Common use of Procedures Clause in Contracts

Procedures. If the Company shall request inclusion in any registration pursuant to Section 1.2 of securities being sold for its own account, or if other persons shall request inclusion in any such registration, the Initiating Holders shall, on behalf of all Holders, offer to include such securities in the underwriting (if applicable) and may condition such offer on their acceptance of the further applicable provisions of this Section 1 (including Section 1.12). If the registration involves an underwriting, the Company shall (together with all Holders and other persons proposing to distribute their securities through an underwriting) enter into an underwriting agreement in customary form with the representative of the underwriter or underwriters selected for such underwriting by a majority in interest of the Initiating Holders, which underwriters are reasonably acceptable to the Company. Notwithstanding any other provision of this Section 1.2, if the representative of the underwriters advises the Initiating Holders in writing that marketing factors require a limitation on the number of shares to be underwritten, the number of shares to be included in the underwriting or registration shall be allocated as set forth in Section 1.13 hereof. If a person who has requested inclusion in such registration as provided above does not agree to the terms of any such underwriting, such person shall be excluded therefrom by written notice from the Company, the underwriter or the Initiating Holders. The securities so excluded shall also be withdrawn from registration. Any Registrable Securities or other securities excluded or withdrawn from such underwriting shall also be withdrawn from such registration. If shares are so withdrawn from the registration and if the number of shares to be included in such registration was previously reduced as a result of marketing factors pursuant to this Section 1.2(d), then the Company shall offer to all holders who have retained rights to include securities in the 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the right to include additional securities in the registration in an aggregate amount equal to the number of shares so withdrawn, with such shares to be allocated among such Holders requesting additional inclusion in accordance with Section 1.13.

Procedures. If the Company shall request inclusion in any registration pursuant to Section 1.2 Sections 2.1(a) or 2.1(b) of securities being sold for its own account, or if other persons shall request inclusion in any such registrationregistration pursuant to Sections 2.1(a) or 2.1(b), the Initiating Holders or the party making the BTI Demand shall, on behalf of all Holders, offer to include such securities in the underwriting (if applicable) and may condition such offer on their acceptance of the further applicable provisions of this Section 1 (including Section 1.12)2. If the registration involves an underwriting, the The Company shall (together with all Holders and other persons proposing to distribute their securities through an such underwriting) enter into an underwriting agreement in customary form with the representative of the underwriter or underwriters selected for such underwriting by a majority in interest of the Initiating Holders, in the case of registrations pursuant to Section 2.1(a) or the entity making the BTI Demand, in the case of registrations pursuant to Section 2.1(b), which underwriters are reasonably acceptable to the Company. Notwithstanding any other provision of this Section 1.22.1(e), if the representative of the underwriters advises the Initiating Holders or the entity making the BTI Demand, in writing that marketing factors require a limitation on the number of shares to be underwritten, the number of shares to be included in the underwriting or registration shall be allocated as set forth allocated: first, to the Holders of Registrable Securities pro rata based on the number of shares of Registrable Securities for which registration was requested; and second, to the Company for securities being sold for its own account; and finally, to the holders of other securities of the Company with registration rights pro rata based on the number of shares for which registration was requested. The Company shall not limit the number of Registrable Securities to be included in a registration statement pursuant to this Section 1.13 hereof2.1 in order to include shares held by Purchasers with no registration rights or any other shares of stock issued to employees, officers, directors or consultants pursuant to a stock option plan of the Company or in order to include in such registration securities registered for the Company's own account. If a person who has requested inclusion in such registration as provided above does not agree to the terms of any such underwriting, such person shall be excluded therefrom by written notice from the Company, the underwriter or underwriter, the Initiating Holders. The Holders or BTI, as the case may be, and the securities so excluded shall also be withdrawn from registration. Any Registrable Securities or other securities excluded or withdrawn from such underwriting shall also be withdrawn from such registration. If shares are so withdrawn from the registration and if the number of shares to be included in such registration was previously reduced as a result of marketing factors pursuant to this Section 1.2(d2.1(e), then the Company shall offer to all holders who have retained rights to include securities in the 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 allocated among such Holders requesting additional inclusion in accordance with this Section 1.132.1(e).

Procedures. If In any registration pursuant to Section 1, if the Company shall request inclusion in any registration pursuant to Section 1.2 of securities being to be sold for its own account, or if other persons entitled to incidental registrations shall request inclusion in any such registrationregistration pursuant to Subsection (c) above, the Initiating Holders shall, on behalf of all Holdersholders of Registrable Securities, offer to include such securities in the underwriting (if applicable) and may condition such offer on their the acceptance by the Company or such other persons of the further applicable provisions of this Section 1 (including Section 1.12)1. If the registration involves an underwriting, the The Company shall (together with all Holders and such other persons proposing to distribute their securities through an such underwriting) enter into an underwriting agreement in customary form with the representative representative(s) of the underwriter or underwriters underwriter(s) selected for such underwriting by a majority in interest of the Initiating Holders, which underwriters are reasonably acceptable to the Company. Notwithstanding any other provision of this Section 1.2Section, if the representative of the underwriters underwriter(s) advises the Initiating Holders of the need for an Underwriter's Cutback (as defined in writing that marketing factors require a limitation on the number of shares to be underwrittenSection 10), the number of shares to be included in the underwriting or registration shall be allocated as set forth in Section 1.13 8 hereof. If a person who has requested inclusion in such registration as provided above in this Subsection (e) does not agree to the terms of any such underwriting, such person shall be excluded therefrom by written notice from the Company, the underwriter or the Initiating Holders. The , and the securities so excluded owned by such person(s) shall also be withdrawn from registration. Any Registrable Securities or other securities excluded or withdrawn from such underwriting shall also be withdrawn from such registrationregistration (the "Withdrawn Securities"). If shares there are so withdrawn from the registration any Withdrawn Securities and if the number of shares to be included in such registration there was previously reduced as a result of marketing factors pursuant to this Section 1.2(d)an Underwriter's Cutback, then the Company shall offer to all holders who have retained rights to include securities in the registration the right to include additional securities in the registration in an aggregate amount equal to the number of shares so Withdrawn Securities that would have been included in the registration after giving effect to the Underwriter's Cutback had such securities not been withdrawn, with such shares to be allocated among such Holders requesting additional inclusion in accordance with Section 1.138.

Procedures. If the Company shall request inclusion in any ---------- registration pursuant to Section 1.2 2 of securities being sold for its own account, or if other persons shall request inclusion in any such registrationregistration pursuant to Section 2, the Initiating Holders Requesting Holder(s) shall, on behalf of all Holders, offer to include such securities in the underwriting (if applicable) and may condition such offer on their acceptance of the further applicable provisions of this Section 1 (including 2 and Section 1.12)5. If the registration involves an underwriting, the The Company shall (together with all Holders and other persons proposing to distribute their securities through an such underwriting) enter into an underwriting agreement in customary form with the representative of the underwriter or underwriters selected for such underwriting by a majority in interest of the Initiating HoldersRequesting Holder(s), which underwriters are reasonably acceptable to the Company. Notwithstanding any other provision of this Section 1.22, if the representative of the underwriters advises the Initiating Requesting Holders in writing that marketing factors require a limitation on the number of shares to be underwritten, the number of shares to be included in the underwriting or registration shall be allocated as set forth in Section 1.13 2(g) hereof. If a person who has requested inclusion in such registration as provided above does not agree to the terms of any such underwriting, such person shall be excluded therefrom by written notice from the Company, the underwriter or the Initiating HoldersRequesting Holder(s). The securities so excluded shall also be withdrawn from registration. Any Registrable Securities or other securities excluded or withdrawn from such underwriting shall also be withdrawn from such registration. If shares are so withdrawn from the registration and if the number of shares to be included in such registration was previously reduced as a result of marketing factors pursuant to this Section 1.2(d2(d), then the Company shall offer to all holders Holders who have retained rights to include securities in the 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 allocated among such Holders requesting additional inclusion in accordance with Section 1.132(g).

