting of shares being issued by the Corporation, the Corporation shall not be required under Section 2 to include any of the Holders' securities Holder’s Registrable Shares in such underwriting unless they accept such Holder accepts the terms of the underwriting as agreed upon between the Corporation and the underwriters selected by it, and then only in such quantity as will not, in the reasonable opinion of the underwriters, jeopardize the success of the offering by the Corporation. If the total amount of securities, including Registerable Securities, requested by securities that all Holders request to be included in such an underwritten offering under Section 3 exceeds the amount of securities sold other than by the Corporation that the underwriters reasonably believe compatible with the success of the offering, then the Corporation shall be required to include in the offering only that number of such securities, including Registerable Securities, which the underwriters believe will not jeopardize the success may exclude some or all of the offering (Registrable Shares from such registration and underwriting, provided, however, that the securities so included to be apportioned pro rata among the selling Holders according to the total amount of securities entitled to be included therein owned by each selling Holder or in such other proportions as Registrable Shares shall mutually be agreed to by such selling Holders) but in no event shall: (i) the amount of securities of the selling Holders included in the offering not be reduced below 5030% of the total amount of securities included offered in such offering, the registration unless such offering the registration is for the initial public offering of Corporation securities. The number of Registrable Shares of the Holders to be included in such underwriting and registration shall not be reduced unless all other securities (excluding those of the Corporation's securities) are first entirely excluded from the underwriting and registration; provided, however, that the Holders of sixty-six percent (66%) of all Registrable Shares may consent to a reduction in which case the number of Registrable Shares to be included in the underwriting and registration. If there is a reduction of the number of Registrable Shares pursuant to this Section 8(a), such reduction shall be made in accordance with Section 12 hereto. (b) With respect to any underwriting of shares to be registered under Section 2 or Section 11, the selling Holders may be excluded if who initiate the underwriters make request for registration shall have the determination described above and no other Holder's securities are included. For purposes right to designate the managing underwriter or underwriters, subject to the consent of the preceding parenthetical concerning apportionment, for Corporation which shall not be unreasonably withheld or delayed. In connection with any selling Holder which is a partnership or corporationunderwritings of shares to be registered under Section 3, the partners, retired partners and shareholders of such Holder, Corporation shall have the right to designate the managing underwriter or the estates and family members of any such partners and retired partners and any trusts for the benefit of any of the foregoing persons shall be deemed to be a single "selling Holder," and any pro rata reduction with respect to such "selling Holder" shall be based upon the aggregate amount of shares carrying registration rights owned by all entities and individuals included in such "selling Holder," as defined in this sentenceunderwriters.

Underwriting Requirements. (a) In connection with any offering involving an underwriting of shares being issued by of the CorporationCompany’s capital stock pursuant to Section 2.2, the Corporation Company shall not be required under Section 2 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 Corporation Company and the underwriters selected by itits underwriters, and then only in such quantity as the underwriters in their sole discretion determine will not, in the opinion of the underwriters, not jeopardize the success of the offering by the CorporationCompany. If the total amount number of securities, including Registerable Registrable Securities, requested by Holders stockholders to be included in such offering exceeds the amount number of securities to be sold (other than by the Corporation Company) that the underwriters reasonably believe in their reasonable discretion determine is compatible with the success of the offering, then the Corporation Company shall be required to include in the offering only that number of such securities, including Registerable Registrable Securities, which the underwriters believe 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 Holders according to in proportion (as nearly as practicable to) the total amount number of securities entitled to be included therein Registrable Securities owned by each selling Holder or in such other proportions as shall mutually be agreed to by all such selling Holders) but . Notwithstanding the foregoing, in no event shall: shall (i) the amount number of Registrable Securities included in the offering be reduced unless all other securities (other than securities to be sold by the Company) are first entirely excluded from the offering, or (ii) the number of the selling Holders Registrable Securities included in the offering be reduced below 50% twenty percent (20%) of the total amount number of securities included in such offering, unless such offering is the initial public offering of the Corporation's securitiesIPO, in which case the selling Holders may be excluded further if the underwriters make the determination described above and no other Holder's stockholder’s securities are includedincluded in such offering. For purposes of the preceding parenthetical provision in this Section 2.3(b) concerning apportionment, for any selling Holder which that is a partnership partnership, limited liability company, or corporation, the partners, members, retired partners partners, retired members, stockholders, and shareholders Affiliates of such Holder, 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 Holder," ” and any pro rata reduction with respect to such "“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 Holder," ” as defined in this sentence.

Underwriting Requirements. In connection with any offering involving an underwriting of shares being issued by of the Corporation, Company’s capital stock pursuant to Subsection 2.1 the Corporation Company shall not be required under Section 2 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 Corporation Company and the underwriters selected by itits underwriters, and then only in such quantity as the underwriters in their sole discretion determine will not, in the opinion of the underwriters, not jeopardize the success of the offering by the CorporationCompany. If the total amount number of securities, including Registerable Registrable Securities, requested by Holders stockholders to be included in such offering exceeds the amount number of securities to be sold (other than by the Corporation Company) that the underwriters reasonably believe in their reasonable discretion determine is compatible with the success of the offering, then the Corporation Company shall be required to include in the offering only that number of such securities, including Registerable Registrable Securities, which the underwriters believe 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 Holders according to in proportion (as nearly as practicable to) the total amount number of securities entitled to be included therein Registrable Securities owned by each selling Holder or in such other proportions as shall mutually be agreed to by all such selling Holders) but . Notwithstanding the foregoing, in no event shall: shall (i) the amount number of Registrable Securities included in the offering be reduced unless all other securities (other than securities to be sold by the Company) are first entirely excluded from the offering, or (ii) the number of the selling Holders Registrable Securities included in the offering be reduced below 50% twenty percent (20%) of the total amount number of securities included in such offering, unless such offering is the initial public offering of the Corporation's securities, in which case the selling Holders may be excluded if the underwriters make the determination described above and no other Holder's securities are included. For purposes of the preceding parenthetical provision in this Subsection 2.2 concerning apportionment, for any selling Holder which that is a partnership partnership, limited liability company, or corporation, the partners, members, retired partners partners, retired members, stockholders, and shareholders Affiliates of such Holder, 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 Holder," ” and any pro rata reduction with respect to such "“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 Holder," ” as defined in this sentence.

Underwriting Requirements. In connection with any offering involving an underwriting of shares being issued by the CorporationCompany, the Corporation Company shall not be required under Section Paragraph 2 to include any of the Holders' Holder's securities in such underwriting unless they accept it accepts the terms of the underwriting as agreed upon between the Corporation Company and the underwriters selected by it, and then only in such quantity as will not, in the opinion of the underwriters, jeopardize the success of the offering by the CorporationCompany. If the total amount of securities, including Registerable Registrable Securities, requested by Holders stockholders to be included in such offering exceeds the amount of securities sold other than by the Corporation Company that the underwriters reasonably believe compatible with the success of the offering, then the Corporation Company shall be required to include in the offering only that number of such securities, including Registerable Registrable Securities, which the underwriters believe will not jeopardize the success of the offering (the securities so included to be apportioned pro rata among the selling Holders stockholders according to the total amount of securities entitled to be included therein owned by each selling Holder stockholder or in such other proportions as shall mutually be agreed to by such selling Holders) but in no event shall: (i) the amount of securities of the selling Holders included in the offering be reduced below 50% of the total amount of securities included in such offering, unless such offering is the initial public offering of the Corporation's securities, in which case the selling Holders may be excluded if the underwriters make the determination described above and no other Holder's securities are includedstockholders). For purposes of the preceding parenthetical concerning apportionment, for any selling Holder which stockholder that is a holder of Registrable Securities and that is a partnership or corporation, the partners, retired partners and shareholders stockholders of such the 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 Holderstockholder," and any pro rata reduction with respect to such "selling Holderstockholder" shall be based upon the aggregate amount of shares carrying registration rights owned by all entities and individuals included in such "selling Holderstockholder," as defined in this sentence.

Underwriting Requirements. In connection with any offering involving an underwriting of shares being issued by the CorporationCompany, the Corporation Company shall not be required under Section 2 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 Corporation Company and the underwriters selected by itit (provided that such underwriters shall be of nationally recognized reputation), and then only in such quantity as will not, in the opinion of the underwriters, jeopardize the success of the offering by the CorporationCompany. If the total amount of securities, including Registerable Registrable Securities, requested by Holders shareholders to be included in such offering exceeds the amount of securities sold other than by the Corporation Company that the underwriters reasonably believe compatible with the success of the offering, then the Corporation Company shall be required to include in the offering only that number of such securities, including Registerable Registrable Securities, which the underwriters believe will not jeopardize the success of the offering (the securities so included to be apportioned pro rata (i) first among the selling Holders according to the total amount of securities entitled to be included therein owned by each shareholders holding Registrable Securities and (ii) second among selling Holder or in such shareholders holding other proportions as shall mutually be agreed to by such selling Holders) but in equity securities. In no event shall: (i) shall the amount of securities of the selling Holders included in the offering be reduced below 50% twenty percent (20%) of the total amount of securities included in such offering, unless such offering is the initial Company’s first firm commitment underwritten public offering of the Corporation's securitiesCompany’s securities registered under the Act (the “Initial Public Offering”), in which case the selling Holders shareholders may be excluded if the underwriters make the determination described above and no other Holder's shareholder’s securities are included. Notwithstanding the foregoing, the Company shall not include in any registration pursuant to this Section 2.3 that is an underwritten offering any securities that are held by an employee of the Company or any of its subsidiaries or any person controlled by any such employee without the prior written consent of the underwriters. For purposes of the preceding parenthetical concerning apportionment, for any selling Holder shareholder which is a holder of Registrable Securities and which is a partnership or corporation, the partners, retired partners and shareholders 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 Holdershareholder," ” and any pro rata reduction with respect to such "“selling Holder" shareholder” shall be based upon the aggregate amount of shares carrying registration rights owned by all entities and individuals included in such "“selling Holdershareholder," ” as defined in this sentence.

Underwriting Requirements. In connection with any offering involving an underwriting of shares being issued by of the CorporationCompany’s capital stock pursuant to this Section 2, the Corporation Company shall not be required under Section 2 to include any of the Holders' ’ securities in such underwriting unless they accept the terms of the underwriting as agreed upon between the Corporation Company and the underwriters selected by itits underwriters, and then only in such quantity as the underwriters determine in their sole discretion will not, in the opinion of the underwriters, not jeopardize the success of the offering by the CorporationCompany. If the total amount number of securities, including Registerable Registrable Securities, requested by Holders stockholders to be included in such offering exceeds the amount of securities to be sold other than by the Corporation Company that the underwriters reasonably believe determine in their sole discretion is compatible with the success of the offering, then the Corporation Company shall be required to include in the offering only that number of such securities, including Registerable Registrable Securities, which the underwriters believe and the Company determine in their sole discretion will not jeopardize the success of the offering (offering. Notwithstanding any other provision of this Section 2.5, if the managing underwriter determines that there be a limitation of the number of shares to be underwritten, no securities to be registered for sale by Holders shall be included unless all shares to be registered for sale by the Company to be included in such underwriting are so included and any remaining securities to be apportioned included in such registration shall be allocated pro rata among the selling Holders according to and any other holders of “piggy-back” registration rights (and no other stockholders), based on the total amount number of securities entitled shares requested to be included therein owned by each selling Holder or in such other proportions as registration by all such holders. The Company shall mutually so advise each Holder and the number of shares of Registrable Securities to be agreed to by such selling Holders) but in no event shall: (i) the amount of securities of the selling Holders included in the offering registration and underwriting shall be reduced below 50% of the total amount of securities included in such offering, unless such offering is the initial public offering of the Corporation's securities, in which case the selling Holders may be excluded if the underwriters make the determination described above and no other Holder's securities are includedso limited. For purposes of the preceding parenthetical concerning apportionmentapportionment as set forth in this Section 2.5, for any selling Holder stockholder which is a partnership Holder of Registrable Securities and which is an investment fund, partnership, limited liability company or corporation, the partners, members, retired partners partners, retired members, stockholders and shareholders Affiliates of such Holder, 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 Holder," ”, and any pro pro-rata reduction with respect to such "“selling Holder" ” shall be based upon the aggregate amount of shares carrying registration rights owned by all entities and individuals included in such "“selling Holder," ” as defined in this sentence.

Underwriting Requirements. In connection with any offering involving ------------------------- an underwriting of shares being issued by the CorporationCompany, the Corporation Company shall not be required under Section 2 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 Corporation Company and the underwriters selected by it, and then only in such quantity as will not, in the opinion of the underwriters, jeopardize the success of the offering by the CorporationCompany. If the total amount of securities, including Registerable Registrable Securities, requested by Holders shareholders to be included in such offering exceeds the amount of securities sold other than by the Corporation Company that the underwriters reasonably believe compatible with the success of the offering, then the Corporation Company shall be required to include in the offering only that number of such securities, including Registerable Registrable Securities, which the underwriters believe will not jeopardize the success of the offering (the securities so included to be apportioned pro rata among the selling Holders shareholders according to the total amount of securities entitled to be included therein owned by each selling Holder shareholder or in such other proportions as shall mutually be agreed to by such selling Holdersshareholders) but in no event shall: (i) shall the amount of securities of the selling Holders included in the offering be reduced below 50% 25 percent of the total amount of securities included in such offering, unless such offering is the initial public offering of the CorporationCompany's securities, securities in which case the selling Holders may be excluded if the underwriters make the determination described above and no other Holdershareholder's securities are included. For purposes of the preceding parenthetical concerning apportionment, for any selling Holder which is a partnership or corporation, the partners, retired partners and shareholders 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 Holdershareholder," and any pro pro-rata reduction with respect to such "selling Holdershareholder" shall be based upon the aggregate amount of shares carrying registration rights owned by all entities and individuals included in such "selling Holdershareholder," as defined in this sentence.

Underwriting Requirements. In connection with any an offering involving an underwriting of shares being issued by of the CorporationCompany's capital stock pursuant to Section 1.3, the Corporation Company shall not be required under Section 2 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 Corporation Company and the underwriters selected by itit (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, in not materially interfere with the opinion underwriters' ability to effectuate the offering on behalf of the underwriters, jeopardize the success of the offering by the CorporationCompany. If the total amount of securities, including Registerable Registrable Securities, requested by Holders all selling shareholders to be included in such offering exceeds the amount of securities sold other than by the Corporation Company that the underwriters reasonably believe compatible with the success of determine in their sole discretion may permit them to effectuate the offering, then the Corporation Company shall be required to include in the offering only that number of such securities, including Registerable Registrable Securities, which the underwriters believe determine in their sole discretion will not jeopardize materially interfere with the success of underwriters' ability to effectuate the offering (the securities so included to be apportioned pro rata among all of the selling Selling Holders 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 Holder shareholder or in such other proportions as shall mutually be agreed to by all of such selling Holdersshareholders) but in no event shall: (i) shall the amount of securities of the selling Selling Holders included in the offering be reduced below 5025% of the total amount of securities included in such offering, unless such offering is the initial public offering of the Corporation's securities, in which case the selling Holders may be excluded if the underwriters make the determination described above and no other Holder's securities are included. For purposes of the preceding parenthetical concerning apportionment, for any selling shareholder which is a Holder of Registrable Securities and which is a partnership or corporation, the partners, retired partners and shareholders of such Holder, or the estates and family members of any such partners and retired partners and any trusts for the benefit of any of the foregoing persons shall be deemed to be a single "selling Holder,shareholder" and any pro rata reduction with respect to such "selling Holdershareholder" shall be based upon the aggregate amount of shares carrying registration rights owned by all entities and individuals included in such "selling Holdershareholder," as defined in this sentence.

Underwriting Requirements. In connection with any offering registration statement subject to Section 8.7 involving an underwriting underwritten offering of shares being issued by the Corporationof Parent’s capital stock, the Corporation Parent shall not be required under Section 2 to include any of the Holders' securities Registrable Securities in such underwriting unless they accept Seller accepts the terms of the underwriting as agreed upon between the Corporation Parent and the underwriters selected by itits underwriters, and then only in such quantity as Parent in its sole discretion determines will not, in the opinion of the underwriters, not jeopardize the success of the offering by the CorporationParent. If the total amount number of securities, including Registerable Securities, requested by Holders securities to be included in such offering (the “Requested Securities”) exceeds the amount number of securities to be sold (other than by the Corporation Parent) that the underwriters reasonably believe Parent in its reasonable discretion determine is compatible with the success of the offering, then the Corporation Parent shall be required to include in the offering only that number of such securities, including Registerable the Requested Securities, which the underwriters believe Parent in its sole discretion determines will not jeopardize the success of the offering. If Parent determines that less than all of the Requested Securities requested to be registered can be included in such offering, then the securities to be registered that are included in such offering shall be allocated among the holders of the securities (the securities so included “Holders”) in proportion (as nearly as practicable to) the number of Requested Securities owned by the Holders. To facilitate the allocation of shares in accordance with the above provisions, Parent or the underwriters may round the number of shares allocated to be apportioned pro rata among the selling Holders according any Holder to the total amount of securities entitled to be included therein owned by each selling Holder or in such other proportions as shall mutually be agreed to by such selling Holders) but nearest 10 shares. Notwithstanding the foregoing, in no event shall: (i) shall the amount number of securities of the selling Holders Requested Securities included in the offering be reduced below 50% thirty percent (30%) of the total amount number of securities included in such offering, unless such offering is the initial public offering of the Corporation's securitiesParent, in which case the selling Holders may be excluded further if the underwriters make Parent makes the determination described above and no other Holder's shareholder’s securities are includedincluded in such offering. For purposes of the preceding parenthetical provision in this Section 8.7(c) concerning apportionment, for any selling Holder which that is a partnership partnership, limited liability company, or corporation, the partners, members, retired partners partners, retired members, stockholders, and shareholders affiliates of such Holder, or the estates and 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 “Holder," ” and any pro rata reduction with respect to such "selling “Holder" ” shall be based upon the aggregate amount number of shares carrying registration rights Requested Securities owned by all entities and individuals persons included in such "selling “Holder," ” as defined in this sentence.