Procedures. If the Company shall request inclusion in any registration pursuant to Section 1.2 of securities being sold for its own account, or if other persons Holders shall request inclusion in any such registrationregistration pursuant to Section 1.2, the Initiating Holders shall, on behalf of all Holders, offer to include such securities in the underwriting (if applicable) and may condition such offer on their acceptance of the further applicable provisions of this Section 1 (including Section 1.12)1. If the registration involves an underwriting, the The Company shall (together with all Holders and other persons proposing to distribute their securities through an such underwriting) enter into an underwriting agreement in customary form with the representative of the underwriter or underwriters selected for such underwriting by a majority in interest of the Initiating Holders, which underwriters are underwriter(s) shall be reasonably acceptable to the Company. Notwithstanding any other provision of this Section 1.2, if the representative of the underwriters advises the Initiating Holders in writing that marketing factors require a limitation on the number of shares to be underwritten, the number of shares to be included in the underwriting or registration shall be allocated as set forth in Section 1.13 Sections 1.14 and 1.15 hereof. If a person Holder who has requested inclusion in such registration as provided above does not agree to the terms of any such underwriting, such person Holder shall be excluded therefrom by written notice from the Company, the underwriter or the Initiating Holders. The securities so excluded shall also be withdrawn from registration. Any Registrable Securities or other securities excluded or withdrawn from such underwriting shall also be withdrawn from such registration. If shares are so withdrawn from the registration and if the number of shares to be included in such registration was previously reduced as a result of marketing factors pursuant to this Section 1.2(d), then the Company shall offer to all holders Holders who have retained rights to include securities in the 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 allocated among such Holders requesting additional inclusion in accordance with Section 1.131.15.

Procedures. If the Company shall request inclusion in any registration pursuant to Section 1.2 2.1 of securities being sold for its own account, or if other persons shall request inclusion in any such registrationregistration pursuant to Section 2.1, the Initiating Holders Preferred Holder shall, on behalf of all Holders, offer to include such securities in the underwriting (if applicable) and may condition such offer on their acceptance of the further applicable provisions of this Section 1 2 (including Section 1.122.10). If the registration involves an underwriting, the The Company shall (together with all Holders and other persons proposing to distribute their securities through an such underwriting) enter into an underwriting agreement in customary form with the representative of the underwriter or underwriters selected for such underwriting by a majority in interest of the Initiating HoldersCompany, which underwriters are reasonably acceptable to the Company. Notwithstanding any other provision of this Section 1.2, if the representative of the underwriters advises the Initiating Holders in writing that marketing factors require a limitation on the number of shares to be underwritten, the number of shares to be included in the underwriting or registration shall be allocated as set forth in Section 1.13 hereofPreferred Holder. If a person who has requested inclusion in such registration as provided above does not agree to the terms of any such underwriting, such person shall be excluded therefrom by written notice from the Company, the underwriter or and/or the Initiating HoldersPreferred Holder. The securities Registrable Securities so excluded shall also be withdrawn from registration. Any If Registrable Securities or other securities excluded or withdrawn from such underwriting shall also be withdrawn from such registration. If shares are so withdrawn from the registration and if the number of shares securities to be included in such registration was previously reduced as a result of marketing factors pursuant to this Section 1.2(d2.1(f), then the Company shall offer to all holders Holders who have retained rights to include securities Registrable Securities in the registration the right to include additional securities Registrable Securities in the registration in an aggregate amount equal to the number of shares Registrable Securities so withdrawn, with such shares number of Registrable Securities to be allocated among such Holders requesting additional inclusion in accordance with Section 1.132.1(f).

Procedures. If the Company shall request inclusion in any registration pursuant to Section 1.2 3.1 of securities being sold for its own account, or if other persons (other than Holders) shall request inclusion of securities held by them in any such registrationregistration pursuant to Section 3.1, the Initiating Holders shall, on behalf of all Holders, offer to include such securities in the underwriting (if applicable) and may shall condition such offer on their participation in such underwriting and acceptance of the further applicable provisions of this Section 1 3 (including Section 1.123.12 below). If the registration involves an underwriting, the The Company shall (together with all Holders and other persons proposing to distribute their securities through an such underwriting) enter into an underwriting agreement in customary form with the representative of the underwriter or underwriters selected for such underwriting by a majority in interest of the Initiating HoldersHolders (subject to the approval of the Company, which underwriters are reasonably acceptable to the Companyapproval shall not be unreasonably withheld or delayed). Notwithstanding any other provision of this Section 1.23.1, if the representative of the underwriters advises the Initiating Holders in writing that marketing factors require a limitation on the number of shares to be underwritten, the number of shares to be included in the underwriting or registration shall be allocated as set forth in Section 1.13 hereof3.12 below. If a person who has requested inclusion in such registration as provided above does not agree to the terms of any such underwriting, such person shall be excluded therefrom by written notice from the Company, the underwriter underwriter(s) or the Initiating Holders. The securities so excluded shall also be withdrawn from registration. Any Registrable Securities or other securities excluded or withdrawn from such underwriting shall also be withdrawn from such registration. If shares are so withdrawn from the registration and if the number of shares to be included in such registration was previously reduced as a result of marketing factors pursuant to this Section 1.2(d3.1(d), then the Company shall offer to all holders who have retained rights to include securities in the 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 allocated among such Holders requesting additional inclusion in accordance with the provisions of Section 1.133.12 below.

Procedures. If the Company shall request inclusion in any registration pursuant to this Section 1.2 1.3 of securities being sold for its own account, or if other persons shall request inclusion in any such registrationregistration pursuant to this Section 1.3, the Initiating Holders shall, on behalf of all Holders, offer to include such securities in the underwriting (if applicable) and may condition such offer on their acceptance of the further applicable provisions of this Section 1 (including without limitation Section 1.121.14). If the registration involves an underwriting, the The Company shall (together with all Holders and or other persons proposing to distribute their securities through an such underwriting) enter into and perform its obligations under an underwriting agreement in customary form with the representative of the managing underwriter or underwriters selected for such underwriting by a majority in interest of the Initiating Holders, Holders (which underwriters are managing underwriter shall be reasonably acceptable to the Company). Notwithstanding any other provision of this Section 1.2Agreement, if the representative of the underwriters managing underwriter advises the Initiating Holders in writing that marketing factors require a limitation on of the number of shares to be underwritten, the number of shares to be included in the underwriting or registration shall be allocated among all participating Holders thereof, including the Initiating Holders, in proportion (as set forth in Section 1.13 hereofnearly as practicable) to the amount of Registrable Securities of the Company owned by each participating Holder. In no event shall any Registrable Securities be excluded from such underwriting unless all other securities are first excluded from such offering. If a any person who has requested inclusion in such registration as provided above does not agree to disapproves of the terms of any such the underwriting, such person shall be excluded therefrom by written notice from delivered by the Company, the underwriter Company or the Initiating Holdersmanaging underwriter. The Any Registrable Securities and/or other securities so excluded or withdrawn shall also be withdrawn from registration. Any Registrable Securities or other securities excluded or withdrawn from such underwriting shall also be withdrawn from such registration. If shares are so withdrawn from the registration and if the number of shares to be included in such registration was previously reduced as a result of marketing factors pursuant to this Section 1.2(d), then the Company shall offer to all holders who have retained rights to include securities in the 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 allocated among such Holders requesting additional inclusion in accordance with Section 1.13.

Procedures. If the Company other Persons shall request inclusion in any registration pursuant to Section 1.2 of securities being sold for its own account, or if other persons shall request inclusion in any such registration2.1, the Initiating Holders shall, on behalf of all Holders, offer to include such securities in the underwriting (if applicable) and may condition such offer on their such other Person's acceptance of the further applicable provisions of this Section 1 2 (including Section 1.122.11). If the registration involves an underwriting, the The Company shall (together with all Holders and other persons Persons proposing to distribute their securities through an such underwriting) enter into an underwriting agreement in customary form with the representative of the underwriter or underwriters selected for such underwriting by a majority in interest of the Initiating Holders, which underwriters are reasonably acceptable to the Company. Notwithstanding any other provision of this Section 1.22.1, if the representative of the underwriters advises the Initiating Holders in writing that marketing factors require a limitation on the number of shares to be underwritten, the number of shares to be included in the underwriting or registration shall be allocated as set forth in Section 1.13 2.12 hereof. If a person Person who has requested inclusion in such registration as provided above does not agree to the terms of any such underwriting, such person Person shall be excluded therefrom by written notice from the Company, the underwriter or the Initiating Holders. The securities so excluded shall also be withdrawn from registration. Any Registrable Securities or other securities excluded or withdrawn from such underwriting shall also be withdrawn from such registration. If shares are so withdrawn from the registration and if the number of shares to be included in such registration was previously reduced as a result of marketing factors pursuant to this Section 1.2(d2.1(d), then the Company shall offer to all holders Holders and other Persons who have retained rights to include securities in the 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 allocated among such Holders and other Persons requesting additional inclusion in accordance with Section 1.132.12.

Procedures. If the Company shall request inclusion in any registration pursuant to this Section 1.2 1.3 of securities being sold for its own account, or if other persons shall request inclusion in any such registrationregistration pursuant to this Section 1.3, the Initiating Holders shall, on behalf of all Holders, offer to include such securities in the underwriting (if applicable) and may condition such offer on their acceptance of the further applicable provisions of this Section 1 1; provided, however, that Registrable Securities included in such registration may not be limited to less than twenty five (including Section 1.12). If 25%) of the total offering, except that in connection with the registration involves an underwritingof a Qualified IPO (as defined in the Certificate), the Registrable Securities may be limited to zero. The Company shall (together with all Holders and or other persons proposing to distribute their securities through an such underwriting) enter into and perform its obligations under an underwriting agreement in customary form with the representative of the managing underwriter or underwriters selected for such underwriting by a majority in interest of the Initiating Holders, Holders (which underwriters are managing underwriter shall be reasonably acceptable to the Company). Notwithstanding any other provision of this Section 1.21.3, if the representative of the underwriters managing underwriter advises the Initiating Holders in writing that marketing factors require a limitation on of the number of shares to be underwritten, the number of shares to be included in the underwriting or registration shall be allocated as set forth in Section 1.13 hereof1.12. If a any person who has requested inclusion in such registration as provided above does not agree to disapproves of the terms of any such the underwriting, such person shall be excluded therefrom by written notice from delivered by the Company, the underwriter Company or the Initiating Holdersmanaging underwriter. The Any Registrable Securities and/or other securities so excluded or withdrawn shall also be withdrawn from registration. Any Registrable Securities or other securities excluded or withdrawn from such underwriting shall also be withdrawn from such registration. If shares are so withdrawn from the registration and if the number of shares to be included in such registration was previously reduced as a result of marketing factors pursuant to this Section 1.2(d), then the Company shall offer to all holders who have retained rights to include securities in the 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 allocated among such Holders requesting additional inclusion in accordance with Section 1.13.

Procedures. If the Company shall request inclusion in any registration pursuant to Section 1.2 of securities being sold for its own account, or if other persons shall request inclusion in any such registration, the Initiating Holders shall, on behalf of all Holders, offer to include such securities in the underwriting (if applicable) and may condition such offer on their acceptance of the further applicable provisions of this Section 1 (including Section 1.12). If the registration involves an underwriting, the The Company shall (together with all the Holders and other persons proposing who have elected to distribute their securities through an underwritingparticipate in such offering) enter into an underwriting agreement in customary form with the representative of the managing underwriter or underwriters selected for such underwriting by a majority in interest of the Initiating HoldersHolder, which underwriters are reasonably acceptable but subject to the Company's reasonable approval. Notwithstanding any other provision of this Section 1.2anything herein to the contrary, if the representative of the underwriters managing underwriter advises the Initiating Holders in writing that marketing factors require a limitation on the number of shares to be underwritten, then the Company shall so advise all Holders and other holders of Company securities who have registration rights, and the number of shares that may be included in the registration and underwriting shall be allocated among the Holders in proportion, as nearly as practicable, to the respective amounts of Registrable Securities held by each of them at the time of filing the registration statement; PROVIDED that the number of Registrable Securities requested to be included in the underwriting or such registration shall be reduced only after all securities held by holders of the Company's securities which are not Registrable Securities, whose rights to distribute such securities through such underwriting are junior to those of the Holders, have been eliminated from such registration. No shares of Common Stock to be registered, which are not Registrable Securities, excluded from the underwriting by reason of the underwriter's marketing limitation shall be included in such registration. No Registrable Securities excluded from the underwriting by reason of the underwriter's marketing limitation shall be included in such registration. To facilitate the allocation of shares in accordance with the above provisions, the Company or the underwriters may round the number of shares allocated as set forth in Section 1.13 hereofto any Holder to the nearest one hundred (100) shares. If a person who has requested inclusion in such registration as provided above does not agree to any Holder disapproves of the terms of any such the underwriting, such person shall be excluded may elect to withdraw therefrom by written notice from to the Company, the managing underwriter or and the Initiating Holders. The Registrable Securities and/or other securities so excluded withdrawn shall also be withdrawn from registration. Any , and such Registrable Securities or other securities excluded or withdrawn shall be withheld from such underwriting shall also be withdrawn from the market for a period of one hundred twenty (120) days after the effective date of such registration. If shares are so withdrawn from , or such other shorter period of time as the registration and if the number of shares to be included in such registration was previously reduced as a result of marketing factors pursuant to this Section 1.2(d), then the Company shall offer to all holders who have retained rights to include securities in the 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 allocated among such Holders requesting additional inclusion in accordance with Section 1.13underwriters may require.

Procedures. If the Company shall request inclusion in any registration pursuant to Section 1.2 of securities being sold for its own account, or if other persons shall request inclusion in any such registrationregistration pursuant to Section 1.2, the Initiating Holders shall, on behalf of all Holders, offer to include such securities in the underwriting (if applicable) and may condition such offer on their acceptance of the further applicable provisions of this Section 1 (including Section 1.12). If the registration involves an underwriting, the The Company shall (together with all Holders and other persons proposing to distribute their securities through an such underwriting) enter into an underwriting agreement in customary form with the representative of the underwriter or underwriters selected for such underwriting by a majority in interest of the Initiating Holders, which underwriters are reasonably acceptable to the Company. Notwithstanding any other provision of this Section 1.2, if the representative of the underwriters advises the Initiating Holders in writing that marketing factors require a limitation on the number of shares to be underwritten, then the Initiating Holders shall so advise all Holders of Registrable Securities which would otherwise be underwritten pursuant hereto, and the number of shares to of Registrable Securities that may be included in the underwriting or registration shall be allocated among all Holders thereof, including the Initiating Holders, in proportion (as set forth nearly as practicable) to the amount of Registrable Securities of the Company owned by each Holder; provided, however, that any such limitation or cut back shall first be applied to all shares proposed to be sold in Section 1.13 hereofsuch underwriting which are not Registrable Securities. If a person who has requested inclusion in such registration as provided above does not agree to the terms of any such underwriting, such person shall be excluded therefrom by written notice from the Company, the underwriter or the Initiating Holders. The securities so excluded shall also be withdrawn from registration. Any Registrable Securities or other securities excluded or withdrawn from such underwriting shall also be withdrawn from such registration. If shares are so withdrawn from the registration and if the number of shares to be included in such registration was previously reduced as a result of marketing factors pursuant to this Section 1.2(d), then the Company shall offer to all holders who have retained rights to include securities in the 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 allocated among such Holders requesting additional inclusion in accordance with Section 1.13.