Underwriting Requirements. In connection with any offering involving an underwriting of shares being issued by the CorporationCompany, the Corporation Company shall not be required under Section 2 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 Corporation Company and the underwriters selected by it, and then only in such quantity as the underwriters determine in their sole discretion will not, in the opinion of the underwriters, not jeopardize the success of the offering by the CorporationCompany. If the total amount of securities, including Registerable Registrable Securities, requested by Holders shareholders to be included in such offering exceeds the amount of securities sold other than by the Corporation Company that the underwriters reasonably believe determine in their sole discretion is compatible with the success of the offering, then the Corporation Company shall be required to include in the offering only that number of such securities, including Registerable Registrable Securities, which the underwriters believe 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 Holders shareholders according to the total amount of securities entitled to be included therein owned by each selling Holder shareholder or in such other proportions as shall mutually be agreed to by such selling Holders) but shareholders); provided, however, that in no event shall: (i) shall the amount of securities of the selling Holders included in the offering be reduced below 50% twenty-five percent (25%) of the total amount of securities included in such offering, unless such offering is the initial public offering of the Corporation's securitiesInitial Offering, in which case the selling Holders shareholders may be excluded if the underwriters make the determination described above and above. In no event shall shares of Registrable Securities held by the Investors be excluded from such registration unless any other Holder's securities are includedshares held by selling shareholders, including all Key Holder Shares have been completely excluded from such registration. For purposes of the preceding parenthetical concerning apportionment, for any selling Holder which shareholder that is a partnership Holder of Registrable Securities and that is a partnership, limited liability company or corporation, the partners, retired partners partners, members, former members and shareholders of such Holder, or the estates and family members of any such partners and retired partners partners, members or former members and any trusts for the benefit of any of the foregoing persons and affiliates of such Holder shall be deemed to be a single "“selling Holdershareholder," ” and any pro rata reduction with respect to such "“selling Holder" shareholder” shall be based upon the aggregate amount of shares carrying registration rights Registrable Securities owned by all entities and individuals included in such "“selling Holdershareholder," ” as defined in this sentence.

Underwriting Requirements. In connection with any offering involving an underwriting of shares being issued by of the CorporationCompany’s share capital, the Corporation Company shall not be required under this Section 2 to ‎1.3to include any of the Holders' ’ securities in such underwriting unless they accept the terms of the underwriting as agreed upon between the Corporation Company and the underwriters selected by itit (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 majority of the Holders, and then only in such quantity as the underwriters determine in their sole discretion will not, in the opinion of the underwriters, not jeopardize the success of the offering by the CorporationCompany. If Notwithstanding the total amount of securitiesforegoing, including Registerable Securities, requested by Holders to be included in such offering exceeds the amount of securities sold other than by the Corporation that the underwriters reasonably believe compatible with the success of the offering, then the Corporation shall be required to include in the offering only that number of such securities, including Registerable Securities, which the underwriters believe will not jeopardize the success of the offering (the securities so included to be apportioned pro rata among the selling Holders according to the total amount of securities entitled to be included therein owned by each selling Holder or in such other proportions as shall mutually be agreed to by such selling Holders) but in no event shall: shall (i) the amount number of Registrable Securities held by the holders of Series B-1 Preferred Shares included in the offering be reduced unless all other securities (other than securities to be sold by the Company) are first entirely excluded from the offering, and (ii) the number of Registrable Securities held by the selling Holders holders of Series B-1 Preferred Shares included in the offering be reduced below 50% thirty percent (30%) of the total amount number of securities included in such offering, unless such offering is the initial public offering of the Corporation's securitiesIPO, in which case the selling Holders may be excluded further if the underwriters make the determination described above and no other Holder's shareholder’s securities are includedincluded in such offering. For purposes of the preceding parenthetical concerning apportionment, for any selling shareholder that is a Holder which of Registrable Securities and that is a partnership or corporation, the partners, retired partners and shareholders of such Holder, or the estates and family members of any such partners and retired partners and any trusts for the benefit of any of the foregoing persons shall be deemed to be a single "“selling Holder," ” and any pro rata reduction with respect to such "“selling Holder" ” shall be based upon the aggregate amount of shares carrying registration rights Registrable Securities owned by all such related entities and individuals included in such "selling Holder," as defined in this sentenceindividuals.

Underwriting Requirements. In connection with any offering involving an underwriting of shares being issued by the CorporationCompany, the Corporation Company shall not be required under Section 2 7.1 to include any of the Holders' securities in such underwriting unless they accept such Holder accepts the terms of the underwriting as agreed upon between the Corporation Company and the underwriters selected by itthe Company, and then only in such quantity as will not, in the opinion of the underwriters, jeopardize the success of the offering by the CorporationCompany. If the total amount of securities, including Registerable Registrable Securities, requested by Holders shareholders to be included in such an offering exceeds the amount of securities to be sold other than by the Corporation Company that the underwriters reasonably believe compatible with the success of the offering, then the Corporation Company shall be required to include in the offering only that number of such securities, including Registerable Securities, Registrable Securities which the underwriters believe will not jeopardize the success of the offering (the securities so included to be apportioned pro rata among the selling Holders shareholders according to the total amount of securities entitled requested to be included therein owned by each selling Holder shareholder or in such other proportions as shall mutually be agreed to by such selling Holders) but in no event shall: (i) shareholders). If any Person does not agree to the amount terms of any such underwriting, it shall be excluded therefrom by written notice from the Company or the underwriter. Any Registrable Securities excluded or withdrawn from such underwriting shall be withdrawn from such registration. If shares are so withdrawn from the registration, the Company shall then offer to all Persons who have retained the right to include securities of the selling Holders included in the offering registration the right to include additional securities in the registration in an aggregate amount equal to the number of shares so withdrawn, with such shares to be reduced below 50% of allocated among the Persons requesting additional inclusion pro rata according to the total amount of securities requested to be included in such offering, unless registration owned by each such offering is the initial public offering of the Corporation's securities, Person or in which case the such other proportions as shall be mutually agreed by such selling Holders may be excluded if the underwriters make the determination described above and no other Holder's securities are includedshareholders. For purposes of the immediately preceding parenthetical paragraph concerning apportionment, for any selling Holder shareholder which is a holder of Registrable Securities and which is a partnership or corporation, the partners, retired partners and shareholders of such Holder, or the estates and family members of any such partners and retired partners partners, and any trusts for the benefit of any of the foregoing persons Persons shall be deemed to be a single "selling Holdershareholder," and any pro rata reduction with respect to such "selling Holdershareholder" shall be based upon the aggregate amount of shares carrying registration rights owned by all entities and individuals included in such "selling Holdershareholder," as defined in this sentence.

Underwriting Requirements. In connection with any offering involving an underwriting of shares being issued by of the CorporationCompany's capital stock, the Corporation Company shall not be required under Section 2 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 Corporation Company and the underwriters selected by it, it and then only in such quantity as the underwriters determine in their sole discretion will not, in the opinion of the underwriters, jeopardize the success of the offering by the CorporationCompany. If the total amount of securities, including Registerable Registrable Securities, requested by Holders stockholders to be included in such offering exceeds the amount of securities sold other than by the Corporation Company that the underwriters reasonably believe determine in their sole discretion is compatible with the success of the offering, then the Corporation number of shares of Holders' securities to be included in such offering shall be required to include reduced in such manner as the offering only that number of such securities, including Registerable Securities, which Company and the underwriters believe will not jeopardize determine to permit the success of the such offering (the securities so included to be apportioned pro rata among the selling Holders stockholders according to the total amount of securities entitled to be included therein owned by each selling Holder stockholder or in such other proportions as shall mutually be agreed to by such selling Holdersstockholders) but in no event shall: shall (i) the amount of securities of the selling Holders of Registrable Securities included in the offering be reduced below 50% thirty percent (30%) of the total amount of securities included in such offering, unless such offering is the initial public offering of the CorporationCompany's securities, securities in which case the selling Holders stockholders may be excluded if the underwriters make the determination described above and no other Holder's stockholders' securities are included. For purposes of the preceding parenthetical concerning apportionment, for (ii) notwithstanding (i) above, any selling Holder which is a partnership or corporation, the partners, retired partners and shareholders of such Holder, or the estates and family members of any such partners and retired partners and any trusts for the benefit of any of the foregoing persons shall be deemed to be a single "selling Holder," and any pro rata reduction with respect to such "selling Holder" shall be based upon the aggregate amount of shares carrying registration rights owned by all entities and individuals included in such "selling Holder," as defined in this sentence.shares

Underwriting Requirements. In connection with any offering involving an underwriting of shares being issued by of the CorporationCompany's capital stock, the Corporation Company shall not be required under Section 2 1.2(a) to include any of the Holders' securities in such underwriting unless they accept the terms of the underwriting as agreed upon between the Corporation Company and the underwriters selected by it, and then only in such quantity as the underwriters determine in their sole discretion will not, in the opinion of the underwriters, not jeopardize the success of the offering by the CorporationCompany. If the total amount of securities, including Registerable Registrable Securities, requested by Holders to be included in such offering exceeds the amount of securities sold other than by the Corporation Company that the underwriters reasonably believe determine in their sole discretion is compatible with the success of the offering, then the Corporation Company shall be required to include in the offering only that number of such securities, including Registerable Registrable Securities, which the underwriters believe 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 Holders according to the total amount of securities entitled to be included therein owned by each selling Holder or in such other proportions as shall mutually be agreed to by such selling Holders) but in no event shall: (i) the amount of securities of the selling Holders included in the offering be reduced below 50% of the total amount of securities included in such offering, unless such offering is the initial public offering of the Corporation's securities, in which case the selling Holders may be excluded if the underwriters make the determination described above and no other Holder's securities are included). For purposes of the preceding parenthetical concerning apportionment, for any selling Holder which is a partnership or corporation, the partners, retired partners and shareholders 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 Holder," and any pro pro-rata reduction with respect to such "selling Holder" shall be based upon the aggregate amount of shares carrying registration rights owned by all entities and individuals included in such "selling Holder," as defined in this sentence.

Underwriting Requirements. (a) In connection with any offering under Section 3 involving an underwriting of shares being issued by the Corporation, the Corporation shall not be required under Section 2 to include any of the Holders' securities Holder’s Registrable Shares in such underwriting unless they accept such Holder accepts the terms of the underwriting as agreed upon between the Corporation and the underwriters selected by it, and then only in such quantity as will not, in the reasonable opinion of the underwriters, jeopardize the success of the offering by the Corporation. If the total amount of securities, including Registerable Securities, requested by securities that all Holders request to be included in such an underwritten offering under Section 3 exceeds the amount of securities sold other than by the Corporation that the underwriters reasonably believe compatible with the success of the offering, then no securities of any shareholder shall be included in such offering, except (i) securities of the shareholder, if any, on whose behalf the registration is undertaken, (ii) securities included in such underwritten offering pursuant to the exercise of contractual demand registration rights and (iii) Registrable Shares of Holders, unless all Registrable Shares which the Holders have requested to be included are included, and the Corporation shall only be required to include in the offering only that number so many of such securities, including Registerable Securities, which the Registrable Shares of the Holders as the underwriters reasonably believe will not jeopardize the success of the offering (the securities Registrable Shares so included to be apportioned pro rata among the selling Holders according to the total amount of securities entitled to be included therein Registrable Shares owned by each such selling Holder Holders, or in such other proportions as shall mutually be agreed to by such selling Holders). (b) but in no event shall: (i) the amount With respect to any underwriting of securities of shares to be registered under Section 2 or Section 11, the selling Holders included in who initiate the offering be reduced below 50% of request for registration shall have the total amount of securities included in such offeringright to designate the managing underwriter or underwriters, unless such offering is subject to the initial public offering consent of the Corporation's securities. In connection with any underwritings of shares to be registered under Section 3, in which case the selling Holders may be excluded if Corporation shall have the underwriters make right to designate the determination described above and no other Holder's securities are includedmanaging underwriter or underwriters. For purposes In any such case, such consent of the preceding parenthetical concerning apportionment, for any selling Holder which is a partnership or corporation, the partners, retired partners and shareholders of such Holder, Corporation 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 Holders shall not be deemed to be a single "selling Holder," and any pro rata reduction with respect to such "selling Holder" shall be based upon the aggregate amount of shares carrying registration rights owned by all entities and individuals included in such "selling Holder," as defined in this sentenceunreasonably withheld or delayed.

Underwriting Requirements. In connection with any offering ------------------------- involving an underwriting of shares being issued by the CorporationCompany, the Corporation Company shall not be required under Section 2 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 Corporation Company and the underwriters selected by it, and then only in such quantity as will not, in the opinion of the underwriters, jeopardize the success of the offering by the CorporationCompany. If the total amount of securities, including Registerable Registrable Securities, requested by Holders shareholders to be included in such offering exceeds the amount of securities sold other than by the Corporation Company that the underwriters reasonably believe compatible with the success of the offering, then the Corporation Company shall be required to include in the offering only that number of such securities, including Registerable Securities, securities which the underwriters believe will not jeopardize the success of the offering (the securities so included to "Selling Shareholder Securities"), provided, however, that the Selling -------- ------- Shareholder Securities shall first be apportioned allocated among the requesting Holders pro rata among the selling Holders according to the total amounts of Registrable Securities entitled to be included in such offering by such requesting Holders and then among all other holders of securities requesting and legally entitled to include securities in such offering pro rata based on the total amount of such securities entitled to be included therein owned by each selling Holder or in such other proportions as shall mutually be agreed to offering by such selling Holders) but holders and provided, further, that in no -------- ------- event shall: shall (i) the amount of securities Registrable Securities of the selling Holders included in the offering be reduced below 50% thirty percent (30%) of the total amount of securities included in such offering, unless such offering is the initial public offering of the CorporationCompany's securities, in which case the selling Holders shareholders may be excluded if the underwriters make the determination described above and no other Holdershareholder's securities are includedincluded or (ii) notwithstanding (i) above, any shares being sold by a Holder exercising a demand registration right similar to that granted in Section 3.2 be excluded from such offering. For purposes of the preceding parenthetical concerning apportionment, for any selling Holder which is a holder of Registrable Securities and which is a partnership or corporation, the partners, retired partners and shareholders 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 Holdershareholder," and any pro rata reduction with respect to such "selling Holdershareholder" shall be based upon the aggregate amount of shares carrying registration rights owned by all entities and individuals included in such "selling Holdershareholder," as defined in this sentence.

Underwriting Requirements. In connection with any offering involving an underwriting of shares being issued by the CorporationCompany, the Corporation Company shall not be required under Section 2 9.3 to include any of the Holders' securities in such underwriting unless they accept the terms of the underwriting as agreed upon between the Corporation Company and the underwriters selected by it, and then only in such quantity as will not, in the opinion of the underwriters, jeopardize the success of the offering by the CorporationCompany. If the total amount of securities, including Registerable Registrable Securities, requested by Holders stockholders to be included in such offering exceeds the amount of securities sold other than by the Corporation Company that the underwriters reasonably believe compatible with the success of the offering, then the Corporation Company shall be required to include in the offering only that number of such securities, including Registerable Registrable Securities, which the underwriters believe will not jeopardize the success of the offering (the securities so included to be apportioned pro rata rata, first among the Holders and then among other selling Holders stockholders according to the total amount of securities entitled to be included therein owned by each selling Holder stockholder or in such other proportions as shall mutually be agreed to by such selling Holdersstockholders) but in no event shall: shall (ia) the amount of securities of the selling Holders included in the offering be reduced below 50% thirty percent (30%) of the total amount of securities included in such offeringoffering or (b) notwithstanding (a) above, unless such offering is the initial public offering of the Corporation's securities, any shares being sold by a stockholder exercising a demand registration right similar to that granted in which case the selling Holders may Section 9.2 be excluded if the underwriters make the determination described above and no other Holder's securities are includedfrom such offering. For purposes of the preceding parenthetical concerning apportionment, for any selling stockholder that is a Holder which of Registrable Securities and that is a partnership or corporation, the partners, retired partners and shareholders 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 Holderstockholder," and any pro rata reduction with respect to such "selling Holderstockholder" shall be based upon the aggregate amount of shares carrying registration rights Registrable Securities owned by all entities and individuals included in such "selling Holderstockholder," as defined in this sentence.

Underwriting Requirements. In connection with any offering involving an underwriting of shares being issued by the CorporationCompany, the Corporation Company shall not be required under Section 2 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 Corporation Company and the underwriters selected by it, and then only in such quantity as will not, in the opinion of the underwriters, jeopardize the success of the offering by the CorporationCompany; provided that such underwriting agreement shall not provide for indemnification or contribution obligations on the part of the Holders greater than the obligations set forth in Section 1.10(b). If the total amount of securities, including Registerable Registrable Securities, requested by Holders shareholders to be included in such offering exceeds the amount of securities sold other than by the Corporation Company that the underwriters reasonably believe compatible with the success of the offering, then the Corporation Company shall be required to include in the offering only that number of such securities, including Registerable Registrable Securities, which the underwriters believe will not jeopardize the success of the offering (the securities so included to be apportioned pro rata among the selling Holders and other shareholders who have been granted registration rights (the "Additional Holders") by the Company according to the total amount of securities entitled to be included therein owned by each selling Holder such shareholder for which the Company has granted registration rights or in such other proportions as shall mutually be agreed to by such selling Holders) but shareholders, provided, however, that in no event shall: shall the Holder's and the Additional Holder's shares (i) the amount of securities of the selling Holders included in the offering aggregate) be reduced below 5025% of the total amount of securities included shares sold in such any offering, unless such offering is the initial public offering of the Corporation's securities, in which case the selling Holders may be excluded if the underwriters make the determination described above and no other Holder's securities are included. For purposes of the preceding parenthetical concerning apportionment, for any selling shareholder which is a Holder of Registrable Securities and which is a partnership or corporation, the affiliated partnerships, partners, retired partners and shareholders of such Holder, or the estates and family members of any such partners and retired partners and any trusts for the benefit of any of the foregoing persons shall be deemed to be a single "selling Holder," shareholder", and any pro rata reduction with respect to such "selling Holdershareholder" shall be based upon the aggregate amount of shares carrying registration rights owned by all entities and individuals included in such "selling Holdershareholder," as defined in this sentence. Delay of Registration. No Holder shall have any right to obtain or seek an injunction restraining or otherwise delaying any such registration as the result of any controversy that might arise with respect to the interpretation or implementation of this Section 1.