Procedures. If the Company shall request inclusion in any ---------- registration pursuant to Section 1.2 1.2(e) hereof of securities being sold for its own account, or if other persons Other Stockholders shall request inclusion in any such registrationregistration pursuant to Section 1.2(e) hereof, the Initiating Holders shall, on behalf of all Holders, offer to include such securities in the underwriting (if applicable) and may condition such offer on their acceptance of the further applicable provisions of this Section 1 Agreement (including Section 1.121.8 hereof). If the registration involves an underwriting, the The Company shall (together with all Holders and other persons Other Stockholders proposing to distribute their securities through an such underwriting) enter into an underwriting agreement in customary form with the representative of the underwriter or underwriters selected for such underwriting by a majority in interest of the Initiating Holders, which underwriters are reasonably acceptable to the Company. Notwithstanding any other provision of this Section 1.2, if the representative of the underwriters advises the Initiating Holders in writing that marketing factors require a limitation on the number of shares to be underwritten, the number of shares to be included in the underwriting or registration shall be allocated as set forth in Section 1.13 1.10 hereof. If a person who has requested inclusion in such registration as provided above does not agree to the terms of any such underwriting, such person shall be excluded therefrom by written notice from the Company, the underwriter or the Initiating Holders. The securities so excluded shall also be withdrawn from registration. Any Registrable Securities or other securities Other Securities excluded or withdrawn from such underwriting shall also be withdrawn from such registration. If shares Registrable Securities or Other Securities are so withdrawn from the registration and if the number of shares to be included in such registration was previously reduced as a result of marketing factors pursuant to this Section 1.2(d1.2(f), then the Company shall offer to all holders who have retained rights to include securities in the registration allocate the right to include additional securities in the registration Registration as set forth in an aggregate amount equal to the number of shares so withdrawn, with such shares to be allocated among such Holders requesting additional inclusion in accordance with Section 1.131.10 hereof.

Procedures. If In any registration pursuant to Section 8.3, if the Company shall request inclusion in any registration pursuant to Section 1.2 of securities being to be sold for its own account, or if other persons entitled to incidental registrations shall request inclusion in any such registrationregistration pursuant to Section 8.3, Subsection (a)(i) above, the Initiating Holders shall, on behalf of all Holdersholders of Registrable Securities, offer to include such securities in the underwriting (if applicable) and may condition such offer on their the acceptance by the Company or such other persons of the further applicable provisions of this Section 1 (including Section 1.12)Article VII. If the registration involves an underwriting, the The Company shall (together with all Holders and such other persons proposing to distribute their securities through an such underwriting) enter into an underwriting agreement in customary form with the representative of the underwriter or underwriters selected for such underwriting by a majority in interest of the Initiating Holders, which underwriters are reasonably acceptable to the Company. Notwithstanding any other provision of this Section 1.2Section, if the representative of the underwriters advises the Initiating Holders in writing that marketing factors require a limitation on of the number of shares to be underwrittenneed for an Underwriter's Cutback, the number of shares to be included in the underwriting or registration shall be allocated as set forth in Section 1.13 8.10 hereof. If a person who has requested inclusion in such registration as provided above in this Subsection (e) does not agree to the terms of any such underwriting, such person shall be excluded therefrom by written notice from the Company, the underwriter or the Initiating Holders. The , and the securities so excluded owned by such person(s) shall also be withdrawn from registration. Any Registrable Securities or other securities excluded or withdrawn from such underwriting shall also be withdrawn from such registrationregistration (the "WITHDRAWN SECURITIES"). If shares there are so withdrawn from the registration any Withdrawn Securities and if the number of shares to be included in such registration there was previously reduced as a result of marketing factors pursuant to this Section 1.2(d)an Underwriter's Cutback, then the Company shall offer to all holders who have retained rights to include securities in the registration the right to include additional securities in the registration in an aggregate amount equal to the number of shares so Withdrawn Securities that would have been included in the registration after giving effect to the Underwriter's Cutback had such securities not been withdrawn, with such shares to be allocated among such Holders requesting additional inclusion in accordance with Section 1.138.13.

Procedures. If the Company shall request inclusion in any registration pursuant to Section 1.2 of securities being sold for its own account, or if other persons shall request inclusion in any such registrationregistration pursuant to Section 1.2, the Initiating initiating Holders shall, on behalf of all Holders, offer to include such securities in the underwriting (if applicable) and may condition such offer on their acceptance of the further applicable provisions of this Section 1 (including Section 1.12)1. If the registration involves an underwriting, the The Company shall (together with all Holders and other persons proposing to distribute their securities through an such underwriting) enter into an underwriting agreement in customary form with the representative of the underwriter or underwriters selected for such underwriting by a majority in interest of the Initiating Holders, which underwriters are reasonably acceptable to the Company. Notwithstanding any other provision of this Section 1.2, if the representative of the underwriters advises the Initiating Holders in writing that marketing factors require a limitation on the number of shares to be underwritten, the number of shares to be included in the underwriting or registration shall be allocated as set forth in Section 1.13 1.12 hereof. If a person who has requested inclusion in such registration as provided above does not agree to the terms of any such underwriting, such person shall be excluded therefrom by written notice from the Company, the underwriter or the Initiating Holders. The securities so excluded shall also be withdrawn from registration. Any Registrable Securities or other securities excluded or withdrawn from such underwriting shall also be withdrawn from such registration. If shares are so withdrawn from the registration and if the number of shares to be included in such registration was previously reduced as a result of marketing factors pursuant to this Section 1.2(d), then the Company shall offer to all holders Holders who have retained rights to include securities in the 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 allocated among such Holders requesting additional inclusion in accordance with Section 1.131.12.

Procedures. If the Company shall request inclusion in any registration pursuant to Section 1.2 3 of securities being sold for its own account, or if other persons shall request inclusion in any such registrationregistration pursuant to Section 3, the Initiating Holders Majority Holder shall, on behalf of all Holders, offer to include such securities in the underwriting (if applicable) and may condition such offer on their acceptance of the further applicable provisions of this Section 1 Agreement (including Section 1.1211). If the registration involves an underwriting, the The Company shall (together with all Holders and other persons proposing to distribute their securities through an such underwriting) enter into an underwriting agreement in customary form with the representative of the underwriter or underwriters selected for such underwriting by a majority in interest of the Initiating Majority Holders, which underwriters are reasonably acceptable accepted to the Company. Notwithstanding any other provision of this Section 1.23, if the representative of the underwriters advises the Initiating Majority Holders in writing that marketing factors require a limitation on the number of shares to be underwritten, the number of shares to be included in the underwriting or registration shall be allocated as set forth in Section 1.13 11 hereof. If a person who has requested inclusion in such registration as provided above does not agree to the terms of any such underwriting, such person shall be excluded therefrom by written notice from the Company, the underwriter or the Initiating Majority Holders. The securities so excluded shall also be withdrawn from registration. Any Registrable Securities or other securities excluded or withdrawn from such underwriting shall also be withdrawn from such registration. If shares are so withdrawn from the registration and if the number of shares to be included in such registration was previously reduced as a result of marketing factors pursuant to this Section 1.2(d)Section, then the Company shall offer to all holders who have retained rights to include securities in the 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 allocated among such Holders holders requesting additional inclusion in accordance with Section 1.1311.

Procedures. If the Company shall request inclusion in any registration pursuant to Section 1.2 1.6 of securities being sold for its own account, or if other persons shall request inclusion in any such registrationregistration pursuant to Section 1.6, the Initiating Holders shall, on behalf of all Holders, offer to include such securities in the underwriting (if applicable) and may condition such offer on their acceptance of the further applicable provisions of this Section 1 (including Section 1.121.13). If the registration involves an underwriting, the The Company shall (together with all Holders and other persons proposing to distribute their securities through an such underwriting) enter into an underwriting agreement in customary form with the representative of the underwriter or underwriters selected for such underwriting by a majority in interest of the Initiating Holders, which underwriters are reasonably acceptable to the Company. Notwithstanding any other provision of this Section 1.21.6, if the representative of the underwriters advises the Initiating Holders in writing that marketing factors require a limitation on the number of shares to be underwritten, the number of shares to be included in the underwriting or registration shall be allocated as set forth in Section 1.13 1.14 hereof. If a person who has requested inclusion in such registration as provided above does not agree to the terms of any such underwriting, such person shall be excluded therefrom by written notice from the Company, the underwriter or the Initiating Holders. The securities so excluded shall also be withdrawn from registration. Any Registrable Securities or other securities excluded Registration on Form S-3 - continued or withdrawn from such underwriting shall also be withdrawn from such registration. If shares are so withdrawn from the registration and if the number of shares to be included in such registration was previously reduced as a result of marketing factors pursuant to this Section 1.2(d1.6(e), then the Company shall offer to all holders who have retained rights to include securities in the 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 allocated among such Holders requesting additional inclusion in accordance with Section 1.131.14.

Procedures. If the Company shall request inclusion in any registration pursuant to Section 1.2 of securities being sold for its own account, or if other persons shall request inclusion in any such registrationregistration pursuant to Section 1.2, the Initiating Holders shall, on behalf of all Holders, offer to include such securities in the underwriting (if applicable) and may condition such offer on their acceptance of the further applicable provisions of this Section 1 (including Section 1.12). If the registration involves an underwriting, the The Company shall (together with all Holders and other persons proposing to distribute their securities through an such underwriting) enter into an underwriting agreement in customary form with the representative of the underwriter or underwriters selected for such underwriting by a majority in interest of the Initiating Holders, which underwriters underwriter(s) are reasonably acceptable to the Company. Notwithstanding any other provision of this Section 1.2, if the representative of the underwriters advises the Initiating Holders in writing that marketing factors require a limitation on the number of shares to be underwritten, then the Initiating Holders shall so advise all holders of Registrable Securities that would otherwise be underwritten, and the number of shares to be included in the underwriting or registration shall be allocated as set forth in Section 1.13 hereoffirst to the Initiating Holders and the other Investors on a pro rata basis based on the total number of Registrable Securities held by the Initiating Holders and the other Investors seeking to register shares, second to the Holders (other than the Initiating Holders and such other Investors which have so requested inclusion) on a pro rata basis based on the number of Registrable Securities held by such Holders seeking to register shares and third, to any other stockholder of the Company seeking to register shares that are not Registrable Securities. If a person who has requested inclusion in such registration as provided above does not agree to the terms of any such underwriting, such person shall be excluded therefrom by written notice from the Company, the underwriter or the Initiating Holders. The securities so excluded shall also be withdrawn from registration. Any Registrable Securities or other securities excluded or withdrawn from such underwriting shall also be withdrawn from such registration. If shares are so withdrawn from the registration and if the number of shares to be included in such registration was previously reduced as a result of marketing factors pursuant to this Section 1.2(d), then the Company shall offer to all holders Holders who have retained rights to include securities in the 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 allocated among such Holders requesting additional inclusion in accordance with Section 1.13.. APIGEE CORPORATION AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT

Procedures. If the Company shall request inclusion in any registration pursuant to Section 1.2 of securities being sold for its own account, or if other persons shall request inclusion in any such registrationregistration pursuant to Section 1.2, the Initiating Holders shall, on behalf of all Holders, offer to include such securities in the underwriting (if applicable) and may condition such offer on their acceptance of the further applicable provisions of this Section 1 (including Section 1.121.12 below). If the registration involves an underwriting, the The Company shall (together with all Holders and other persons proposing to distribute their securities through an such underwriting) enter into an underwriting agreement in customary form with the representative of the underwriter or underwriters selected for such underwriting by the Company, subject to the reasonable approval of a majority in interest of the Initiating Holders, which underwriters are reasonably acceptable to the Companyunderwriter shall be a nationally recognized investment banking firm. Notwithstanding any other provision of this Section 1.2, if the representative of the underwriters advises the Initiating Holders in writing that marketing factors require a limitation (the “Underwriter’s Limitation”) on the number of shares to be underwritten, the Initiating Holders shall so advise the Company and all Holders of Registrable Securities whose securities would otherwise be underwritten pursuant hereto, and the number of shares to of Registrable Securities and other securities that may be included in the registration and underwriting or shall be allocated in the following manner: First, the securities of the Company and other third parties requesting inclusion in any such requested registration shall be allocated as set forth in Section 1.13 hereof. If a person who has requested inclusion in excluded from such registration as provided above does not agree and underwriting to the terms extent required by such Underwriter’s Limitation. If, after fully excluding the securities of any such underwriting, such person shall be excluded therefrom by written notice from the Company, the underwriter or the Initiating Holders. The securities so excluded shall also be withdrawn from registration. Any Registrable Securities or other securities excluded or withdrawn Company from such underwriting shall also be withdrawn from such registration. If shares are so withdrawn from the and registration and if a further reduction in the number of shares to be included in such underwriting and registration was previously reduced as a result of marketing factors pursuant to this Section 1.2(d)is required, then the Company shall offer to all holders who have retained rights to include securities in the 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 that may be included in the registration and underwriting shall be allocated among all Holders of Registrable Securities in proportion, as nearly as practicable, to the respective amounts of Registrable Securities held by each Holder at the time of the filing of the registration statement. No Registrable Securities or any other securities excluded from the underwriting by reason of the Underwriter’s Limitation shall be included in such Holders requesting additional inclusion registration. If the Company or any Holder in accordance with Section 1.13its sole discretion disapproves of the terms of the underwriting, it may elect to withdraw therefrom by written notice to the underwriter and the Initiating Holders. The securities so withdrawn shall also be withdrawn from registration.