Underwriting Requirements. In connection with any offering involving an underwriting of shares being issued by of the CorporationCompany's capital stock, the Corporation Company shall not be required under Section 2 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 Corporation Company and the underwriters selected by it, and then only in such quantity as will not, in the opinion of Company (or by other persons entitled to select the underwriters, jeopardize the success of the offering ) and approved by the CorporationBoard. If the total amount of securities, including Registerable Registrable Securities, requested by Holders stockholders to be included in such offering exceeds the amount of securities sold other than by the Corporation Company that the underwriters reasonably believe determine in their sole discretion is compatible with the success of the offering, then the Corporation Company shall be required to include in the offering only that number of such securities, including Registerable Registrable Securities, which the underwriters believe 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 Holders stockholders according to the total amount of securities entitled to be included therein owned by each selling Holder stockholder or in such other proportions as shall mutually be agreed to by such selling Holdersstockholders) but in no event shall: (i) shall the amount of securities of the selling Holders included in the offering be reduced below 5030% of the total amount of securities included in such offering, unless such offering is the initial public offering of the CorporationCompany's securities, securities in which case the selling Holders stockholders may be excluded if the underwriters make the determination described above and no other Holder's securities are includedabove. For purposes of the preceding parenthetical concerning apportionment, for any selling Holder stockholder which is a holder of Registrable Securities and which is a partnership or corporation, the partners, retired partners and shareholders 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 Holder," stockholder", and any pro rata reduction with respect to such "selling Holderstockholder" shall be based upon the aggregate amount of shares carrying registration rights owned by all entities and individuals included in such "selling Holder," stockholder", as defined in this sentence.

Underwriting Requirements. In connection with any offering involving an underwriting of shares being issued by of the CorporationCompany’s capital stock, the Corporation Company shall not be required under Section 2 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 Corporation Company and the underwriters selected by it, it and then only in such quantity as the underwriters determine in their sole discretion will not, in the opinion of the underwriters, not jeopardize the success of the offering by the CorporationCompany. If the total amount of securities, including Registerable Registrable Securities, requested by Holders shareholders to be included in such offering exceeds the amount of securities sold other than by the Corporation Company that the underwriters reasonably believe determine in their sole discretion is compatible with the success of the offering, then the Corporation Company shall be required to include in the offering only that number of such securities, including Registerable Registrable Securities, which the underwriters believe 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 Holders shareholders according to the total amount of securities entitled to be included therein owned by each selling Holder shareholder or in such other proportions as shall mutually be agreed to by such selling Holders) but in no event shall: (i) the amount of securities of the selling Holders included in the offering be reduced below 50% of the total amount of securities included in such offering, unless such offering is the initial public offering of the Corporation's securities, in which case the selling Holders may be excluded if the underwriters make the determination described above and no other Holder's securities are includedshareholders). For purposes of the preceding parenthetical concerning apportionment, for any selling Holder shareholder which is a holder of Registrable Securities and which is a partnership or corporation, the partners, retired partners and shareholders 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 Holdershareholder," ” and any pro pro-rata reduction with respect to such "“selling Holder" shareholder” shall be based upon the aggregate amount of shares carrying registration rights owned by all entities and individuals included in such "“selling Holdershareholder," ” as defined in this sentence.

Underwriting Requirements. In connection with any offering involving an underwriting of shares securities being issued by the CorporationCompany, the Corporation Company shall not be required under Section 2 1.3 to include any of the Holders' ’ securities in such underwriting unless they such Holders accept the terms of the underwriting as agreed upon between the Corporation Company and the underwriters selected by it, and then only in such quantity quantity, if any, as will not, in the opinion of the underwriters, jeopardize marketing factors allow. If the success of managing underwriter for the offering by shall advise the Corporation. If Company in writing that the total amount of securities, including Registerable Securities, Registrable Securities requested by Holders shareholders, to be included in such offering exceeds the amount of securities to be sold other than by the Corporation Company that the underwriters reasonably believe compatible with the success of the offeringmarketing factors allow, then the Corporation Company shall be required to include in the offering only that number of such securities, including Registerable Securities, Registrable Securities which the underwriters believe will not jeopardize the success of the offering managing underwriter believes marketing factors allow (the securities so included to be apportioned pro rata among reduced as follows: (a) all securities which stockholders other than the selling Company and the Holders according seek to include in the offering shall be excluded from the offering to the total amount extent limitation on the number of securities entitled shares included in the underwriting is required and (b) if further limitation on the number of shares to be included therein owned in the underwriting is required, then the number of shares held by the Holders that may be included in the underwriting shall be reduced so that the number of shares included in the underwriting are pro rata in accordance with the number of Registrable Securities held by each selling Holder or in such other proportions as shall mutually be agreed to by such selling HoldersHolder) but in no event shall: (i) shall the amount of securities of the selling Holders included in the offering be reduced below 5020% of the total amount of securities included in such offering, unless such offering is the initial public offering of the Corporation's securities, in which case the selling Holders may be excluded if the underwriters make the determination described above and no other Holder's securities are included. For purposes of the preceding parenthetical sentences concerning apportionment, for any selling Holder shareholder which is a partnership Holder of Registrable Securities and which is a partnership, a limited liability company or a corporation, the partners, retired partners partners, members, retired members and shareholders of such Holder, 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 collectively be deemed to be a single "“selling Holder," ” and any pro rata reduction with respect to such "“selling Holder" ” shall be based upon the aggregate amount of shares carrying registration rights owned by all entities and individuals included in such "“selling Holder," ” as defined in this sentence.

Underwriting Requirements. In connection with any offering involving an underwriting of shares being issued by of the CorporationCompany's capital stock, the Corporation Company shall not be required under Section 2 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 Corporation Company and the underwriters selected by it, it and then only in such quantity as the underwriters determine in their sole discretion will not, in the opinion of the underwriters, jeopardize the success of the offering by the CorporationCompany. If the total amount of securities, including Registerable Registrable Securities, requested by Holders stockholders to be included in such offering exceeds the amount of securities sold other than by the Corporation Company that the underwriters reasonably believe determine in their sole discretion is compatible with the success of the offering, then the Corporation number of shares of Holders' securities to be included in such offering shall be required to include reduced in such manner as the offering only that number of such securities, including Registerable Securities, which Company and the underwriters believe will not jeopardize determine to permit the success of the such offering (the securities so included to be apportioned pro rata among the selling Holders stockholders according to the total amount of securities entitled to be included therein owned by each selling Holder stockholder or in such other proportions as shall mutually be agreed to by such selling Holdersstockholders) but in no event shall: shall (i) the amount of securities of the selling Holders of Registrable Securities included in the offering be reduced below 50% thirty percent (30%) of the total amount of securities included in such offering, unless such offering is the initial public offering of the CorporationCompany's securities, securities in which case the selling Holders stockholders may be excluded if the underwriters make the determination described above and no other Holder's stockholders' securities are included, (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, or (iii) the number of shares of Registrable Securities to be included in such offering (excluding any Founders' Shares and Venture Capital Shares) be reduced unless the Founders' Shares and Venture Capital Shares are first entirely excluded from such underwriting. For purposes of the preceding parenthetical concerning apportionment, for any selling Holder stockholder which is a holder of Registrable Securities and which is a partnership or corporation, the partners, retired partners and shareholders 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 Holderstockholder," and any pro pro-rata reduction with respect to such "selling Holderstockholder" shall be based upon the aggregate amount of shares carrying registration rights owned by all entities and individuals included in such "selling Holderstockholder," as defined in this sentence.

Underwriting Requirements. In connection with any offering involving an underwriting of shares being issued by the CorporationCompany, the Corporation Company shall not be required under Section 2 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 Corporation Company and the underwriters selected by it, and then only in such quantity as will not, in the opinion of the underwriters, jeopardize the success of the offering by the CorporationCompany. If the total amount of securities, including Registerable Registrable Securities, requested by Holders stockholders to be included in such offering exceeds the amount of securities sold other than by the Corporation Company that the underwriters reasonably believe compatible with the success of the offering, then the Corporation Company shall be required to include in the offering only that number of such securities, including Registerable Registrable Securities, which the underwriters believe will not jeopardize the success of the offering (the securities so included to be apportioned pro rata among the selling Holders stockholders according to the total amount of securities entitled to be included therein owned by each selling Holder stockholder or in such other proportions as shall mutually be agreed to by such selling Holdersstockholders, PROVIDED, HOWEVER, the Holders shall have the first right to include all of their shares in the offering before any shares held by other selling stockholders) but and in no event shall: (i) shall the amount of securities of shares held by the selling Holders included in the offering be reduced below 5025% of the total amount shares sold in any offering with the exception of securities included in such offering, unless such offering is the Company's initial public offering of the Corporation's securities, in which case the selling Holders may be excluded if the underwriters make the determination described above and no other Holder's securities are includedoffering. For purposes of the preceding parenthetical concerning apportionment, for any selling stockholder which is a Holder of Registrable Securities and which is a partnership or corporation, the partners, retired partners and shareholders stockholders of such Holder, or the estates and family members of any such partners and retired partners and any trusts for the benefit of any of the foregoing persons shall be deemed to be a single "selling Holder," stockholder", and any pro rata reduction with respect to such "selling Holderstockholder" shall be based upon the aggregate amount of shares carrying registration rights owned by all entities and individuals included in such "selling Holderstockholder," as defined in this sentence.

Underwriting Requirements. In connection with any offering involving an underwriting of shares being issued by the CorporationCompany, the Corporation Company shall not be required under Section 2 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 Corporation Company and the underwriters selected by it, and then only in such quantity as will not, in the opinion of the underwriters, jeopardize the success of the offering by the CorporationCompany. If the total amount of securities, including Registerable Registrable Securities, requested by Holders stockholders to be included in such offering exceeds the amount of securities sold other than by the Corporation that the underwriters reasonably believe is compatible with the success of the offeringOffering, then the Corporation Company shall be required to include in the offering only that number of such securities, securities including Registerable Registrable Securities, which the underwriters believe will not jeopardize the success of the offering (the securities so included to be apportioned pro rata among the selling Holders stockholders according to the total amount of securities entitled to be included therein owned by each selling Holder or in such other proportions as shall mutually be agreed to by such selling Holders) but in no event shall: (i) the amount of securities of the selling Holders included in the offering be reduced below 50% of the total amount of securities included in such offeringstockholder; provided, unless however, that if such offering is the initial public offering of the CorporationCompany's securities, in which case the selling Holders stockholders may be excluded if the underwriters make the determination described above and no other Holderstockholder's securities are included. For purposes of the preceding parenthetical concerning apportionment, for any selling Holder stockholder which is a holder of Registrable Securities and which is a partnership or corporation, the partners, retired partners and shareholders 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 Holderstockholder," and any pro rata reduction with respect to such "selling Holderstockholder" shall be based upon the aggregate amount of shares carrying registration rights owned by all entities and individuals included in such "selling Holderstockholder," as defined in this sentence.

Underwriting Requirements. (a) In connection with any offering under Section 3 involving an underwriting of shares being issued by the Corporation, the Corporation shall not be required under Section 2 to include any of the Holders' securities Holder's Registrable Shares in such underwriting unless they accept such Holder accepts the terms of the underwriting as agreed upon between the Corporation and the underwriters selected by it, and then only in such quantity as will not, in the reasonable opinion of the underwriters, jeopardize the success of the offering by the Corporation. If the total amount of securities, including Registerable Securities, requested by securities that all Holders request to be included in such an underwritten offering under Section 3 exceeds the amount of securities sold other than by the Corporation that the underwriters reasonably believe compatible with the success of the offering, then no securities of any shareholder except (i) securities included in such underwritten offering pursuant to the exercise of contractual demand registration rights and (ii) Registrable Shares of Holders shall be included in such offering unless all Registrable Shares which the Holders have requested to be included are included, and the Corporation shall only be required to include in the offering only that number so many of such securities, including Registerable Securities, which the Registrable Shares of the Holders as the underwriters reasonably believe will not jeopardize the success of the offering (the securities Registrable Shares so included to be apportioned pro rata among the selling Holders according to the total amount of securities entitled to be included therein Registrable Shares owned by each such selling Holder Holders, or in such other proportions as shall mutually be agreed to by such selling Holders). (b) but in no event shall: (i) the amount With respect to any underwriting of securities of shares to be registered under Section 2 or Section 11, the selling Holders included in who initiate the offering be reduced below 50% of request for registration shall have the total amount of securities included in such offeringright to designate the managing underwriter or underwriters, unless such offering is subject to the initial public offering consent of the Corporation's securities. In connection with any underwritings of shares to be registered under Section 3, in which case the selling Holders may be excluded if Corporation shall have the underwriters make right to designate the determination described above and no other Holder's securities are includedmanaging underwriter or underwriters. For purposes In any such case, such consent of the preceding parenthetical concerning apportionment, for any selling Holder which is a partnership or corporation, the partners, retired partners and shareholders of such Holder, Corporation 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 Holders shall not be deemed to be a single "selling Holder," and any pro rata reduction with respect to such "selling Holder" shall be based upon the aggregate amount of shares carrying registration rights owned by all entities and individuals included in such "selling Holder," as defined in this sentenceunreasonably withheld or delayed.

Underwriting Requirements. In connection with any offering involving an underwriting of shares being issued by of the CorporationCompany's capital stock, the Corporation Company shall not be required under Section 2 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 Corporation Company and the underwriters selected by itunderwriters, and then only in such quantity as the underwriters determine in their sole discretion will not, in the opinion of the underwriters, not jeopardize the success of the offering by the CorporationCompany. If the total amount of securities, including Registerable Registrable Securities, requested by Holders stockholders to be included in such offering exceeds the amount of securities sold other than by the Corporation Company that the underwriters reasonably believe determine in their sole discretion is compatible with the success of the offering, then the Corporation Company shall be required to include in the offering only that number of such securities, including Registerable Registrable Securities, which the underwriters believe 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 Holders stockholders according to the total amount of securities entitled to be included therein owned by each selling Holder stockholder or in such other proportions as shall mutually be agreed to by such selling Holdersstockholders) but in no event shall: shall (i) the amount of securities of the selling Holders included in the offering be reduced below 50% fifty percent of the total amount of securities included in such offering, unless such offering is the initial public offering of the Corporation'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 Holders may Section 1.2 be excluded if the underwriters make the determination described above and no other Holder's securities are includedfrom such offering. For purposes of the preceding parenthetical concerning apportionment, for any selling Holder stockholder which is a holder of Registrable Securities and which is a partnership or corporation, the partners, retired partners and shareholders 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 Holder," stockholder", and any pro pro-rata reduction with respect to such "selling Holderstockholder" shall be based upon the aggregate amount of shares carrying registration rights owned by all entities and individuals included in such "selling Holder," stockholder", as defined in this sentence.

Underwriting Requirements. In connection with any offering involving an underwriting of shares being issued by the CorporationCompany, the Corporation Company shall not be required under Section 2 7.3 to include any of the Holders' securities in such underwriting unless they accept the terms of the underwriting as agreed upon between the Corporation Company and the underwriters selected by it, and then only in such quantity as will not, in the opinion of the underwriters, jeopardize the success of the offering by the CorporationCompany. If the total amount of securities, including Registerable Registrable Securities, requested by Holders stockholders to be included in such offering exceeds the amount of securities sold other than by the Corporation Company that the underwriters reasonably believe compatible with the success of the offering, then the Corporation Company shall be required to include in the offering only that number of such securities, including Registerable Registrable Securities, which the underwriters believe will not jeopardize the success of the offering (the securities so included to be apportioned pro rata among the selling Holders stockholders according to the total amount of securities entitled to be included therein owned by each selling Holder stockholder or in such other proportions as shall mutually be agreed to by such selling Holdersstockholders) but in no event shall: shall (i) the amount of securities of the selling Holders included in the offering be reduced below 5020% of the total amount of securities included in such offering, unless such offering is the initial public offering of the CorporationCompany's securities, securities or an offering in which securities other than Common Stock of the Company are to be sold in which case the selling Holders stockholders may be excluded if the underwriters make the determination described above and no other Holderstockholder's securities are included. For purposes of the preceding parenthetical concerning apportionmentincluded or (ii) notwithstanding (i) above, for any selling Holder which is shares being sold by a partnership or corporation, the partners, retired partners and shareholders of stockholder exercising a demand registration right similar to that granted in Section 7.2 be excluded from such Holder, or the estates and family members of any such partners and retired partners and any trusts for the benefit of any of the foregoing persons shall be deemed to be a single "selling Holder," and any pro rata reduction with respect to such "selling Holder" shall be based upon the aggregate amount of shares carrying registration rights owned by all entities and individuals included in such "selling Holder," as defined in this sentenceoffering.

Underwriting Requirements. In connection with any offering ------------------------- involving an underwriting of shares being issued by the CorporationInvestor, the Corporation Investor shall not be required under Section 2 6.4(b) to include any of the Holders' securities Investor Shares in such underwriting unless they the Holders accept the terms of the underwriting as agreed upon between the Corporation Investor and the underwriters selected by it, and then only in such quantity as will not, in the opinion of the underwriters, jeopardize the success of the offering by the CorporationInvestor. If the total amount of securities, including Registerable SecuritiesInvestor Shares, requested by Holders stockholders to be included in such an offering exceeds the amount of securities sold other than by the Corporation Investor that the underwriters reasonably believe compatible with the success of the offering, then the Corporation Investor shall be required to include in the offering only that number of such securities, including Registerable SecuritiesInvestor Shares, which that the underwriters believe will not jeopardize the success of the offering (the securities so included to be apportioned pro rata among the selling Holders stockholders according to the total amount of securities entitled to be included therein owned by each selling Holder stockholder or in such other proportions as shall mutually be agreed to by such selling Holders) but in stockholders). The underwriters, pursuant to the preceding sentence, may completely exclude the Investor Shares from such underwriting if no event shall: (i) other selling stockholders' securities are so included. Further, the amount Investor Shares are subject to cutback as a result of the superior and equal demand and piggy- back registration rights granted to other holders of Common Stock and securities of Investor convertible and exchangeable into Common Stock; provided however, under no circumstances shall the selling Holders included Investor Shares be subject to cutback with respect to the Registration Statement to be filed on or before October 31, 1999. If any person does not agree to the terms of any such underwriting, such Holder shall be excluded therefrom by written notice from Investor or the underwriter. Any Investor Shares excluded or withdrawn from such underwriting shall be withdrawn from such registration. If shares are so withdrawn from the registration, Investor shall then offer to all persons who have retained the right to include securities in the offering registration the right to include additional securities in the registration in an aggregate amount equal to the number of shares so withdrawn, with such shares to be reduced below 50% of allocated among the persons requesting additional inclusion pro rata according to the total amount of securities entitled to be included in such offering, unless registration owned by each such offering is the initial public offering of the Corporation's securities, person or in which case the such other proportions as shall be mutually agreed by such selling Holders may be excluded if the underwriters make the determination described above and no other Holder's securities are includedstockholders. For purposes of the immediately preceding parenthetical provisions concerning apportionment, for in the case of any selling Holder which stockholder that is a partnership or corporation, the partners, retired partners and shareholders or stockholders, as the case may be, of such 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 shall be deemed to be a single "selling Holderstockholder," and any pro rata reduction with respect to such "selling Holderstockholder" shall be based upon the aggregate amount of shares carrying registration rights owned by all entities and individuals included in such "selling Holderstockholder," as defined in this sentence.