Procedures. If the Company shall request inclusion in any registration pursuant to Section 1.2 of securities being sold for its own account, or if other persons shall request inclusion in any such registrationregistration pursuant to Section 1.2, the Initiating Holders shall, on behalf of all Holders, offer to include such securities in the underwriting (if applicable) and may condition such offer on their acceptance of the further applicable provisions of this Section 1 (including Section 1.121.13). If the registration involves an underwriting, the The Company shall (together with all Holders Holders, and other persons proposing to distribute their securities through an such underwriting) enter into an underwriting agreement in customary form with the representative of the underwriter or underwriters selected for such underwriting by a majority in interest of the Initiating Holders, which underwriters underwriter(s) are reasonably acceptable to the Company. Notwithstanding any other provision of this Section 1.2, if the representative of the underwriters advises the Initiating Holders in writing that marketing factors require a limitation on the number of shares to be underwritten, the number of shares to be included in the underwriting or registration shall be allocated as set forth in Section 1.13 1.14 hereof. If a the person who has requested inclusion in such registration as provided above does not agree to the terms of any such underwriting, such person shall be excluded therefrom by written notice from the Company, the underwriter or the Initiating Holders. The securities so excluded shall also be withdrawn from registration. Any Registrable Securities or other securities excluded or withdrawn from such underwriting shall also be withdrawn from such registration. If shares are so withdrawn from the registration and if the number of shares to be included in such registration was previously reduced as a result of marketing factors pursuant to this Section 1.2(d), then the Company shall offer to all holders who have retained rights to include securities in the 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 allocated among such Holders requesting additional inclusion in accordance with Section 1.13.securities

Procedures. If the Company other Persons shall request inclusion in any registration pursuant to Section 1.2 of securities being sold for its own account, or if other persons shall request inclusion in any such registration1.02, the Initiating Holders shall, on behalf of all Holders, offer to include such securities in the underwriting (if applicable) and may condition such offer on their acceptance of the further applicable provisions of this Section 1 (including Section 1.12). If the registration involves an underwriting, the The Company shall (together with all Holders and other persons Persons proposing to distribute their securities through an such underwriting) enter into an underwriting agreement in customary form with the representative of the underwriter or underwriters selected for such underwriting by the Company and shall be reasonably acceptable to a majority in interest of the Initiating Holders, which underwriters are reasonably acceptable to the Company. Notwithstanding any other provision of this Section 1.21.02, if the representative of the underwriters advises the Initiating Holders in writing that marketing factors require a limitation on the number of shares to be underwritten, the number of shares to be included in the underwriting or registration shall be allocated as set forth in Section 1.13 hereof. If a person Person who has requested inclusion in such registration as provided above does not agree to the terms of any such underwriting, such person Person shall be excluded therefrom by written notice from the Company, the underwriter or the Initiating Holders. The securities so excluded shall also be withdrawn from registration. Any Registrable Securities or other securities excluded or withdrawn from such underwriting shall also be withdrawn from such registration. If shares are so withdrawn from the registration and if the number of shares to be included in such registration was previously reduced as a result of marketing factors pursuant to this Section 1.2(d1.02(iv), then the Company shall offer to all holders Holders and other Persons who have retained rights to include securities in the 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 allocated among such Holders requesting additional inclusion in accordance with Section 1.13.

Procedures. If the Company shall request inclusion in any ---------- registration pursuant to Section 1.2 of securities being sold for its own account, or if other persons shall request inclusion in any such registrationregistration pursuant to Section 1.2(a) pursuant to registration rights granted prior to or after the date of this Agreement, the 1998, 1999 or 2000-2002 Initiating Holders shallXxxx Shareholders, on behalf of all Holdersas the case may be, shall offer to include such securities in the underwriting (if applicable) and may condition such offer on their acceptance of the further applicable provisions of this Section 1 (including Section 1.121.9). If the registration involves an underwriting, the The Company shall (together with all Holders and other persons proposing to distribute their securities through an such underwriting) enter into an underwriting agreement in customary form with the representative of the underwriter or underwriters selected for such underwriting by a majority in interest of the 1998, 1999 or 2000-2002 Initiating HoldersXxxx Shareholders, as the case may be, which underwriters are reasonably acceptable to the Company. Notwithstanding any other provision of this Section 1.2, if the representative of the underwriters advises the 1998, 1999 or 2000-2002 Initiating Holders Xxxx Shareholders in writing that marketing factors require a limitation on the number of shares to be underwritten, the number of shares to be included in the underwriting or registration shall be allocated as set forth in Section 1.13 1.10 hereof. If a person who has requested inclusion in such registration as provided above does not agree to the terms of any such underwriting, such person shall be excluded therefrom by written notice from the Company, the underwriter or (as the case may be) the 1998, 1999 or 2000-2002 Initiating HoldersXxxx Shareholders. The securities so excluded shall also be withdrawn from registration. Any Registrable Securities or other securities excluded or withdrawn from such underwriting shall also be withdrawn from such registration. If shares are so withdrawn from the registration and if the number of shares to be included in such registration was previously reduced as a result of marketing factors pursuant to this Section 1.2(d1.2(f), then the Company shall offer to all holders who have retained rights to include securities shares of CBC Common Stock in the registration the right to include additional securities shares of CBC Common Stock in the registration in an aggregate amount equal to the number of shares so withdrawn, with such shares to be allocated among such Holders 1998, 1999 or 2000-2002 Xxxx Shareholders requesting additional inclusion in accordance with Section 1.131.10.

Procedures. If the Company shall request inclusion in In connection with any registration pursuant to Section 1.2 of securities being sold for its own account, or if other persons shall request inclusion in any such registration, the Initiating Holders shall, on behalf of all Holders, offer to include such securities in the underwriting (if applicable) and may condition such offer on their acceptance of the further applicable provisions of Underwritten Offering under this Section 1 (including Section 1.12). If the registration involves an underwritingAgreement, the Company shall be entitled to select the Managing Underwriter or Underwriters. In connection with an Underwritten Offering contemplated by (together with all Holders a) in which a Selling Holder participates, each Selling Holder and other persons proposing the Company shall be obligated to distribute their securities through an underwriting) enter into an underwriting agreement that contains such representations, covenants, indemnities and other rights and obligations as are customary in customary form with underwriting agreements for firm commitment offerings of securities. No Selling Holder may participate in such Underwritten Offering unless such Selling Holder agrees to sell its Registrable Securities on the representative of the underwriter or underwriters selected for basis provided in such underwriting by a majority in interest agreement and completes and executes all questionnaires, powers of the Initiating Holdersattorney, which underwriters are indemnities and other documents reasonably acceptable to the Company. Notwithstanding any other provision of this Section 1.2, if the representative of the underwriters advises the Initiating Holders in writing that marketing factors require a limitation on the number of shares to be underwritten, the number of shares to be included in the underwriting or registration shall be allocated as set forth in Section 1.13 hereof. If a person who has requested inclusion in such registration as provided above does not agree to required under the terms of such underwriting agreement. Each Selling Holder may, at its option, require that any or all of the representations and warranties by, and the other agreements on the part of, the Company to and for the benefit of such underwriters also be made to and for such Selling Holder’s benefit and that any or all of the conditions precedent to the obligations of such underwriters under such underwriting agreement also be conditions precedent to its obligations. No Selling Holder shall be required to make any representations or warranties to or agreements with the Company or the underwriters other than representations, warranties or agreements regarding such Selling Holder, its authority to enter into such underwriting agreement and to sell, and its ownership of, the securities being registered on its behalf, its intended method of distribution and any other representation required by Law. If any Selling Holder disapproves of the terms of an underwriting, such person shall be excluded Selling Holder may elect to withdraw therefrom by written notice from to the Company and the Managing Underwriter; provided, however, that such withdrawal must be made up to and including the time of pricing of such Underwritten Offering. No such withdrawal or abandonment shall affect the Company, the underwriter or the Initiating Holders. The securities so excluded shall also be withdrawn from registration. Any Registrable Securities or other securities excluded or withdrawn from such underwriting shall also be withdrawn from such registration. If shares are so withdrawn from the registration and if the number of shares ’s obligation to be included in such registration was previously reduced as a result of marketing factors pursuant to this Section 1.2(d), then the Company shall offer to all holders who have retained rights to include securities in the 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 allocated among such Holders requesting additional inclusion in accordance with Section 1.13pay Registration Expenses.

Procedures. If JVB Properties, L.L.L.P. (“JVB”) shall request inclusion of any JVB Shares in any registration pursuant to Section 1.2, or if the Company shall request inclusion in any registration pursuant to Section 1.2 of securities being sold for its own account, or if persons other persons than Investors, JVB or Xxxxx shall request inclusion in any such registrationregistration pursuant to Section 1.2, the applicable class of Initiating Holders shall, on behalf of all Holders, offer to include such securities in the underwriting (if applicable) registration and may condition such offer on their acceptance of the further applicable provisions of this Section 1 (including Section 1.121.13). If the proposed registration involves is for an underwritingunderwritten offering, the Company shall (together with all Holders and other persons proposing to distribute their securities through an such underwriting) enter into an underwriting agreement in customary form with the representative of the underwriter or underwriters selected for such underwriting by a majority in interest of the applicable class of Initiating Holders, which underwriters are reasonably acceptable to the Company. Notwithstanding any other provision of this Section 1.2, if the representative of the underwriters advises the applicable class of Initiating Holders in writing that marketing factors require a limitation on the number of shares to be underwritten, the number of shares to be included in the underwriting or registration shall be allocated as set forth in Section 1.13 1.14 hereof. If a person who has requested inclusion in such registration as provided above does not agree to the terms of any such underwriting, such person shall be excluded therefrom by written notice from the Company, the underwriter or the applicable class of Initiating Holders. The securities so excluded shall also be withdrawn from registration. Any Registrable Securities or other securities excluded or withdrawn from such underwriting shall also be withdrawn from such registration. If shares are so withdrawn from the registration and if the number of shares to be included in such registration was previously reduced as a result of marketing factors pursuant to this Section 1.2(d)factors, then the Company shall offer to all holders who have retained rights to include securities in the 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 allocated among such Holders requesting additional inclusion in accordance with Section 1.131.14 hereof.

Procedures. If the Company shall request inclusion in any registration pursuant to this Section 1.2 1.3 of securities being sold for its own account, or if other persons shall request inclusion in any such registrationregistration pursuant to this Section 1.3, the Initiating Holders shall, on behalf of all Holders, offer to include such securities in the underwriting (if applicable) and may condition such offer on their acceptance of the further applicable provisions of this Section 1 (including Section 1.12)1. If the registration involves an underwriting, the The Company shall (together with all Holders and or other persons proposing to distribute their securities through an such underwriting) enter into and perform its obligations under an underwriting agreement in customary form with the representative of the managing underwriter or underwriters selected for such underwriting by a majority in interest of the Initiating Holders, Holders (which underwriters are managing underwriter shall be reasonably acceptable to the Company). Notwithstanding any other provision of this Section 1.21.3, if the representative of the underwriters managing underwriter advises the Initiating Holders in writing that marketing factors require a limitation on of the number of shares to be underwritten, the number of shares that may be included in the registration and underwriting shall be allocated first, to the Holders on a pro rata basis based on the total number of Registrable Securities held by the Holders; second, to any stockholder of the Company (other than a Holder) on a pro rata basis; and third, to the Company. Notwithstanding the foregoing, in no event shall (i) the amount of securities of the selling Holders included in the offering be reduced below 25% of the total amount of securities included in such offering, unless such offering is a Qualified Public Offering, in which case the selling Holders may be excluded if the underwriters make the determination described above and no other stockholder’s securities are included in such offering or (ii) any securities held by Other Stockholders be included in such offering if any Registrable Securities held by a Holder (and that such Holder has requested to be registered) are excluded from such offering. For purposes of the preceding sentence concerning apportionment, for any selling stockholder that is a Holder of Registrable Securities and that is a venture capital fund, partnership or corporation, the affiliated venture capital funds, partners, retired partners, stockholders and related individuals of such Holder, or the estates and family members of any such partners and retired partners and any trusts for the benefit of any of the foregoing persons shall be deemed to be a single “Selling Holder,” and any pro rata reduction with respect to such “Selling Holder” shall be based upon the aggregate amount of Registrable Securities owned by all such related entities and individuals. The Company shall advise all holders of securities requesting registration of the number of shares of securities that are entitled to be included in the registration and underwriting or registration shall be allocated as set forth in Section 1.13 hereof1.12. If a any person who has requested inclusion in such registration as provided above does not agree to disapproves of the terms of any such the underwriting, such person shall be excluded therefrom by written notice from delivered by the Company, the underwriter Company or the Initiating Holdersmanaging underwriter. The Any Registrable Securities and/or other securities so excluded or withdrawn shall also be withdrawn from registration. Any Registrable Securities or and/or other securities so excluded or withdrawn from such underwriting shall also be withdrawn from such registration. If shares are so withdrawn from the registration and if the number of shares to be included in such registration was previously reduced as a result of marketing factors pursuant to this Section 1.2(d), then the Company shall offer to all holders who have retained rights to include securities in the 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 allocated among such Holders requesting additional inclusion in accordance with Section 1.13.

Procedures. If For any underwritten registration pursuant to this Section 1.3, if the Company shall request inclusion in any registration pursuant to Section 1.2 of securities being sold for its own account, or if other persons shall request inclusion in any such registrationinclusion, the Initiating Holders Holder shall, on behalf of all Holdersholders of Registrable Securities, offer to include such securities in the underwriting (if applicable) and may condition such offer on their acceptance of the further applicable provisions of this Section 1 1.3 (including Section 1.121.14). If the registration involves an underwriting, the The Company shall (together with all Holders holders of Registrable Securities and other persons proposing to distribute their securities through an such underwriting) enter into an underwriting agreement in customary form with the representative of the underwriter or underwriters selected for such underwriting by a majority in interest of the Initiating HoldersHolder, which underwriters are reasonably acceptable to the Company. Notwithstanding any other provision of this Section 1.21.3, if the representative of the underwriters advises the Initiating Holders Holder in writing that marketing factors require a limitation on the number of shares to be underwritten, the number of shares to be included in the underwriting or registration shall be allocated as set forth in Section 1.13 1.15 hereof. If a person who has requested inclusion in such registration as provided above does not agree to the terms of any such underwriting, such person shall be excluded therefrom by written notice from the Company, the underwriter or the Initiating HoldersHolder. The securities so excluded shall also be withdrawn from registration. Any Registrable Securities or other securities excluded or withdrawn from such underwriting shall also be withdrawn from such registration. If shares are so withdrawn from the registration and if the number of shares to be included in such registration was previously reduced as a result of marketing factors pursuant to this Section 1.2(d1.3(d), then the Company shall offer to the Holder, to the extent the Holder Shares for which registration has been requested were cut back and then to all other holders of Registrable Securities and Other Stockholders who have retained rights to include securities in the 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 allocated among such Holders the holders requesting additional inclusion in accordance with Section 1.131.15.