Underwriting Requirements. In connection with any offering involving an underwriting of shares being issued by of the CorporationCompany's capital stock, the Corporation Company shall not be required under Section 2 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 Corporation Company and the underwriters selected by it, and then only in such quantity as the underwriters determine in their sole discretion will not, in not adversely affect their ability to market the opinion of the underwriters, jeopardize the success of the offering by the Corporationoffering. If the total amount of securities, including Registerable Registrable Securities, requested by Holders stockholders to be included in such offering exceeds the amount of securities sold other than by the Corporation Company that the underwriters reasonably believe determine in their sole discretion is compatible with the success of the offering, then the Corporation Company shall be required to include in the offering only that number of such securities, including Registerable Registrable Securities, which that the underwriters believe determine in their sole discretion will not jeopardize the success of adversely affect their ability to market the offering (the securities so included to be apportioned pro rata among the selling Holders stockholders according to the total amount of securities entitled to be included therein owned by each selling Holder stockholder or in such other proportions as shall mutually be agreed to by such selling Holdersstockholders) but in no event shall: shall (ia) the amount of securities of the selling Holders included in the offering be reduced below 50% thirty percent (30%) of the total amount of securities included in such offering, unless such offering is the initial public offering of the CorporationCompany's securities, securities in which case the selling Holders stockholders may be excluded reduced to a lesser percentage if the underwriters make the determination described above and no other Holderstockholder's securities are includedincluded or (b) notwithstanding clause (a) 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 Holder stockholder that is a holder of Registrable Securities and which is a partnership or corporation, the partners, retired partners and shareholders 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 Holder," stockholder", and any pro pro-rata reduction with respect to such "selling Holderstockholder" shall be based upon the aggregate amount of shares carrying registration rights owned by all entities and individuals included in such "selling Holder," stockholder", as defined in this sentence.

Underwriting Requirements. In connection with any offering involving an underwriting of shares being issued by the CorporationCompany, the Corporation Company shall not be required under Section 2 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 Corporation Company and the underwriters selected by it, and then only in such quantity as will not, in the opinion of the underwriters, jeopardize adversely affect the success of the offering by the CorporationCompany. If the total amount of securities, including Registerable Registrable Securities, requested by Holders to be included in such offering exceeds the amount of securities sold other than by the Corporation Company that the underwriters reasonably believe compatible with would not adversely affect the success of the offering, then the Corporation Company shall be required to include in the offering only that number of such securities, including Registerable Registrable Securities, which the underwriters believe will not jeopardize adversely affect the success of the offering (the securities so included to be apportioned first to the Company, then pro rata among the selling Holders according to the total amount of securities Registrable Securities entitled to be included therein owned by each selling Holder and then to all other selling stockholders, or in such other proportions as shall mutually be agreed to by such selling Holders) but in no event shall: (i) stockholders); it being understood that with respect to the amount of securities of the selling Holders included in the offering be reduced below 50% of the total amount of securities included in such Company's initial public offering, unless such offering is the initial public offering of the Corporation's securities, in which case the selling Holders all Registrable Securities may be excluded if from the underwriters make the determination described above and registration on this basis (provided that no other Holder's or other stockholder's securities are includedincluded in the registration), but that with respect to any subsequent offering, no exclusion may reduce the total number of Registrable Securities to less than twenty-five percent (25%) of the total number of securities subject to the registration. For purposes of the first parenthetical in the preceding parenthetical sentence concerning apportionment, for any selling Holder stockholder which is a holder of Registrable Securities and which is a partnership or corporation, the partners, retired partners and shareholders 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 Holderstockholder," and any pro rata reduction with respect to such "selling Holderstockholder" shall be based upon the aggregate amount of shares carrying registration rights owned by all entities and individuals included in such "selling Holderstockholder," as defined in this sentence.

Underwriting Requirements. In connection with any offering involving an underwriting of shares securities being issued by the CorporationCompany, the Corporation Company shall not be required under Section 2 1.3 to include any of the Holders' ’ securities in such underwriting unless they such Holders accept the terms of the underwriting as agreed upon between the Corporation Company and the underwriters selected by it, and then only in such quantity quantity, if any, as will not, in the opinion of the underwriters, jeopardize marketing factors allow. If the success of managing underwriter for the offering by shall advise the Corporation. If Company in writing that the total amount of securities, including Registerable Registrable Securities, requested by Holders shareholders to be included in such offering exceeds the amount of securities to be sold other than by the Corporation Company that the underwriters reasonably believe compatible with the success of the offeringmarketing factors allow, then the Corporation Company shall be required to include in the offering only that number of such securities, including Registerable Registrable Securities, which the underwriters believe will not jeopardize the success of the offering managing underwriter believes marketing factors allow (the securities so included to be apportioned pro rata among reduced as follows: (a) all securities which stockholders other than the selling Company and the Holders according seek to include in the offering shall be excluded from the offering to the total amount extent limitation on the number of shares included in the underwriting is required, (b) then all securities entitled which the Common Stockholders seek to include in the offering shall be excluded from the offering, pro rata, to the extent further limitation on the number of shares included in the underwriting is required, and (c) if further limitation on the number of shares to be included therein owned in the underwriting is required, then the number of shares held by Investors that may be included in the underwriting shall 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 selling Holder or in such other proportions as shall mutually be agreed to by such selling Holders) Investor), but in no event shall: (i) shall the amount of securities of the selling Holders Investors included in the offering be reduced below 50% thirty percent (30%) of the total amount of securities included in such offering, unless such offering is the initial public offering of the Corporation's securities, Company’s securities in which case the selling Holders Investors may be excluded if the underwriters make managing underwriter makes the determination described above and no securities other Holder's securities than those of the Company are included. For purposes of the preceding parenthetical concerning apportionment, for any selling Holder shareholder which is a partnership Holder of Registrable Securities and which is a partnership, a limited liability company or a corporation, the partners, retired partners partners, members, retired members and shareholders of such Holder, 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 collectively be deemed to be a single "“selling Holder," ” and any pro rata reduction with respect to such "“selling Holder" ” shall be based upon the aggregate amount of shares carrying registration rights owned by all entities and individuals included in such "“selling Holder," ” as defined in this sentence.

Underwriting Requirements. In connection with any offering involving an underwriting of shares being issued by of the CorporationCompany's capital stock, the Corporation Company shall not be required under this Section 2 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 Corporation Company and the underwriters selected by it, and then only in such quantity as will not, in the opinion of it (or by other persons entitled to select the underwriters, jeopardize the success of the offering by the Corporation). If the total amount of securities, including Registerable Securities, Registrable Securities requested by Holders stockholders to be included in such offering offering, exceeds the amount of securities sold other than by the Corporation that the underwriters reasonably believe determine in their sole discretion is compatible with the success of the offeringoffering in view of market conditions, then the Corporation Company shall be required to include in the offering only that number of such securities, including Registerable Registrable Securities, which the underwriters believe 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 Holders according to the total amount of securities entitled to be included therein owned by each selling Holder or in such other proportions as shall mutually be agreed to by such selling Holders) offering, but in no event shall: (i) shall the amount of securities of the selling Holders included in the offering be reduced below 50% twenty-five percent (25%) 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 Corporation's securities, in which case shall be made pro-rata amongst the selling Holders may be excluded if stockholders according to the underwriters make total number of securities held by each such selling stockholder and entitled to inclusion therein on the determination described above and no other Holder's securities are includedbasis of a registration rights agreement with the Company. For purposes of the preceding parenthetical concerning apportionmentallocation securities to be included in any offering, for any selling Holder stockholders which is a partnership or corporation, the partners, retired partners and shareholders 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 Holderstockholder," and any pro pro-rata reduction with respect to such "selling Holderstockholder" shall be based upon the aggregate amount of shares carrying registration rights owned by all entities and individuals included in such "selling Holderstockholder," as defined in this sentence.

Underwriting Requirements. In connection with any offering involving ------------------------- an underwriting of shares being issued by the CorporationCompany, the Corporation Company shall not be required under Section 2 2.3 to include any of the Holders' securities in such underwriting unless they the Holders accept the terms of the underwriting as agreed upon between the Corporation Company and the underwriters selected by it, and then only in such quantity as will not, in the opinion of the underwriters, jeopardize the success of the offering by the CorporationCompany. If the total amount of securities, including Registerable Registrable Securities, requested by Holders to be included in such offering exceeds the amount of securities sold other than by the Corporation Company that the underwriters reasonably believe compatible with the success of the offering, then the Corporation Company shall be required to include in the offering only that number of such securities, including Registerable Securities, Registrable Securities which the underwriters believe will not jeopardize the success of the offering (the securities so included to be apportioned pro rata among the selling Holders according to the total amount of securities entitled to be included therein owned by each selling Holder or in such other proportions as shall mutually be agreed to by such selling Holders) but in no event shall: (i) shall the amount of securities Registrable Securities issued or issuable upon conversion of the selling Holders Series A Shares, the Series B Shares, the Series C Shares, the Series D Shares, the Series E Shares, or upon conversion of any Series C Shares issuable upon exercise of Warrants or upon exercise of the Warrants, included in the offering by selling Holders be reduced below 50% ten percent (10%) of the total amount of securities included in such offering, unless such offering is the initial public offering of the CorporationCompany's securitiessecurities ("IPO"), in which case the selling Holders may be excluded entirely if the underwriters make the determination described above above. If the offering is the Company's IPO and the underwriters exclude all securities from such offering, the Company shall have no other Holder's securities are includedobligations to provide notice as set forth in Section 2.3 above. For purposes of the preceding above parenthetical concerning apportionment, for any selling Holder which is a partnership or corporation, the partners, retired partners and shareholders 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 Holder," and any pro rata reduction with respect to such "selling Holder" shall be based upon the aggregate amount of shares carrying registration rights owned by all entities and individuals included in such "selling Holder," as defined in this sentence.

Underwriting Requirements. In connection with any offering ------------------------- involving an underwriting of shares being issued by the CorporationCompany, the Corporation Company shall not be required under Section 2 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 Corporation Company and the underwriters selected by it, and then only in such quantity as will not, in the opinion of the underwriters, jeopardize the success of the offering by the CorporationCompany. If the total amount of securities, including Registerable Registrable Securities, requested by Holders shareholders to be included in such offering exceeds the amount of securities sold other than by the Corporation Company that the underwriters reasonably believe compatible with the success of the offering, then the Corporation Company shall be required to include in the offering only that number of such securities, including Registerable Registrable Securities, which the underwriters believe will not jeopardize the success of the offering (the securities so included to be apportioned pro rata among the selling Holders shareholders according to the total amount of securities entitled to be included therein owned by each selling Holder shareholder or in such other proportions as shall mutually be agreed to by such selling Holders) shareholders); but in no event shall: shall (i) the amount of securities of the selling Holders included in the offering be reduced below 50% fifteen percent (15%) of the total amount of securities included in such offering, unless such offering is the initial public offering of the CorporationCompany's securities, in which case the selling Holders shareholders may be excluded completely if the underwriters make the determination described above and no other Holdershareholder'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 3.2 be excluded from such offering. For purposes of the preceding parenthetical concerning apportionment, for any selling Holder shareholder which is a holder of Registrable Securities and which is a partnership or corporation, the partners, retired partners and shareholders 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 Holdershareholder," and any pro rata reduction with respect to such "selling Holdershareholder" shall be based upon the aggregate amount of shares carrying registration rights owned by all entities and individuals included in such "selling Holdershareholder," as defined in this sentence.

Underwriting Requirements. In connection with any offering involving an underwriting of shares being issued by the CorporationCompany, the Corporation Company shall not be required under Section 2 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 Corporation Company and the underwriters selected by it, and then only in such quantity as will not, in the opinion of the underwriters, jeopardize the success of the offering by the CorporationCompany. If the total amount of securities, including Registerable Registrable Securities, requested by Holders shareholders to be included in such offering exceeds the amount of securities sold by persons or entities other than by the Corporation Company that the underwriters reasonably believe compatible with the success of the offering, then the Corporation Company shall be required to include in the offering only that number of such securities, including Registerable Registrable Securities, which the underwriters believe will not jeopardize the success of the offering (the securities so included to be apportioned pro rata among the selling Holders shareholders according to the total amount of securities entitled to be included therein owned by each selling Holder shareholder or in such other proportions as shall mutually be agreed to by such selling Holdersshareholders), but (i) but in any registration other than the first registered offering of the Company's securities to the public, the amount of Registrable Securities to be included in such registration shall not be reduced to less than 20% of the securities being registered in such registration and (ii) in no event shall: (i) the amount of securities of the selling Holders included shall any shares being sold by a shareholder exercising a demand registration right similar to that granted in the offering Section 1.2 be reduced below 50% of the total amount of securities included in excluded from such offering, unless such offering is the initial public offering of the Corporation's securities, in which case the selling Holders may be excluded if the underwriters make the determination described above and no other Holder's securities are included. For purposes of the preceding parenthetical concerning apportionment, for any in the case of a selling shareholder that is a Holder which of Registrable Securities and that is a partnership or corporation, the partners, retired partners and shareholders of such Holder, or the estates and family members of any such partners and retired partners and any trusts for the benefit of any of the foregoing persons shall be deemed to be a single "selling Holdershareholder," and any pro rata reduction with respect to such "selling Holdershareholder" shall be based upon the aggregate amount of shares carrying registration rights owned by all entities and individuals included in such "selling Holdershareholder," as defined in this sentence.

Underwriting Requirements. In connection with any offering involving an underwriting of shares being issued by the CorporationCompany, the Corporation Company shall not be required under Section 2 7.3 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 Corporation Company and the underwriters selected by it, and then only in such quantity as will not, in the opinion of the underwriters, jeopardize the success of the offering by the CorporationCompany. If the total amount of securities, including Registerable Registrable Securities, requested by Holders shareholders to be included in such an offering (other than a registration effected pursuant to Section 7.2) exceeds the amount of securities sold other than by the Corporation Company that the underwriters reasonably believe compatible with the success of the offering, then the Corporation Company shall be required to include in the offering only that number of such securities, including Registerable Registrable Securities, which the underwriters believe will not jeopardize the success of the offering (the securities so included to be apportioned pro rata among the selling Holders shareholders, including Series A Holders, according to the total amount of securities entitled to be included therein owned by each selling Holder shareholder or in such other proportions as shall mutually be agreed to by such selling Holders) but in shareholders). The underwriters, pursuant to the preceding sentence, may completely exclude the Holder's Registrable Securities from such underwriting if no event shall: (i) other selling shareholders' securities are so included. If any person does not agree to the amount terms of any such underwriting, he shall be excluded therefrom by written notice from the Company or the underwriter. Any Registrable Securities or other securities of excluded or withdrawn from such underwriting shall be withdrawn from such registration. If shares are so withdrawn from the selling Holders included registration, the Company shall then offer to all persons who have retained the right to include securities in the offering registration the right to include additional securities in the registration in an aggregate amount equal to the number of shares so withdrawn, with such shares to be reduced below 50% of allocated among the persons requesting additional inclusion pro rata according to the total amount of securities entitled to be included in such offering, unless registration owned by each such offering is the initial public offering of the Corporation's securities, person or in which case the such other proportions as shall be mutually agreed by such selling Holders may be excluded if the underwriters make the determination described above and no other Holder's securities are includedshareholders. For purposes of the immediately preceding parenthetical concerning apportionment, for any selling Holder shareholder which is a holder of Registrable Securities and which is a partnership or corporation, the partners, retired partners and shareholders of such Holderholder, 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 shall be deemed to be a single "selling Holdershareholder," and any pro rata reduction with respect to such "selling Holdershareholder" shall be based upon the aggregate amount of shares carrying registration rights owned by all entities and individuals included in such "selling Holdershareholder," as defined in this sentence.

Underwriting Requirements. (i) In connection with any offering initiated by the Company involving an underwriting of shares being issued by the CorporationCompany, the Corporation Company shall not be required under Section 2 11(c) to include any of the Holdersholders' securities Registrable Stock in such underwriting unless they accept the terms of the underwriting as agreed upon between the Corporation Company and the underwriters selected by it, and then only in such quantity as will not, in the written opinion of the underwriters, jeopardize the success of the offering by the CorporationCompany. If the total amount of securities, including Registerable Securities, requested by Holders securities that all holders request to be included in such offering exceeds the amount of securities sold other than by the Corporation that the underwriters reasonably believe compatible with the success of the offering, then the Corporation Company shall only be required to include in the offering only that number so many of such securities, including Registerable Securities, which the securities of the selling holders as the underwriters believe will not jeopardize the success of the offering (offering, shall so advise all selling holders of Registrable Stock and the number of shares of securities so included that are entitled to be apportioned pro rata included in the offering and underwriting shall be allocated first, to the Company for securities being sold for its own account, second, among all selling holders of Registrable Stock and other securities of the Company held by such holders and, third, among all other selling Holders according stockholders, in each case in proportion, as nearly as practicable, to the respective total amounts of securities owned by said selling holders of Registrable Stock and other selling stockholders. If any selling holder of Registrable Stock or any other selling stockholder disapproves of the terms of any such underwriting, he, she or it may elect to withdraw therefrom by written notice to the Company and the underwriter. (ii) In connection with any offering initiated by any holders of Registrable Stock involving an underwriting of shares being sold by such holders of Registrable Stock, such holders shall not be required under Section 11(b) to include any shares being issued by the Company or sold by any other selling stockholders in such underwriting unless the Company and such other selling stockholders accept the terms of the underwriting as agreed upon between such holders of Registrable Stock and the underwriters selected by it and reasonably acceptable to the Company, and then only in such quantity as will not, in the written opinion of the underwriters, jeopardize the success of the offering by such holders. If the total amount of securities that all holders request to be included in such offering exceeds the amount of securities that the underwriters reasonably believe compatible with the success of the offering, the holders of Registrable Stock shall only be required to include in the offering so many of the securities of the Company as the underwriters believe will not jeopardize the success of the offering, shall so advise the Company and such other selling stockholders, and the number of shares of securities that are entitled to be included therein owned by each selling Holder or in such other proportions as the offering and underwriting shall mutually be agreed to by allocated first, among all such selling Holders) but in no event shall: (i) the amount holders of Registrable Stock and other securities of the Company held by such holders, second, to the Company for securities being sold for its own account and, third, among all other selling Holders included stockholders, in each case in proportion, as nearly as practicable, to the offering be reduced below 50% respective total amounts of securities owned by such other selling stockholders. If the Company or any other selling stockholder disapproves of the total amount of securities included in such offering, unless such offering is the initial public offering of the Corporation's securities, in which case the selling Holders may be excluded if the underwriters make the determination described above and no other Holder's securities are included. For purposes of the preceding parenthetical concerning apportionment, for any selling Holder which is a partnership or corporation, the partners, retired partners and shareholders of such Holder, or the estates and family members terms of any such partners underwriting, he, she or it may elect to withdraw therefrom by written notice to the holders of Registrable Stock and retired partners and any trusts for the benefit of any of the foregoing persons shall be deemed to be a single "selling Holder," and any pro rata reduction with respect to such "selling Holder" shall be based upon the aggregate amount of shares carrying registration rights owned by all entities and individuals included in such "selling Holder," as defined in this sentenceunderwriter.

Underwriting Requirements. In connection with any offering Registration Statement involving an underwriting underwritten offering of shares being issued by of the CorporationCompany’s Common Stock, the Corporation Company shall not be required under Section 2 to include any of the Holders' securities Purchasers’ Registrable Securities in such underwriting unless they accept the Purchaser accepts the terms of the underwriting as agreed upon between the Corporation Company and the underwriters selected by itits underwriters, and then only in such quantity as the underwriter in its sole discretion determines will not, in the opinion of the underwriters, not jeopardize the success of the offering by the CorporationCompany. If the total amount number of securities, including Registerable Securities, requested by Holders Registrable Securities to be included in such offering (the “Requested Securities”) exceeds the amount number of securities to be sold (other than by the Corporation Company) that the underwriters reasonably believe underwriter in its reasonable discretion determines is compatible with the success of the offering, then the Corporation Company shall be required to include in the offering only that number of such securities, including Registerable Securities, Requested Securities which the underwriters believe underwriter, in its sole discretion, determines will not jeopardize the success of the offering (offering. If the securities so included underwriter determines that less than all of the Requested Securities requested to be apportioned pro rata among the selling Holders according to the total amount of securities entitled to registered can be included therein owned by each selling Holder or in such other proportions as shall mutually be agreed to by such selling Holders) but in no event shall: (i) the amount of securities of the selling Holders included in the offering be reduced below 50% of the total amount of securities included in such offering, unless then the securities to be registered that are included in such offering is shall be allocated among the initial public offering holders of the Corporation's securitiesRegistrable Securities (the “Holders”) in proportion (as nearly as practicable to) the number of Requested Securities owned by each Holder. To facilitate the allocation of shares in accordance with the above provisions, in which case the selling Holders may be excluded if Company or the underwriters make may round the determination described above and no other Holder's securities are includednumber of shares allocated to any Holder to the nearest 10 shares. For purposes of the preceding parenthetical provision in this Section 4 concerning apportionment, for any selling Holder which that is a partnership partnership, limited liability company, or corporation, the partners, members, retired partners partners, retired members, shareholders, and shareholders affiliates of such Holder, or the estates and 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 “Holder," ” and any pro rata reduction with respect to such "selling “Holder" ” shall be based upon the aggregate amount number of shares carrying registration rights Requested Securities owned by all entities and individuals persons included in such "selling “Holder," ” as defined in this sentence. The Purchasers understand that the underwriter may determine that none of the Registrable Securities can be included in the offering.

Underwriting Requirements. In connection with any offering involving an underwriting of shares being issued by of the CorporationCompany’s capital stock, the Corporation Company shall not be required under Section 2 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 Corporation Company and the underwriters selected by itthe 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, in the opinion of the underwriters, not jeopardize the success of the offering by the CorporationCompany; provided that such underwriting agreement shall not provide for indemnification or contribution obligations on the part of the Holders materially greater than the obligations of the Holders pursuant to Section 1.10. If the total amount of securities, including Registerable Registrable Securities, requested by Holders stockholders to be included in such offering exceeds the amount of securities sold other than by the Corporation Company that the underwriters reasonably believe determine in their sole discretion is compatible with the success of the offering, then the Corporation Company shall be required to include in the offering only that number of such securities, including Registerable Registrable Securities, which the underwriters believe 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 Holders stockholders according to the total amount of securities entitled to be included therein owned by each selling Holder stockholder or in such other proportions as shall mutually be agreed to by such selling Holdersstockholders) but in no event shall: shall (i) the amount of securities of the selling Holders included in the offering be reduced below 5020% of the total amount of securities included in such offering, offering unless such offering is the initial public offering of the Corporation's securitiesInitial Offering, in which case case, the selling Holders stockholders may be excluded if the underwriters make the determination described above and no other Holder's 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 Holder stockholder which is a holder of Registrable Securities and which is a venture capital fund, or a partnership or corporation, the partners, retired partners and shareholders Affiliates 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 Holderstockholder," ” and any pro pro-rata reduction with respect to such "“selling Holder" stockholder” shall be based upon the aggregate amount of shares carrying registration rights owned by all entities and individuals included in such "“selling Holderstockholder," ” as defined in this sentence.

Underwriting Requirements. In connection with any offering involving an underwriting of shares being issued by the CorporationCompany, the Corporation Company shall not be required under Section 2 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 Corporation Company and the underwriters selected by it, and then only in such quantity as will not, in the opinion of the underwriters, jeopardize the success of the offering by the CorporationCompany. If the total amount of securities, including Registerable Registrable Securities, requested by Holders stockholders to be included in such offering exceeds the amount of securities sold other than by the Corporation that the underwriters reasonably believe is compatible with the success of the offeringOffering, then the Corporation Company shall be required to include in the offering only that number of such securities, securities including Registerable Registrable Securities, which the underwriters believe will not jeopardize the success of the offering (the securities so included to be apportioned pro rata among the selling Holders stockholders according to the total amount of securities entitled to be included therein owned by each selling Holder or in such other proportions as shall mutually be agreed to by such selling Holders) but in no event shall: (i) the amount of securities of the selling Holders included in the offering be reduced below 50% of the total amount of securities included in such offeringstockholder; provided, unless however, that if such offering is the initial public offering of the CorporationCompany's securities, in which case the selling Holders stockholders may be excluded if the underwriters make the determination described above and no other Holderstockholder's securities are included. For purposes of the preceding parenthetical concerning apportionment, for any selling Holder stockholder which is a holder of Registrable Securities and which is a partnership or corporation, the partners, retired partners and shareholders 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 Holderstockholder," and any pro rata reduction with respect to such "selling Holderstockholder" shall be based upon the aggregate amount of shares carrying registration rights owned by all entities and individuals included in such "selling Holderstockholder," as defined in this sentence.

Underwriting Requirements. In connection with any offering involving an underwriting of shares being issued by the CorporationCompany securities, including Registrable Securities, the Corporation Company shall not be required under this Section 2 3 to include any of the Holders' securities Investor’s Registrable Securities in such underwriting unless they accept such Investor accepts the terms of the underwriting as agreed upon between the Corporation Company and the underwriters selected by itit (or by other persons entitled to select the underwriters) and enters into an underwriting agreement in customary form with an underwriter or underwriters so selected, and then only in such quantity as will not, determined in accordance with the opinion remainder of the underwriters, jeopardize the success of the offering by the Corporationthis Section 3(c). If the total amount managing underwriters shall give written advice to the Company of securitiesan Underwriters’ Maximum Number, including Registerable Securitiesthen: (i) if the registration has been initiated by the Company, then, subject to Section 3(a)(ii), (A) the Company shall be entitled to include in such registration the maximum number of securities which the Company proposes to offer and sell for its own account in such registration and which does not exceed the Underwriters’ Maximum Number, (B) if the Underwriters’ Maximum Number exceeds the number of securities which the Company proposes to offer and sell for its own account in such registration, then the Company will be obligated and required to include in such registration the maximum number of Registrable Securities requested by Holders the Investors (on a pro rata basis based on such Investors’ respective ownership of Registrable Securities) to be included in such offering registration and which does not exceed such excess, and (C) if the Underwriters’ Maximum Number exceeds the amount of securities sold other than by the Corporation that the underwriters reasonably believe compatible with the success sum of the offering, then number of Registrable Securities which the Corporation Company shall be required to include in such registration pursuant to the offering only foregoing clause (B) and the number of securities which the Company proposes to offer and sell for its own account in such registration, then the Company may include in such registration that number of securities which other persons shall have requested be included in such securitiesregistration and which shall not be greater than such excess; and (ii) if the registration has been initiated by any other person(s), including Registerable Securitiesthen (A) the Company shall be entitled to include in such registration the maximum number of securities which such other person(s) propose to offer and sell for their own account in such registration and which does not exceed the Underwriters’ Maximum Number, (B) if the Underwriters’ Maximum Number exceeds the number of securities which such other person(s) proposes to offer and sell for their own account in such registration, then the underwriters believe Company will not jeopardize be obligated and required to include in such registration the success maximum number of Registrable Securities requested by the offering Investors (the securities so included to be apportioned on a pro rata among the selling Holders according to the total amount basis based on such Investors’ respective ownership of securities entitled Registrable Securities) to be included therein owned by each selling Holder or in such other proportions as shall mutually be agreed to by registration and which does not exceed such selling Holdersexcess, (C) but in no event shall: (i) if the amount of securities Underwriters’ Maximum Number exceeds the sum of the selling Holders included number of Registrable Securities which the Company shall be required to include in such registration pursuant to the offering be reduced below 50% foregoing clauses (A) and (B), then the Company may include in such registration that number of other securities which the Company and/or any other holders of the total amount of Company’s securities be included in such offering, unless registration and which shall not be greater than such offering is the initial public offering of the Corporation's securities, in which case the selling Holders may be excluded if the underwriters make the determination described above and no other Holder's securities are included. For purposes of the preceding parenthetical concerning apportionment, for any selling Holder which is a partnership or corporation, the partners, retired partners and shareholders of such Holder, or the estates and family members of any such partners and retired partners and any trusts for the benefit of any of the foregoing persons shall be deemed to be a single "selling Holder," and any pro rata reduction with respect to such "selling Holder" shall be based upon the aggregate amount of shares carrying registration rights owned by all entities and individuals included in such "selling Holder," as defined in this sentenceexcess.

Underwriting Requirements. (a) If, pursuant to Subsection 2.1, the Investor intends to distribute the Registrable Securities covered by its request by means of an underwriting, it shall so advise the Company as a part of its request made pursuant to Subsection 2.1. The underwriter(s) will be selected by the Company and shall be reasonably acceptable to the Investor. The Investor shall (together with the Company as provided in Subsection 2.4(e)) enter into an underwriting agreement in customary form with the underwriter(s) selected for such underwriting. (b) In connection with any offering involving an underwriting of shares being issued by of the CorporationCompany’s capital stock pursuant to Subsection 2.2, the Corporation Company shall not be required under Section 2 to include any of the Holders' securities Investor’s Registrable Securities in such underwriting unless they accept the Investor accepts the terms of the underwriting as agreed upon between the Corporation Company and the underwriters selected by itits underwriters, and then only in such quantity as the underwriters in their sole discretion determine will not, in the opinion of the underwriters, not jeopardize the success of the offering by the CorporationCompany. If the total amount number of securities, including Registerable Registrable Securities, requested by Holders stockholders to be included in such offering exceeds the amount number of securities to be sold (other than by the Corporation Company) that the underwriters reasonably believe in their reasonable discretion determine is compatible with the success of the offering, then the Corporation Company shall be required to include in the offering only that number of such securities, including Registerable Registrable Securities, which the underwriters believe and the Company in their sole discretion determine will not jeopardize the success of the offering offering. (c) For purposes of Subsection 2.1, a registration shall not be counted as “effected” if, as a result of an exercise of the securities so included to be apportioned pro rata among the selling Holders according to underwriter’s cutback provisions in Subsection 2.3(b), fewer than 50%) of the total amount number of securities entitled Registrable Securities that the Investor has requested to be included therein owned by each selling Holder or in such other proportions as shall mutually be agreed to by such selling Holders) but in no event shall: (i) the amount of securities of the selling Holders included in the offering be reduced below 50% of the total amount of securities included in such offering, unless such offering is the initial public offering of the Corporation's securities, in which case the selling Holders may be excluded if the underwriters make the determination described above and no other Holder's securities registration statement are actually included. For purposes of the preceding parenthetical concerning apportionment, for any selling Holder which is a partnership or corporation, the partners, retired partners and shareholders of such Holder, or the estates and family members of any such partners and retired partners and any trusts for the benefit of any of the foregoing persons shall be deemed to be a single "selling Holder," and any pro rata reduction with respect to such "selling Holder" shall be based upon the aggregate amount of shares carrying registration rights owned by all entities and individuals included in such "selling Holder," as defined in this sentence.

Underwriting Requirements. In connection with any offering ------------------------- involving an underwriting of shares being issued by of the CorporationCompany's capital stock, the Corporation Company shall not be required under Section 2 1.3 to include any of the ATI Holders' securities in such underwriting unless they accept the terms of the underwriting as agreed upon between the Corporation Company and the underwriters selected by it, and then only in such quantity as the underwriters determine in their sole discretion will not, in not adversely affect their ability to market the opinion of the underwriters, jeopardize the success of the offering by the Corporationoffering. If the total amount of securities, including Registerable Registrable Securities, requested by Holders stockholders to be included in such offering exceeds the amount of securities sold other than by the Corporation Company that the underwriters reasonably believe determine in their sole discretion is compatible with the success of the offering, then the Corporation Company shall be required to include in the offering only that number of such securities, including Registerable Registrable Securities, which that the underwriters believe determine in their sole discretion will not jeopardize the success of adversely affect their ability to market the offering (the securities so included to be apportioned pro rata among the selling Holders stockholders according to the total amount of securities entitled to be included therein owned by each selling Holder stockholder or in such other proportions as shall mutually be agreed to by such selling Holdersstockholders) but in no event shall: (i) shall the amount of securities of the selling Holders included in the offering be reduced below 50% thirty percent (30%) of the total amount of securities included in such offering, unless such offering is the initial public offering of the Corporation's securities, in which case the selling Holders may be excluded if the underwriters make the determination described above and no other Holder's securities are included. For purposes of the preceding parenthetical concerning apportionment, for any selling Holder stockholder that is a holder of Registrable Securities and which is a partnership or corporation, the partners, retired partners and shareholders 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 Holderstockholder," and any pro pro-rata reduction with respect to such "selling Holderstockholder" shall be based upon the aggregate amount of shares carrying registration rights owned by all entities and individuals included in such "selling Holderstockholder," as defined in this sentence.

Underwriting Requirements. In connection with any offering under Subsection 1.2 involving an underwriting of shares being issued by of the CorporationCompany's capital stock, the Corporation Company shall not be required under Section 2 to include any of the Holders' securities in such underwriting unless they accept the terms of the underwriting as agreed upon between the Corporation Company and the underwriters selected by it, and then only in such quantity as the underwriters determine in their sole discretion will not, in the opinion of the underwriters, not jeopardize the success of the offering by the CorporationCompany. If the total amount of securities, including Registerable Registrable Securities, requested by Holders to be included in such offering exceeds the amount of securities sold other than by the Corporation Company that the underwriters reasonably believe determine in their sole discretion is compatible with the success of the offering, then the Corporation Company shall be required to include in the offering only that number of such securities, including Registerable Registrable Securities, which the underwriters believe determine in their sole discretion will not jeopardize the success of the offering (the securities so included to be apportioned pro rata among the Holders and any other selling Holders stockholders according to the total amount of securities entitled to be included therein owned by each selling Holder stockholder or in such other proportions as shall mutually be agreed to by such selling Holders) but in no event shall: (i) the amount of securities of the selling Holders included in the offering be reduced below 50% of the total amount of securities included in such offering, unless such offering is the initial public offering of the Corporation's securities, in which case the selling Holders may be excluded if the underwriters make the determination described above and no other Holder's securities are includedstockholders). For purposes of the preceding parenthetical concerning apportionment, for any selling Holder stockholder which is a holder of Registrable Securities and which is a partnership or corporation, the partners, retired partners and shareholders 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 Holderstockholder," and any pro pro-rata reduction with respect to such "selling Holderstockholder" shall be based upon the aggregate amount of shares carrying registration rights owned by all entities and individuals included in such "selling Holderstockholder," as defined in this sentence.

Underwriting Requirements. In connection with any offering involving an underwriting of shares being issued by the CorporationCompany, the Corporation Company shall not be required under Section 2 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 Corporation Company and the underwriters selected by it, and then only in such quantity as will not, in the opinion of the underwriters, jeopardize the success of the offering by the CorporationCompany. If the total amount of securities, including Registerable Registrable Securities, requested by Holders stockholders to be included in such offering exceeds the amount of securities sold other than by the Corporation Company that the underwriters reasonably believe compatible with the success of the offering, then the Corporation Company shall be required to include in the offering only that number of such securities, including Registerable Securities, securities which the underwriters believe will not jeopardize the success of the offering (the securities so included to "SELLING STOCKHOLDER SECURITIES"), provided, however. that the Selling Stockholder Securities shall first be apportioned allocated among the requesting Holders pro rata among the selling Holders according to the total amounts of Registrable Securities held by such requesting Holders and then, if all of the Registrable Securities requested to be included by such Holders have been included, among all other holders of securities requesting and legally entitled to include securities in such offering pro rata based on the total amount of such securities entitled to be included therein owned by each selling Holder or in such other proportions as shall mutually be agreed to offering by such selling Holdersholders and provided, further, that (i) but in no event shall: (i) shall the amount of securities Registrable Securities of the selling Holders included in the offering be reduced below 50% ten percent (10%) of the total amount of securities included in such offering, unless such offering is the initial public offering of the CorporationCompany's securities, in which case all of the selling Holders Registrable Securities may be excluded if if, in either case, the underwriters make the determination described above and no other Holderstockholder's securities are included, and (ii) notwithstanding (i) above, any shares being sold by a stockholder exercising a demand registration right similar to that granted in Section 2.2 shall be included in such offering. For purposes of the preceding parenthetical proviso concerning apportionment, for any selling Holder stockholder which is a holder of Registrable Securities and which is a partnership or corporation, the partners, retired partners and shareholders 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 Holderstockholder," and any pro rata reduction with respect to such "selling Holder" stockholder shall be based upon the aggregate amount of shares carrying registration rights owned by all entities and individuals included in such "selling Holder," as defined in this sentencestockholders.

Underwriting Requirements. In connection with any offering involving an underwriting of shares being issued by the CorporationCompany’s securities, unless otherwise provided herein, the Corporation Company shall not be required under Section 2 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 Corporation Company and the underwriters selected by itin accordance herewith, and then only in such quantity as the underwriters determine in their sole discretion will not, in the opinion of the underwriters, not jeopardize the success of the offering by the Corporation. Company, If the total amount of securities, including Registerable Registrable Securities, requested by Holders to be included in such offering exceeds the amount of securities sold to be offered other than by the Corporation Company that the underwriters reasonably believe determine in their sole discretion is compatible with the success of the offering, then the Corporation Company shall be required to include in the offering only that number of such securities, including Registerable Registrable Securities, which the underwriters believe 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 Holders according to the total amount of securities entitled to be included therein owned by each selling Holder Holders or in such other proportions as shall mutually be agreed to by such selling Holders) but in no event shall: (i) shall the amount of securities of the selling Holders of Registrable Securities included in the offering be reduced below 50% twenty percent (20%) of the total amount of securities included in such offering, unless such offering is the initial public offering of the Corporation's securities, Company’s securities in which case the selling Holders may be excluded if the underwriters make the determination described above and no other Holder's Registrable Securities and securities of other selling shareholders are included. For purposes of the preceding parenthetical concerning apportionment, for any selling member which is a Holder of Registrable Securities and which is a partnership or corporation, the partners, retired partners and shareholders members and retired or former members of such Holder, or the estates and family members of any such partners and retired partners and any trusts for the benefit of any of the foregoing persons shall be deemed to be a single "“selling Holder," ” and any pro pro-rata reduction with respect to such "“selling Holder" ” shall be based upon the aggregate amount of shares carrying registration rights owned by all entities and individuals included in such "“selling Holder," ” as defined in this sentence.. Exhibit 4.4 Execution Copy

Underwriting Requirements. In connection with any offering involving an underwriting of shares being issued by the CorporationCompany, the Corporation Company shall not be required under Section 2 7.3 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 Corporation Company and the underwriters selected by it, and then only in such quantity as will not, in the opinion of the underwriters, jeopardize the success of the offering by the CorporationCompany. If the total amount of securities, including Registerable Registrable Securities, requested by Holders shareholders to be included in such an offering (other than a registration effected pursuant to Section 7.2) exceeds the amount of securities sold other than by the Corporation Company that the underwriters reasonably believe compatible with the success of the offering, then the Corporation Company shall be required to include in the offering only that number of such securities, including Registerable Registrable Securities, which the underwriters believe will not jeopardize the success of the offering (the securities so included to be apportioned pro rata among the selling shareholders, including Series A Holders, Series B Holders and Series C Holders, according to the total amount of securities entitled to be included therein owned by each selling Holder shareholder or in such other proportions as shall mutually be agreed to by such selling Holders) but in shareholders). The underwriters, pursuant to the preceding sentence, may completely exclude the Holder's Registrable Securities from such underwriting if no event shall: (i) other selling shareholders' securities are so included. If any person does not agree to the amount terms of any such underwriting, he shall be excluded therefrom by written notice from the Company or the underwriter. Any Registrable Securities or other securities of excluded or withdrawn from such underwriting shall be withdrawn from such registration. If shares are so withdrawn from the selling Holders included registration, the Company shall then offer to all persons who have retained the right to include securities in the offering registration the right to include additional securities in the registration in an aggregate amount equal to the number of shares so withdrawn, with such shares to be reduced below 50% of allocated among the persons requesting additional inclusion pro rata according to the total amount of securities entitled to be included in such offering, unless registration owned by each such offering is the initial public offering of the Corporation's securities, person or in which case the such other proportions as shall be mutually agreed by such selling Holders may be excluded if the underwriters make the determination described above and no other Holder's securities are includedshareholders. For purposes of the immediately preceding parenthetical concerning apportionment, for any selling Holder shareholder which is a holder of Registrable Securities and which is a partnership or corporation, the partners, retired partners and shareholders 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 Holder," and any pro rata reduction with respect to such "selling Holder" shall be based upon the aggregate amount of shares carrying registration rights owned by all entities and individuals included in such "selling Holder," as defined in this sentence.and

Underwriting Requirements. In connection with any offering involving an underwriting of shares being issued by of the CorporationCompany’s capital stock pursuant to Section 2.2, the Corporation Company shall not be required under Section 2 to include any of the Holders' Stockholders’ securities in such underwriting unless they accept the terms of the underwriting as agreed upon between the Corporation Company and the underwriters selected by itits underwriters, and then only in such quantity as the underwriters determine in their sole discretion will not, in the opinion of the underwriters, not jeopardize the success of the offering by the CorporationCompany. If the total amount number of securities, including Registerable Registrable Securities, requested by Holders Stockholders to be included in such offering exceeds the amount of securities to be sold other than by the Corporation Company that the underwriters reasonably believe determine in their reasonable discretion is compatible with the success of the offering, then the Corporation Company shall be required to include in the offering only that number of such securities, including Registerable Registrable Securities, which the underwriters believe and the Company determine in their sole discretion will not jeopardize the success of the offering. Unless otherwise permitted pursuant to a consent granted in accordance with Section 2.13, 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 Holders according to Stockholders based on the total amount number of securities entitled to be included therein owned Registrable Securities held by each all selling Holder Stockholders or in such other proportions as shall mutually be agreed to by all such selling Holders) but Stockholders. Notwithstanding the foregoing, in no event shall: (i) shall the amount of securities of the selling Holders Stockholders, in the aggregate, included in the offering be reduced below 50% thirty percent (30%) of the total amount of securities included in such offering, unless such offering is the initial public offering of the Corporation's securitiesCompany’s IPO, in which case the selling Holders Stockholders may be excluded beyond this amount if the underwriters make the determination described above and no other Holder's stockholder’s securities are includedincluded in such offering. For purposes of the preceding parenthetical sentence in this Section 2.7 concerning apportionment, for any selling Holder Stockholder which is a partnership or corporation, the partners, retired partners holder of Registrable Securities and shareholders of such Holder, or the estates and family members of any such partners and retired partners and any trusts for the benefit of any of the foregoing persons shall be deemed to be a single "selling Holder," and any pro rata reduction with respect to such "selling Holder" shall be based upon the aggregate amount of shares carrying registration rights owned by all entities and individuals included in such "selling Holder," as defined in this sentence.which

Underwriting Requirements. In connection with any offering involving an underwriting of shares securities being issued by or for the Corporationaccount of the Company, the Corporation Company shall not be required under Section 2 2.2 to include any of the Holders' ’ securities in such underwriting unless they such Holders accept the terms of the underwriting as agreed upon between the Corporation Company and the underwriters selected by it, and then only in such quantity quantity, if any, as will not, in the good faith opinion of the underwriters, jeopardize adversely affect the success of the offering by the CorporationCompany. If the managing underwriter for the offering shall advise the Company in writing that the total amount of securities, including Registerable Registrable Securities, requested by Holders to be included in such offering exceeds the amount of securities to be sold other than by the Corporation that the underwriters reasonably believe compatible with the success of the offeringcan be successfully offered, then the Corporation Company shall be required to include in the offering only that number of such securities, including Registerable Registrable Securities, which the underwriters believe managing underwriter determines in its sole discretion will not jeopardize adversely affect the success of the offering (the offering. The securities so included in the offering will be reduced as follows: (a) first, all securities which stockholders other than the Company, the Prior Rights Holders and the Holders seek to include in the offering shall be excluded from the offering to the extent limitation on the number of shares included in the underwriting is required; and (b) if further limitation on the number of shares to be apportioned included in the offering is required after elimination of all shares held by selling stockholders other than Prior Rights Holders and the Holders of Common Stock Registrable Securities, then the shares held by the Prior Rights Holders shall be included pursuant to the terms of the Prior Rights Agreement, and thereafter, the securities that may be included in the underwriting by the Holders shall be included but shall be reduced pro rata among the selling Holders according to in accordance with the total amount number of securities entitled to be included therein owned shares of Common Stock Registrable Securities held by each selling Holder or in such other proportions as shall mutually be agreed to by such selling Holders) but in no event shall: (i) the amount of securities of the selling Holders included in the offering be reduced below 50% of the total amount of securities included in such offering, unless such offering is the initial public offering of the Corporation's securities, in which case the selling Holders may be excluded if the underwriters make the determination described above and no other Holder's securities are included. For purposes of the preceding parenthetical sentence concerning apportionment, for any selling stockholder which is a Holder of Common Stock Registrable Securities and which is a partnership or a corporation, the partners, retired partners and shareholders 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 collectively be deemed to be a single "“selling Holder," ” and any pro rata reduction with respect to such "“selling Holder" ” shall be based upon the aggregate amount number of shares carrying registration rights owned by all entities and individuals included in such "“selling Holder," ” as defined in this sentence.

Underwriting Requirements. (a) In connection with any offering involving an underwriting of shares being issued by the Corporationof Parent’s capital stock pursuant to Section 2.2, the Corporation Parent shall not be required under Section 2 to include any of the Holders' securities Registrable Securities in such underwriting unless they accept PFG accepts the terms of the underwriting as agreed upon between the Corporation Parent and the underwriters selected by itits underwriters, and then only in such quantity as the underwriters in their sole discretion determine will not, in the opinion of the underwriters, not jeopardize the success of the offering by the Corporationoffering. If the total amount number of securities, including Registerable Registrable Securities, requested by Holders stockholders to be included in such offering exceeds the amount number of securities to be sold (other than by the Corporation Parent) that the underwriters reasonably believe in their reasonable discretion determine is compatible with the success of the offering, then the Corporation Parent shall be required to include in the offering only that number of such securities, including Registerable Registrable Securities, which the underwriters believe and Parent in their sole discretion determine will not jeopardize the success of the offering (offering; provided, however, that the number of securities so included to that are excluded from the underwriting shall be apportioned allocated amongst all Holders pro rata among in accordance with the selling Holders according to the total amount number of securities entitled elected to be included therein owned by each selling Holder or in such other proportions as shall mutually be agreed to by such selling Holders) but in no event shall: (i) registration, regardless of the amount number of securities with respect to which such persons have the right to request such inclusion. To facilitate the allocation of shares in accordance with the selling Holders included in the offering be reduced below 50% of the total amount of securities included in such offeringabove provisions, unless such offering is the initial public offering of the Corporation's securities, in which case the selling Holders may be excluded if Parent or the underwriters make may round the determination described above and no other Holder'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(a) concerning apportionment, for any selling Holder which that is a partnership partnership, limited liability company, or corporation, the partners, members, retired partners partners, retired members, stockholders, and shareholders Affiliates of such Holder, 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 Holder," ” and any pro rata reduction with respect to such "“selling Holder" ” shall be based upon the aggregate amount number of shares carrying registration rights owned by all entities and individuals Registrable Securities elected to be included in such "registration by all Persons included in such “selling Holder," ” as defined in this sentence. (b) For purposes of Section 2.1, a registration shall not be counted as “effected” if, as a result of an exercise of the underwriter’s cutback provisions in Section 2.3(a), fewer than fifty percent (50%) of the total number of Registrable Securities that PFG has requested to be included in such registration statement are actually included.

Underwriting Requirements. In connection with any offering involving an underwriting of shares being issued by of the CorporationCompany's capital stock, the Corporation Company shall not be required under Section 2 2.2 to include any of the Holders' securities in such underwriting unless they accept the terms of the underwriting as agreed upon between the Corporation Company and the underwriters selected by it, and then only in such quantity as the underwriters determine in their sole discretion will not, in the opinion of the underwriters, jeopardize adversely affect the success of the offering by the CorporationCompany. If the total amount of securities, including Registerable Registrable Securities, requested by Holders shareholders to be included in such offering exceeds the amount of securities sold other than by the Corporation Company that the underwriters reasonably believe determine in their sole discretion is compatible with the success of the offering, then the Corporation Company shall be required to include in the offering only that number of such securities, including Registerable Registrable Securities, which the underwriters believe determine in their sole discretion will not jeopardize the success of the offering (the securities so included to will first be apportioned pro rata among the selling Holders requesting inclusion according to the total amount of securities entitled to be included therein owned by each selling Holder or in such Holders, then pro rata among the other proportions as shall mutually be agreed to by such selling Holdersshareholders requesting inclusion) but in no event shall: shall (i) the amount of securities of the selling Holders included in the offering be reduced below 50% thirty percent (30%) of the total amount of securities included in such offering, unless such offering is the initial public offering a Qualified Public Offering of the CorporationCompany's securities, securities in which case the selling Holders shareholders may be excluded if the underwriters make the determination described above and no other Holdershareholder'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 2.1 be excluded from such offering. For purposes of the preceding parenthetical concerning apportionment, for any selling shareholder which is a Holder of Registrable Securities and which is a partnership or corporation, the partners, retired partners and shareholders of such Holderholder, or the estates and family members of any such partners and retired partners and partners, any trusts for the benefit of any of the foregoing persons and any other affiliates shall be deemed to be a single "selling Holdershareholder," and any pro rata reduction with respect to such "selling Holdershareholder" shall be based upon the aggregate amount of shares carrying registration rights owned by all entities and individuals included in such "selling Holder," shareholder", as defined in this sentence.

Underwriting Requirements. In connection with any offering involving an underwriting of shares being issued by the Corporationof Common Stock, the Corporation Company shall not be required under Section 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 Corporation Company and the underwriters selected by it, and then only in such quantity as will not, in the opinion of the underwriters, jeopardize the success of the offering by the CorporationCompany. If the total amount of securities, including Registerable Registrable Securities, requested by Holders stockholders to be included in such offering exceeds the amount of securities sold other than by the Corporation Company that the underwriters reasonably believe compatible with the success of the offering, then the Corporation Company shall be required to include in the offering only that number of such securities, including Registerable Registrable Securities, which the underwriters believe will not jeopardize the success of the offering (offering. Subject to any contractual rights of other selling stockholders, the securities so included to shall be apportioned pro rata among the selling Holders stockholders according to the total amount of securities entitled to be included therein owned by each selling Holder stockholder or in such other proportions as shall mutually be agreed to by such selling Holders) stockholders, but in no event shall: (i) the amount of securities of the selling Holders included in the offering shall any shares being sold by a stockholder exercising a demand registration right be reduced below 50% of the total amount of securities included in excluded from such offering, unless such offering is the initial public offering of the Corporation's securities, in which case the selling Holders may be excluded if the underwriters make the determination described above and no other Holder's securities are included. For purposes of the preceding parenthetical concerning apportionment, for any selling stockholder that is a Holder which of Registrable Securities and that is a partnership or corporation, the partners, retired partners and shareholders 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 Holderstockholder," and any pro rata reduction with respect to such "selling Holderstockholder" shall be based upon the aggregate amount of shares carrying registration rights owned by all entities and individuals included in such "selling Holderstockholder," as defined in this sentence.

Underwriting Requirements. In connection with any offering involving an underwriting of shares being issued by the CorporationCompany, the Corporation Company shall not be required under Section 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 Corporation Company and the underwriters selected by it, and then only in such quantity as will not, in the opinion of the underwriters, jeopardize the success of the offering by the CorporationCompany. If the total amount of securities, including Registerable Registrable Securities, requested by the Holders to be included in such offering exceeds the amount of securities sold other than by the Corporation Company that the underwriters reasonably believe compatible with the success of the offering, then the Corporation Company shall be required to include in the offering only that number of such securities, including Registerable Registrable Securities, which the underwriters believe will not jeopardize the success of the offering (the securities so included to be apportioned pro rata among the selling Holders shareholders according to the total amount of securities entitled to be included therein owned by each selling Holder shareholder or in such other proportions as shall mutually be agreed to by such selling Holders) but in no event shall: (i) the amount of securities of the selling Holders included in the offering be reduced below 50% of the total amount of securities included in such offering, unless such offering is the initial public offering of the Corporation's securities, in which case the selling Holders may be excluded if the underwriters make the determination described above and no other Holder's securities are includedshareholders). For purposes of the preceding parenthetical concerning concerting apportionment, for any selling shareholder which is a Holder of Registrable Securities and which is a partnership or corporation, the partners, retired partners and shareholders of such Holder, or the estates and family members of any such partners and retired partners and any trusts for the benefit of any of the foregoing persons shall be deemed to be a single "selling Holdershareholder," and any pro rata reduction with respect to such "selling Holdershareholder" shall be based upon the aggregate amount of shares carrying registration rights owned by all entities and individuals included in such "selling Holdershareholder," as defined in this sentence.

Underwriting Requirements. In connection with any offering involving an underwriting of shares being issued by of the CorporationCompany's capital stock, the Corporation Company shall not be required under Section 2 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 Corporation Company and the underwriters selected by itit (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, in the opinion of the underwriters, jeopardize the success of the offering by the CorporationCompany. If In the total amount event the underwriter advises the Company in writing that, in the underwriter's opinion, the aggregate number of securities, including Registerable Securities, Registrable Securities requested by Holders to be included in such offering exceeds the amount of securities sold other than by the Corporation registration creates a substantial risk that the underwriters reasonably believe compatible with the success price per share of the offeringCompany's capital stock would be reduced, then the Corporation Company shall be required to include in such registration (i) first, the offering only capital stock that number of the Company proposes to sell; and (ii) second, the Registrable Securities requested to be included in such securitiesregistration, including Registerable Securities, which with any reductions as the underwriters believe will not jeopardize the success of the offering underwriter shall determine in its sole discretion (the securities so included to be apportioned pro rata among the selling Holders stockholders according to the total amount of securities entitled to be included therein owned by each selling Holder or in such other proportions as shall mutually be agreed to by such selling Holders) ), but in no event shall: (i) shall the amount of securities Registrable Securities of the selling Holders included in the offering be reduced below 50% thirty percent (30%) of the total amount of securities Registrable Securities requested to be included in such offering, unless such offering is the initial public offering of the Corporation's securities, in which case the selling Holders may be excluded if the underwriters make the determination described above and no other Holder's securities are included. For purposes of the preceding parenthetical concerning apportionment, for any selling Holder stockholder which is a holder of Registrable Securities and which is a partnership or corporation, the partners, retired partners and shareholders 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 Holder," stockholder", and any pro pro-rata reduction with respect to such "selling Holderstockholder" shall be based upon the aggregate amount of shares carrying registration rights owned by all entities and individuals included in such "selling Holder," stockholder", as defined in this sentence.

Underwriting Requirements. In Except for the Registration Rights Agreement dated as of December 19, 1994, by and among the Company and the persons whose signatures appear on the signature page thereof, the Registration Rights Agreement dated as of September 4, 1997, as amended April 14, 1998, by and among the Company and the Initial Investors (as defined therein), and that certain Securities Purchase Agreement dated September 30, 1994 by and among the Company and the persons whose signatures appear on the signature page thereof, each as amended prior to the date of this Agreement (collectively, the "Series B and D Registration Rights Agreements"), in connection with any offering involving an underwriting of shares being issued by of the CorporationCompany's capital stock, the Corporation Company shall not be required under Section 2 to include any of the Holders' securities Restricted Stock in such underwriting unless they if such Holders accept the terms of the underwriting as agreed upon between the Corporation Company and the underwriters selected by itthe Company (or by other persons entitled to select the underwriters), and then but only in such quantity as the underwriters determine in their sole discretion will not, in the opinion of the underwriters, not jeopardize the success of the offering by the CorporationCompany. If the total amount of securities, including Registerable SecuritiesRestricted Stock, requested by Holders stockholders to be included in such offering exceeds the amount of securities sold other than by the Corporation Company that the underwriters reasonably believe determine in their sole discretion is compatible with the success of the offering, then the Corporation Company shall be required to include in the offering only that number of such securities, including Registerable SecuritiesRestricted Stock, which the underwriters believe 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 Holders stockholders according to the total amount of securities entitled to be included therein owned by each selling Holder stockholder or in such other proportions as shall mutually be agreed to by such selling Holders) but in no event shall: (i) the amount of securities of the selling Holders included in the offering be reduced below 50% of the total amount of securities included in such offering, unless such offering is the initial public offering of the Corporation's securities, in which case the selling Holders may be excluded if the underwriters make the determination described above and no other Holder's securities are included. For purposes of the preceding parenthetical concerning apportionment, for any selling Holder which is a partnership or corporation, the partners, retired partners and shareholders of such Holder, or the estates and family members of any such partners and retired partners and any trusts for the benefit of any of the foregoing persons shall be deemed to be a single "selling Holder," and any pro rata reduction with respect to such "selling Holder" shall be based upon the aggregate amount of shares carrying registration rights owned by all entities and individuals included in such "selling Holder," as defined in this sentencestockholders).

Underwriting Requirements. In connection with any offering involving an underwriting of shares securities being issued by or for the Corporationaccount of the Company, the Corporation Company shall not be required under Section 2 2.2 to include any of the Holders' ’ securities in such underwriting unless they such Holders accept the terms of the underwriting as agreed upon between the Corporation Company and the underwriters selected by it, and then only in such quantity quantity, if any, as will not, in the good faith opinion of the underwriters, jeopardize adversely affect the success of the offering by the CorporationCompany. If the managing underwriter for the offering shall advise the Company in writing that the total amount of securities, including Registerable Registrable Securities, requested by Holders to be included in such offering exceeds the amount of securities to be sold other than by the Corporation that the underwriters reasonably believe compatible with the success of the offeringcan be successfully offered, then the Corporation Company shall be required to include in the offering only that number of such securities, including Registerable Registrable Securities, which the underwriters believe managing underwriter determines in its sole discretion will not jeopardize adversely affect the success of the offering (the offering. The securities so included in the offering will be reduced as follows: (a) first, all securities which stockholders other than the Company and the Holders seek to include in the offering shall be excluded from the offering to the extent limitation on the number of shares included in the underwriting is required; and (b) if further limitation on the number of shares to be apportioned included in the offering is required after elimination of all shares held by selling stockholders other than Holders of Registrable Securities, then the securities that may be included in the underwriting by Holders shall be reduced pro rata among the selling Holders according to in accordance with the total amount number of securities entitled to be included therein owned shares of Registrable Securities held by each selling Holder or in such other proportions as shall mutually be agreed to by such selling Holders) but in no event shall: (i) the amount of securities of the selling Holders included in the offering be reduced below 50% of the total amount of securities included in such offering, unless such offering is the initial public offering of the Corporation's securities, in which case the selling Holders may be excluded if the underwriters make the determination described above and no other Holder's securities are included. For purposes of the preceding parenthetical sentence concerning apportionment, for any selling stockholder which is a Holder of Registrable Securities and which is a partnership or a corporation, the partners, retired partners and shareholders 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 collectively be deemed to be a single "“selling Holder," ” and any pro rata reduction with respect to such "“selling Holder" ” shall be based upon the aggregate amount number of shares carrying registration rights owned by all entities and individuals included in such "“selling Holder," ” as defined in this sentence.

Underwriting Requirements. In connection with any offering ------------------------- involving an underwriting of shares being issued by the CorporationCompany, the Corporation Company shall not be required under Section 2 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 Corporation Company and the underwriters selected by it, and then only in such quantity as will not, in the opinion of the underwriters, jeopardize the success of the offering by the CorporationCompany. If the total amount of securities, including Registerable Registrable Securities, requested by Holders shareholders to be included in such offering exceeds the amount of securities sold other than by the Corporation Company that the underwriters reasonably believe compatible with the success of the offering, then the Corporation Company shall be required to include in the offering only that number of such securities, including Registerable Registrable Securities, which the underwriters believe will not jeopardize the success of the offering (the securities so included to be apportioned pro rata among the selling Holders shareholders according to the total amount of securities entitled to be included therein owned by each selling Holder shareholder or in such other proportions as shall mutually be agreed to by such selling Holders) shareholders); but in no event shall: shall (i) the amount of securities of the selling Holders included in the offering be reduced below 50% twenty percent (20%) of the total amount of securities included in such offering, unless such offering is the initial public offering of the CorporationCompany's securities, in which case the selling Holders shareholders may be excluded completely if the underwriters make the determination described above and no other Holdershareholder'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 3.2 be excluded from such offering. For purposes of the preceding parenthetical concerning apportionment, for any selling Holder shareholder which is a holder of Registrable Securities and which is a partnership or corporation, the partners, retired partners and shareholders 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 Holdershareholder," and any pro rata reduction with respect to such "selling Holdershareholder" shall be based upon the aggregate amount of shares carrying registration rights owned by all entities and individuals included in such "selling Holdershareholder," as defined in this sentence.

Underwriting Requirements. In connection with any offering involving an underwriting of shares being issued by the CorporationCompany, the Corporation Company shall not be required under Section 2 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 Corporation Company and the underwriters selected by it, and then only in such quantity as will not, in the opinion of the underwriters, jeopardize the success of the offering by the CorporationCompany. If the total amount of securities, including Registerable Registrable Securities, requested by Holders shareholders to be included in such offering exceeds the amount of securities sold other than by the Corporation Company that the underwriters reasonably believe compatible with the success of the offering, then the Corporation Company shall be required to include in the offering only that number of such securities, including Registerable Securities, securities which the underwriters believe will not jeopardize the success of the offering (the securities so included to "SELLING SHAREHOLDER SECURITIES"), provided, however, that the Selling Shareholder Securities shall first be apportioned allocated among the requesting Holders pro rata among the selling Holders according to the total amounts of Registrable Securities entitled to be included in such offering by such requesting Holders and then among all other holders of securities requesting and legally entitled to include securities in such offering pro rata based on the total amount of such securities entitled to be included therein owned by each selling Holder or in such other proportions as shall mutually be agreed to offering by such selling Holdersholders and provided, further, that (i) but in no event shall: (i) shall the amount of securities Registrable Securities of the selling Holders included in the offering be reduced below 50% thirty percent (30%) of the total amount of securities included in such offering, unless such offering is the initial public offering of the CorporationCompany's securities, in which case all of the selling Holders Registrable Securities may be excluded if if, in either case, the underwriters make the determination described above and no other Holdershareholder's securities are included, or (ii) notwithstanding (i) above, any shares being sold by a shareholder exercising a demand registration right similar to that granted in Section 3.2 be excluded from such offering. For purposes of the preceding parenthetical concerning apportionment, for any selling Holder shareholder which is a holder of Registrable Securities and which is a partnership or corporation, the partners, retired partners and shareholders of such Holder, or the estates and family members of any such partners and retired partners and any trusts for the benefit of any of the foregoing persons shall be deemed to be a single "selling Holder," and any pro rata reduction with respect to such "selling Holder" shall be based upon the aggregate amount of shares carrying registration rights owned by all entities and individuals included in such "selling Holder," as defined in this sentence.and

Underwriting Requirements. In connection with any offering involving an underwriting of shares being issued by the Corporation, the Corporation The Company shall not be required under Section 2 to include any of the Holders' securities ’ Registrable Shares in such underwriting an underwritten offering under Section 2(a) or 2(b) hereof unless they the Holders accept the terms of the underwriting as agreed upon between the Corporation Company and the underwriters selected by itits underwriters, and then only in such quantity as the underwriters in their sole discretion determine will not, in the opinion of the underwriters, not jeopardize the success of the offering by the CorporationCompany. If the total amount number of securities, including Registerable SecuritiesRegistrable Shares, requested by Holders to be included in such offering exceeds the amount number of securities to be sold (other than by the Corporation Company) that the underwriters reasonably believe in their reasonable discretion determine is compatible with the success of the offering, then the Corporation Company shall be required to include in the offering only that number of such securities, including Registerable SecuritiesRegistrable Shares, which the underwriters believe 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 Shares requested to be apportioned pro rata registered can be included in such offering, then the Registrable Shares that are included in such offering shall be allocated among the selling Holders according to in proportion (as nearly as practicable to) the total amount number of securities entitled to be included therein Registrable Shares owned by each selling Holder or in such other proportions as shall mutually be agreed to by all such selling Holders) but . Notwithstanding the foregoing, in no event shall: (i) shall the amount number of securities of the selling Holders Registrable Shares included in the offering that are held by Investors be reduced below 50% of unless all other securities (other than securities to be sold by the total amount of securities included in such offering, unless such offering is the initial public offering of the Corporation's securities, in which case the selling Holders may be excluded if the underwriters make the determination described above and no other Holder's securities Company) are includedsubject to a comparable pro rata cutback. For purposes of the preceding parenthetical provision in this Section 2(c) concerning apportionment, for any selling Holder which that is a partnership partnership, limited liability company, or corporation, the partners, members, retired partners partners, retired members, stockholders, and shareholders Affiliates of such Holder, or the estates and family members of any such partners and retired partners and any trusts for the benefit of any of the foregoing persons shall be deemed to be a single "“selling Holder," ” and any pro rata reduction with respect to such "“selling Holder" ” shall be based upon the aggregate amount number of shares carrying registration rights Registrable Shares owned by all entities and individuals Persons included in such "“selling Holder," ” as defined in this sentence. Notwithstanding the foregoing, in the event of an underwritten public offering pursuant to which Holders of Registrable Shares request participation pursuant to Section 2(b) hereof within one year after the date hereof, the Registrable Shares to be registered pursuant to such piggy back rights that were originally issued pursuant to the Purchase Agreement shall be included prior to any other Registrable Shares and, in accordance with the foregoing, the number of shares to be included that were Outstanding Capital Stock shall be reduced pro rata among the Registrable Shares that were Outstanding Capital Stock and the number of shares to be included that were originally issued pursuant to the Purchase Agreement shall be reduced pro rata among the Registrable Shares that were originally issued pursuant to the Purchase Agreement.

Underwriting Requirements. a. In connection with any offering involving an underwriting of shares being issued by the Corporationshares, the Corporation Company shall not be required under Section 2 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 Corporation Company and the underwriters selected by it, and then only in such quantity as will not, in the opinion of the underwriters, jeopardize the success of the offering by the CorporationCompany or the Company shareholders demanding such registration. If the total amount of securities, including Registerable Securities, requested by Registrable Securities that all selling Holders of Securities with Piggyback Registration Rights under Section 6.3 request to be included in such offering exceeds (when combined with the securities being offered by the Company or its share-holders demanding such registration) the amount of securities sold other than by the Corporation that the underwriters reasonably believe compatible with the success of the offering, then the Corporation Company shall be required to include in the offering only that number of such securities, including Registerable Securities, Registrable Securities which the underwriters believe will not jeopardize the success of the offering (the securities so included to be apportioned pro rata among the selling Holders and other holders of Securities with Piggyback Rights according to the total amount of securities entitled to be included therein Securities with Piggyback Rights owned by each selling Holder or in such other proportions as shall mutually be agreed to by such selling Holders) ), but in no event shall: (i) shall the amount of securities of the selling Holders included in an offering by the offering Company of its shares be reduced below 50% twenty-five percent (25%) of the total amount of securities included in such offering, unless such offering is unless, in the initial public offering good faith judgement of the CorporationBoard of Directors, further reduction is necessary in order to ensure that the offering raises sufficient capital to satisfy the Company's securitiesregulatory obligations, or to prevent a lowering of a credit rating by a nationally recognized credit rating service, provided that preference may be given to other shareholders to the extent their securities have been included in the registration upon exercise of a demand registration right held by them. b. The Company shall have the right, upon the advice of the Board of Directors of the Company, upon giving written notice to Investor of the exercise of such right to require Investor not to sell any shares pursuant to the registration statement filed pursuant hereto for a period (as determined in good faith by the Board of Directors) from the date on which such notice is given (a "black-out period"), if (i)(A) the Company is engaged in discussions or negotiations with respect to, or has proposed or taken a substantial step to commence, or there otherwise is pending, any merger, acquisition, other form of business combination, divestiture, tender offer, financing or other transaction, or there is an event or state of facts relating to the Company, in each case which case is material to the selling Holders Company (as reasonably determined by the Board of Directors) (any such negotiation, step, event or state of facts being herein called "Material Activity"), (B) in the reasonable judgment of the Board of Directors, after consultation with and acting upon the written advice of outside counsel, disclosure of such Material Activity would be necessary or advisable under applicable securities laws and (C) such disclosure would, in the reasonable judgment of the Board of Directors, be adverse to the interests of the Company, or (ii) the Board of Directors, in its reasonable judgment, after consultation with and acting upon the written advice of outside counsel, deems it necessary to file a post-effective amendment to such registration statement or to prepare a supplement to, or otherwise amend, the form of prospectus contained therein. During any such black-out period, Investor agrees not to sell any Registrable Shares under such registration statement for such period of time as the Board of Directors, acting on the written advice of outside counsel, may in good ▇▇▇▇▇ ▇▇▇▇ advisable; provided, however, that no single black-out period will be longer than sixty (60) calendar days and, in the aggregate, all black-out periods in any twelve (12) month period shall not include more than sixty (60) calendar days; provided, further, however, that no black-out period may be excluded if imposed by the underwriters make Company during the determination described above and no other Holder's securities are included. For purposes first thirty (30) calendar days after the effectiveness of the preceding parenthetical concerning apportionment, for any selling Holder which is a partnership or corporation, the partners, retired partners and shareholders registration statement filed pursuant to Section 6.2. The period of such Holder, or the estates and family members effectiveness of any such partners registration statement in effect at the time of a black-out period and retired partners and any trusts for the benefit of any of the foregoing persons termination period under Section 6.8 shall be deemed extended for a period equal to be a single "selling Holder," and any pro rata reduction with respect to such "selling Holder" shall be based upon the aggregate amount of shares carrying registration rights owned by all entities and individuals included in such "selling Holder," as defined in this sentenceblack-out period.

Underwriting Requirements. In connection with any offering ------------------------- involving an underwriting of shares being issued by the CorporationCompany, the Corporation Company shall not be required under Section 2 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 Corporation Company and the underwriters selected by it, and then only in such quantity as will not, in the written opinion of the underwriters, jeopardize the success of the offering by the CorporationCompany. If the total amount of securities, including Registerable Registrable Securities, requested by Holders stockholders to be included in such offering exceeds the amount of securities sold other than by the Corporation Company that the underwriters reasonably believe is compatible with the success of the offering, then the Corporation Company shall be required to include in the offering only that number of such securities, including Registerable Registrable Securities, which the underwriters believe will not jeopardize the success of the offering (the securities so included to be apportioned pro rata among the selling Holders stockholders according to the total amount of securities entitled to be included therein owned by each selling Holder stockholder or in such other proportions as shall mutually be agreed to by such selling Holders) but in no event shall: stockholders, provided that (i) if the amount number of securities shares of Registrable Securities to be included in any such offering shall be reduced, such reduction shall first be made by a reduction of the selling Holders number of Management Shares to be so sold; (ii) the number of shares of Registrable Securities included in the offering be reduced below 50% of the total amount of securities included in such offering, unless any such offering is shall not be so reduced unless all other securities proposed to be sold by persons other than (A) the initial public offering of Holders (including the Corporation's securitiesManagement Persons), in which case (B) the selling Company, and (C) Pari Passu Holders may be (as defined below) are first entirely excluded if from the underwriters make the determination described above and no other Holder's securities are includedunderwriting. For purposes of the preceding parenthetical concerning apportionment, for any selling Holder stockholder which is a holder of Registrable Securities and which is a partnership or corporation, the partners, retired partners and shareholders 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 Holder," and any pro rata reduction with respect to such "selling Holder" shall be based upon the aggregate amount of shares carrying registration rights owned by all entities and individuals included in such "selling Holder," as defined in this sentence.foregoing

Underwriting Requirements. In connection with any offering involving an underwriting of shares being issued by the CorporationCompany, the Corporation Company shall not be required under Section 2 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 Corporation Company and the underwriters selected by it, and then only in such quantity as will not, in the opinion of the underwriters, jeopardize adversely affect the success of the offering by the CorporationCompany. If the total amount of securities, including Registerable Registrable Securities, requested by Holders shareholders to be included in such offering exceeds the amount of securities sold other than by the Corporation Company that the underwriters reasonably believe compatible with would not adversely affect the success of the offering, then the Corporation Company shall be required to include in the offering only that number of such securities, including Registerable Registrable Securities, which the underwriters believe will not jeopardize adversely affect the success of the offering (the securities so included to be apportioned first to the Company, then pro rata among the selling Holders according to the total amount of securities Registrable Securities entitled to be included therein owned by each selling Holder and then to all other selling shareholders, or in such other proportions as shall mutually be agreed to by such selling Holders) but in shareholders); it being understood that with respect to the Company's initial public offering, all Registrable Securities may be excluded from the registration on this basis (provided that no event shall: (i) the amount of other shareholder's securities of the selling Holders are included in the offering be reduced below 50% registration), but that with respect to any subsequent offering, no exclusion may reduce the total number of Registrable Securities to less than fifteen percent (15%) of the total amount number of securities included in such offering, unless such offering is subject to the initial public offering of the Corporation's securities, in which case the selling Holders may be excluded if the underwriters make the determination described above and no other Holder's securities are includedregistration. For purposes of the preceding parenthetical concerning apportionment, for any selling Holder shareholder which is a holder of Registrable Securities and which is a partnership or corporation, the partners, retired partners and shareholders 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 Holdershareholder," and any pro rata reduction with respect to such "selling Holdershareholder" shall be based upon the aggregate amount of shares carrying registration rights owned by all entities and individuals included in such "selling Holdershareholder," as defined in this sentence.

Underwriting Requirements. In connection with any offering involving an underwriting of shares being issued by the CorporationCompany, the Corporation Company shall not be required under Section 2 3.3 hereof to include any of the Holders' Holders of securities in such underwriting unless they accept the terms of the underwriting as agreed upon between the Corporation Company and the underwriters selected by it, and then only in such quantity as will not, in the opinion of the underwriters, jeopardize the success of the offering by the CorporationCompany. If the total amount of securities, including Registerable Registrable Securities, requested by Holders stockholders to be included in such offering exceeds the amount of securities sold other than by the Corporation that the underwriters reasonably believe is compatible with the success of the offering, then the Corporation Company shall be required to include in the offering only that number of such securities, including Registerable Registrable Securities, which the underwriters believe will not jeopardize the success of the offering (the securities so included to be apportioned pro rata among the selling Holders stockholders according to the total amount of securities entitled to be included therein owned by each selling Holder stockholder or in such other proportions as shall mutually be agreed to by such selling Holders) stockholders); but in no event shall: (i) shall the amount of securities of all of the selling stockholders including Holders included in the offering be reduced below 50% twenty-five percent (25%) of the total amount of securities included in such offering, unless such offering is the initial public offering of the CorporationCompany's securities, securities in which case the selling Holders stockholders may be excluded if the underwriters make the determination described above and no other Holderstockholder'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 partnership or corporation, the partners, retired partners and shareholders 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 Holderstockholder," and any pro rata reduction with respect to such "selling Holderstockholder" shall be based upon the aggregate amount of shares carrying registration rights owned by all entities and individuals included in such "selling Holderstockholder," as defined in this sentence.

Underwriting Requirements. In connection with any offering involving an underwriting of shares being issued by the Corporation, the Corporation shall not be required under Section 2 to include any of the Holders' ’ securities in such underwriting unless they accept the terms of the underwriting as agreed upon between the Corporation and the underwriters selected by it, and then only in such quantity as will not, in the opinion of the underwriters, jeopardize the success of the offering by the Corporation. If the total amount of securities, including Registerable Securities, requested by Holders to be included in such offering exceeds the amount of securities sold other than by the Corporation that the underwriters reasonably believe compatible with the success of the offering, then the Corporation shall be required to include in the offering only that number of such securities, including Registerable Securities, which the underwriters believe will not jeopardize the success of the offering (the securities so included to be apportioned pro rata among the selling Holders according to the total amount of securities entitled to be included therein owned by each selling Holder or in such other proportions as shall mutually be agreed to by such selling Holders) but in no event shall: (i) the amount of securities of the selling Holders included in the offering be reduced below 50% of the total amount of securities included in such offering, unless such offering is the initial public offering of the Corporation's ’s securities, in which case the selling Holders may be excluded if the underwriters make the determination described above and no other Holder's ’s securities are included. For purposes of the preceding parenthetical concerning apportionment, for any selling Holder which is a partnership or corporation, the partners, retired partners and shareholders of such Holder, or the estates and family members of any such partners and retired partners and any trusts for the benefit of any of the foregoing persons shall be deemed to be a single "“selling Holder," ” and any pro rata reduction with respect to such "“selling Holder" ” shall be based upon the aggregate amount of shares carrying registration rights owned by all entities and individuals included in such "“selling Holder," ” as defined in this sentence.

Underwriting Requirements. (a) In connection with any offering under Section 3 involving an underwriting of shares being issued by the Corporation, the Corporation shall not be required under Section 2 to include any of the Holders' securities Holder’s Registrable Shares in such underwriting unless they accept such Holder accepts the terms of the underwriting as agreed upon between the Corporation and the underwriters selected by it, and then only in such quantity as will not, in the reasonable opinion of the underwriters, jeopardize the success of the offering by the Corporation. If the total amount of securities, including Registerable Securities, requested by securities that all Holders request to be included in such an underwritten offering under Section 3 exceeds the amount of securities sold other than by the Corporation that the underwriters reasonably believe compatible with the success of the offering, then the Corporation shall be required to include in may exclude some or all of the offering only Registrable Shares from such registration and underwriting, provided, however, that the number of such securities, including Registerable Securities, which the underwriters believe will not jeopardize the success Registrable Shares of the offering (the securities so included to be apportioned pro rata among the selling Holders according to the total amount of securities entitled to be included therein owned by each selling Holder or in such other proportions as underwriting and registration shall mutually be agreed to by such selling Holders) but in no event shall: (i) the amount of securities of the selling Holders included in the offering not be reduced below 50% of the total amount of unless all other securities included in such offering, unless such offering is the initial public offering (excluding those of the Corporation's securities, in which case ) are first entirely excluded from the selling Holders may be excluded if the underwriters make the determination described above underwriting and no other Holder's securities are includedregistration. For purposes If there is a reduction of the preceding parenthetical concerning apportionmentnumber of Registrable Shares pursuant to this Section 8(a), for any selling Holder which is a partnership or corporation, the partners, retired partners and shareholders of such Holder, or the estates and family members of any such partners and retired partners and any trusts for the benefit of any of the foregoing persons reduction shall be deemed to be a single "selling Holder," and any made pro rata reduction with respect to such "selling Holder" shall be based upon the aggregate amount number of Registrable Shares required to be registered by such Holders. (b) With respect to any underwriting of shares carrying to be registered under Section 2 or Section 11, the selling Holders who initiate the request for registration rights owned by all entities and individuals included in such "selling Holder," as defined in this sentenceshall have the right to designate the managing underwriter or underwriters, subject to the consent of the Corporation which shall not be unreasonably withheld or delayed. In connection with any underwritings of shares to be registered under Section 3, the Corporation shall have the right to designate the managing underwriter or underwriters.

Underwriting Requirements. In connection with any offering ------------------------- involving an underwriting of shares being issued by the Company, the Company shall not be required under Section 6.1 to include any of the Shares unless the Purchasers accept and agree to the terms of the underwriters selected by the Company. If the total number of shares of the Company's stock which the Purchaser and any other persons entitled to include shares of stock in a Company registration (the "Other Participants") request to be included in any offering involving an underwriting of shares being issued by the Corporation, Company (the Corporation shall not be required under Section 2 to include any of the Holders' securities in such underwriting unless they accept the terms of the underwriting as agreed upon between the Corporation and the underwriters selected by it, and then only in such quantity as will not, in the opinion of the underwriters, jeopardize the success of the offering by the Corporation. If the total amount of securities, including Registerable Securities, requested by Holders to be included in such offering "Requested Shares") exceeds the amount of securities sold other than by the Corporation that number which the underwriters reasonably believe is compatible with the success of the offering, then the Corporation Company shall only be required to include in the offering only that number of such securities, including Registerable Securities, which so many Requested Shares as the underwriters believe will not jeopardize the success of the offering (the securities so included Requested Shares to be included shall be apportioned among the Purchasers and the Other Participants pro rata among the selling Holders according to the total amount number of securities entitled to be included therein shares owned by each selling Holder Purchaser or in such other proportions as shall mutually be agreed Other Participant indicating a desire to by such selling Holders) but in no event shall: (i) the amount of securities of the selling Holders included in the offering be reduced below 50% of the total amount of securities included participate in such offering); provided, unless such however, that with respect any offering is other than the Company's initial public offering offering, that notwithstanding the underwriter's discretion set forth above, a minimum of the Corporation's securities, in which case the selling Holders may be excluded if the underwriters make the determination described above and no other Holder's securities are included. For purposes of the preceding parenthetical concerning apportionment, for any selling Holder which is a partnership or corporation, the partners, retired partners and shareholders of such Holder, or the estates and family members thirty percent (30%) of any such partners and retired partners and any trusts offering by the Company shall be reserved for the benefit inclusion of Shares held by the Purchasers. Purchaser agrees that it will not, during any underwritten public offering under Section 6.1 offer, sell, or dispose of shares, except as may be agreed upon with the managing underwriter, for a period of 180 days from the effective date of the foregoing persons registration statement for such public offering; provided that this provision shall be deemed to be a single "selling Holder," not apply unless all officers, directors and any pro rata reduction with respect to such "selling Holder" shall be based upon greater than 5% shareholders of the aggregate amount of shares carrying registration rights owned by all entities and individuals included in such "selling Holder," as defined in this sentenceCompany are similarly restricted.

Underwriting Requirements. (a) In connection with any offering under Section 3 involving an underwriting of shares being issued by the Corporation, the Corporation shall not be required under Section 2 to include any of the Holders' securities Holder's Registrable Shares in such underwriting unless they accept such Holder accepts the terms of the underwriting as agreed upon between the Corporation and the underwriters selected by it, and then only in such quantity as will not, in the reasonable opinion of the underwriters, jeopardize the success of the offering by the Corporation. If the total amount of securities, including Registerable Securities, requested by securities that all Holders request to be included in such an underwritten offering under Section 3 exceeds the amount of securities sold other than by the Corporation that the underwriters reasonably believe compatible with the success of the offering, then the Corporation shall be required to include in may exclude some or all of the offering only Registrable Shares from such registration and underwriting, provided, however, that the number of such securities, including Registerable Securities, which the underwriters believe will not jeopardize the success Registrable Shares of the offering (the securities so included to be apportioned pro rata among the selling Holders according to the total amount of securities entitled to be included therein owned by each selling Holder or in such other proportions as underwriting and registration shall mutually be agreed to by such selling Holders) but in no event shall: (i) the amount of securities of the selling Holders included in the offering not be reduced below 50% of the total amount of unless all other securities included in such offering, unless such offering is the initial public offering (excluding those of the Corporation's securities, in which case ) are first entirely excluded from the selling Holders may be excluded if the underwriters make the determination described above underwriting and no other Holder's securities are includedregistration. For purposes If there is a reduction of the preceding parenthetical concerning apportionmentnumber of Registrable Shares pursuant to this Section 8(a), for any selling Holder which is a partnership or corporation, the partners, retired partners and shareholders of such Holder, or the estates and family members of any such partners and retired partners and any trusts for the benefit of any of the foregoing persons reduction shall be deemed to be a single "selling Holder," and any made pro rata reduction with respect to such "selling Holder" shall be based upon the aggregate amount number of Registrable Shares required to be registered by such Holders. (b) With respect to any underwriting of shares carrying to be registered under Section 2 or Section 11, the selling Holders who initiate the request for registration rights owned by all entities and individuals included in shall have the right to designate the managing underwriter or underwriters, subject to the consent of the Corporation. In connection with any underwritings of shares to be registered under Section 3, the Corporation shall have the right to designate the managing underwriter or underwriters. In any such "selling Holder," as defined in this sentencecase, such consent of the Corporation or the Holders shall not be unreasonably withheld or delayed.

Underwriting Requirements. In connection with any offering involving an underwriting of shares being issued by the CorporationCompany, the Corporation Company shall not be required under Section 2 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 Corporation Company and the underwriters selected by it, and then only in such quantity as will not, in the written opinion of the underwriters, jeopardize the success of the offering by the CorporationCompany. If the total amount of securities, including Registerable Registrable Securities, requested by Holders shareholders to be included in such offering exceeds the amount of securities sold other than by the Corporation Company that the underwriters reasonably believe compatible with the success of the offering, then the Corporation Company shall be required to include in the offering only that number of such securities, including Registerable Registrable Securities, which the underwriters believe will not jeopardize the success of the offering (the securities so included to be apportioned pro rata among the selling Holders shareholders according to the total amount of securities entitled to be included therein owned by each selling Holder shareholder or in such other proportions as shall mutually be agreed to by such selling Holders) shareholders); but in no event shall: shall (i) the amount of securities of the selling Holders included in the offering be reduced below 50% twenty-five percent (25%) of the total amount of securities included in such offering, unless such offering is the initial public offering of the CorporationCompany's securities, in which case the selling Holders shareholders may be excluded if the underwriters make the determination described above and no other Holdershareholder'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 3.2 be excluded from such offering. For purposes of the preceding parenthetical concerning apportionment, for any selling Holder shareholder which is a holder of Registrable Securities and which is a partnership or corporation, the partners, retired partners and shareholders 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 Holdershareholder," and any pro rata reduction with respect to such "selling Holder" shareholder shall be based upon the aggregate amount of shares carrying registration rights owned by all entities and individuals included in such "selling Holdershareholder," as defined in this sentence.

Underwriting Requirements. (a) In connection with any offering under Section 3 involving an underwriting of shares being issued by the Corporation, the Corporation shall not be required under Section 2 to include any of the Holders' securities Holder’s Registrable Shares in such underwriting unless they accept such Holder accepts the terms of the underwriting as agreed upon between the Corporation and the underwriters selected by it, and then only in such quantity as will not, in the reasonable opinion of the underwriters, jeopardize the success of the offering by the Corporation. If the total amount of securities, including Registerable Securities, requested by securities that all Holders request to be included in such an underwritten offering under Section 3 exceeds the amount of securities sold other than by the Corporation that the underwriters reasonably believe compatible with the success of the offering, then no securities of any shareholder except (i) securities included in such underwritten offering pursuant to the exercise of contractual demand registration rights and (ii) Registrable Shares of Holders shall be included in such offering unless all Registrable Shares which the Holders have requested to be included are included, and the Corporation shall only be required to include in the offering only that number so many of such securities, including Registerable Securities, which the Registrable Shares of the Holders as the underwriters reasonably believe will not jeopardize the success of the offering (the securities Registrable Shares so included to be apportioned pro rata among the selling Holders according to the total amount of securities entitled to be included therein Registrable Shares owned by each such selling Holder Holders, or in such other proportions as shall mutually be agreed to by such selling Holders). (b) but in no event shall: (i) the amount With respect to any underwriting of securities of shares to be registered under Section 2 or Section 11, the selling Holders included in who initiate the offering be reduced below 50% of request for registration shall have the total amount of securities included in such offeringright to designate the managing underwriter or underwriters, unless such offering is subject to the initial public offering consent of the Corporation's securities. In connection with any underwritings of shares to be registered under Section 3, in which case the selling Holders may be excluded if Corporation shall have the underwriters make right to designate the determination described above and no other Holder's securities are includedmanaging underwriter or underwriters. For purposes In any such case, such consent of the preceding parenthetical concerning apportionment, for any selling Holder which is a partnership or corporation, the partners, retired partners and shareholders of such Holder, Corporation 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 Holders shall not be deemed to be a single "selling Holder," and any pro rata reduction with respect to such "selling Holder" shall be based upon the aggregate amount of shares carrying registration rights owned by all entities and individuals included in such "selling Holder," as defined in this sentenceunreasonably withheld or delayed.

Underwriting Requirements. In connection with any offering involving an underwriting of shares being issued by of the Corporation's capital stock, the Corporation shall not be required under Section 2 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 Corporation and the underwriters selected by it, and then only in such quantity as the underwriters determine in their sole discretion will not, in the opinion of the underwriters, not jeopardize the success of the offering by the Corporation. If the total amount of securities, including Registerable shares of Registrable Securities, requested by Holders stockholders to be included in such any underwritten offering exceeds the amount of securities sold other than by the Corporation that the underwriters reasonably believe determine in their sole discretion is compatible with the success of the offering, then the Corporation shall be required to include in the offering only that number of such securities, including Registerable shares of Registrable Securities, which the underwriters believe 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 Holders stockholders according to the total amount of securities requested and entitled to be included therein owned by each selling Holder stockholder or in such other proportions as shall mutually be agreed to by such selling Holders) but in no event shall: (i) the amount of securities of the selling Holders included in the offering be reduced below 50% of the total amount of securities included in such offering, unless such offering is the initial public offering of the Corporation's securities, in which case the selling Holders may be excluded if the underwriters make the determination described above and no other Holder's securities are includedstockholders). For purposes of the preceding parenthetical concerning apportionment, for any selling Holder stockholder which is a holder of shares of Registrable Securities and which is a partnership or corporation, the partners, retired partners and shareholders 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 Holderstockholder," and any pro pro-rata reduction with respect to such "selling Holderstockholder" shall be based upon the aggregate amount of shares carrying registration rights owned by all entities and individuals included in such "selling Holderstockholder," as defined in this sentence, which were requested to be included in such registration statement.

Underwriting Requirements. In connection with any offering involving an underwriting of shares being issued by of the CorporationCompany's capital stock, the Corporation Company shall not be required under Section 2 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 Corporation Company and the underwriters selected by itin accordance herewith, and then only in such quantity as the underwriters determine in their sole discretion will not, in the opinion of the underwriters, not jeopardize the success of the offering by the CorporationCompany. If the total amount of securities, including Registerable Registrable Securities, requested by Holders shareholders to be included in such offering exceeds the amount of securities sold other than by the Corporation Company that the underwriters reasonably believe determine in their sole discretion is compatible with the success of the offering, then the Corporation Company shall be required to include in the offering only that number of such securities, including Registerable Registrable Securities, which the underwriters believe determine in their sole discretion will not jeopardize the success of the offering (the securities so included to be apportioned pro rata rata' among the selling Holders shareholders according to the total amount of securities entitled to be included therein owned by each selling Holder shareholder or in such other proportions as shall mutually be agreed to by such selling Holders) but shareholders; provided that there shall be no reduction in no event shall: (i) the amount number of securities of any Holder that is not a Founder unless all securities held by the selling Holders included in Founders and their transferees and any other holders of Common Stock (other than the offering be reduced below 50% of Holders) are first withdrawn from the total amount of securities included in such offering, unless such offering is the initial public offering of the Corporation's securities, in which case the selling Holders may be excluded if the underwriters make the determination described above and no other Holder's securities are included). For purposes of the preceding parenthetical concerning apportionment, for any selling Holder shareholder which is a holder of Registrable Securities and which is a partnership or corporation, the partners, retired partners and shareholders 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 Holdershareholder," and any pro pro-rata reduction with respect to such "selling Holdershareholder" shall be based upon the aggregate amount of shares carrying registration rights owned by all entities and individuals included in such "selling Holdershareholder," as defined in this sentence.