Procedures. If For any underwritten registration pursuant to this Section 1.7, if the Company shall request inclusion in any registration pursuant to Section 1.2 of securities being sold for its own account, or if other persons shall request inclusion in any such registrationinclusion, the Initiating Holders holders of Registrable Securities shall, on behalf of all Holdersholders of Registrable Securities, offer to include such securities in the underwriting (if applicable) and may condition such offer on their acceptance of the further applicable provisions of this Section 1 (including Section 1.121.14 hereof). If the registration involves an underwriting, the The Company shall (together with all Holders holders of Registrable Securities and other persons proposing to distribute their securities through an such underwriting) enter into an underwriting agreement in customary form with the representative of the underwriter or underwriters selected for such underwriting by the holders of a majority in interest of the Initiating HoldersRegistrable Securities included in such registration, which underwriters are reasonably acceptable to the Company. Notwithstanding any other provision of this Section 1.21.7, if the representative of the underwriters advises the Initiating Holders holders of Registrable Securities in writing that marketing factors require a limitation on the number of shares to be underwritten, the number of shares to be included in the underwriting or registration shall be allocated as set forth in Section 1.13 1.15 hereof. If a person who has requested inclusion in such registration as provided above does not agree to the terms of any such underwriting, such person shall be excluded therefrom by written notice from the Company, the underwriter or the Initiating Holdersholders of Registrable Securities. The securities so excluded shall also be withdrawn from registration. Any Registrable Securities or other securities excluded or withdrawn from such underwriting shall also be withdrawn from such registration. If shares are so withdrawn from the registration and if the number of shares to be included in such registration was previously reduced as a result of marketing factors pursuant to this Section 1.2(d1.7(e), then the Company shall offer to all holders of Registrable Securities who have retained rights to include securities in the 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 allocated among such Holders holders of Registrable Securities requesting additional inclusion in accordance with Section 1.131.15 hereof.

Procedures. If the Company shall request inclusion in any registration pursuant to Section 1.2 of securities being sold for its own account, or if other persons Other Shareholders shall request inclusion in any such registrationregistration pursuant to Section 1.2, the Initiating Holders shall, on behalf of all Holders, offer to include such securities in the underwriting (if applicable) and may condition such offer on their acceptance of the further applicable provisions of this Section 1 (including Section 1.121.13). If the registration involves an underwriting, the The Company shall (together with all Holders Holders, and other persons proposing to distribute their securities through an such underwriting) enter into an underwriting agreement in customary form with the representative of the underwriter or underwriters selected for such underwriting by the Company, which underwriter(s) are reasonably acceptable to a majority in interest of the Initiating Holders, which underwriters are reasonably acceptable to the Company. Notwithstanding any other provision of this Section 1.2, if the representative of the underwriters advises the Initiating Holders in writing that marketing factors require a limitation on the number of shares to be underwritten, the number of shares to be included in the underwriting or registration shall be allocated as set forth in Section 1.13 1.14 hereof. If a the person who has requested inclusion in such registration as provided above does not agree to the terms of any such underwriting, such person shall be excluded therefrom by written notice from the Company, the underwriter or the Initiating Holders. The securities so excluded shall also be withdrawn from registration. Any Registrable Securities or other securities excluded or withdrawn from such underwriting shall also be withdrawn from such registration. If shares are so withdrawn from the registration and if the number of shares to be included in such registration was previously reduced as a result of marketing factors pursuant to this Section 1.2(d), then the Company shall offer to all holders who have retained rights to include securities in the 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 allocated among such Holders requesting additional inclusion in accordance with Section 1.131.14.

Procedures. If the Company shall request inclusion in any registration pursuant to Section 1.2 1.3 of securities being sold for its own account, or if other persons shall request inclusion in any registration pursuant to Section 1.3, such registration, the Initiating Holders shall, on behalf of all Holders, offer to include such securities in the underwriting (if applicable) and may condition such offer on their acceptance of inclusion shall be conditioned upon the further applicable provisions of this Section 1 (including Section 1.12Sections 1.13 and 1.14). If the registration involves an underwriting, the The Company shall (together with all Holders and other persons proposing to distribute their securities through an such underwriting) enter into an underwriting agreement in customary form with the representative of the underwriter or underwriters selected for such underwriting by a majority in interest of the Initiating Holders, which underwriters are reasonably acceptable to the Company. Notwithstanding any other provision of this Section 1.21.3, if the representative of the underwriters advises the Initiating Holders in writing that marketing factors require a limitation on the number of shares to be underwritten, the number of shares to be included in the underwriting or registration shall be allocated as set forth in Section 1.13 1.14 hereof. If a person who has requested inclusion in such registration as provided above does not agree to the terms of any such underwriting, such person shall be excluded therefrom by written notice from the Company, the underwriter or the Initiating Holders. The securities so excluded shall also be withdrawn from registration. Any Registrable Securities or other securities excluded or withdrawn from such underwriting shall also be withdrawn from such registration. If shares are so withdrawn from the registration and if the number of shares to be included in such registration was previously reduced as a result of marketing factors pursuant to this Section 1.2(d1.3(d), then the Company shall offer to all holders who have retained rights to include securities in the registration the right to include additional ad ditional securities in the registration in an aggregate amount equal to the number of shares so withdrawn, with such shares to be allocated among such Holders requesting additional inclusion in accordance with Section 1.131.14.

Procedures. If the Company shall request inclusion in any registration pursuant to Section 1.2 3 of securities being sold for its own account, or if other persons shall request inclusion in any such registrationregistration pursuant to Section 3, the Initiating Holders shall, on behalf of all Holders, offer to include such securities in the underwriting (if applicable) and may condition such offer on their acceptance of the further applicable provisions of this Section 1 (including Section 1.12)Agreement. If the registration involves an underwriting, the The Company shall (together with all Holders and other persons proposing to distribute their securities through an such underwriting) enter into an underwriting agreement in customary form with the representative of the underwriter or underwriters selected for such underwriting by a majority in interest of the Initiating Holders, which underwriters are reasonably acceptable to the Company. Notwithstanding any other provision of this Section 1.23, if the representative of the underwriters advises the Initiating Holders in writing that marketing factors require a limitation on the number of shares to be underwritten, the number of shares to be included in the underwriting or registration shall be allocated as set forth in Section 1.13 11 hereof. If a person who has requested inclusion in such registration as provided above does not agree to the terms of any such underwriting, such person shall be excluded therefrom by written notice from the Company, the underwriter or the Initiating Holders. The securities so excluded shall also be withdrawn from registration. Any Registrable Securities or other securities excluded or withdrawn from such underwriting shall also be withdrawn from such registration. If shares are so withdrawn from the registration and if the number of shares to be included in such registration was previously reduced as a result of marketing factors pursuant to this Section 1.2(d)3.4, then the Company shall offer to all holders who have retained rights to include securities in the 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 allocated among such Holders requesting additional inclusion in accordance with Section 1.131.

Procedures. If the Company shall request inclusion in any registration pursuant to this Section 1.2 of securities being sold for its own account, or if other persons Other Stockholders shall request inclusion in any such registrationregistration pursuant to this Section 1.2, the Initiating Holders shall, on behalf of all Holders, offer to include such securities in the underwriting (if applicable) and may condition such offer on their acceptance of the further applicable provisions of this Section 1 (including Section 1.121.12 hereof). If the registration involves an underwriting, the The Company shall (together with all Holders and other persons proposing to distribute their securities through an underwritingOther Stockholders) enter into an underwriting agreement in customary form with the representative of the underwriter or underwriters selected for such underwriting by a majority in interest of the Initiating Holders, which underwriters are reasonably acceptable but subject to the Company’s reasonable approval. Notwithstanding any other provision of this Section 1.2, if the representative of the underwriters advises the Initiating Holders in writing that marketing factors require a limitation on the number of shares to be underwritten, the number of shares to be included in the underwriting or registration shall be allocated as set forth in Section 1.13 hereof. If a person who has requested inclusion in such registration as provided above does not agree to the terms of any such underwriting, such person shall be excluded therefrom by written notice from the Company, the underwriter or the Initiating Holders. The securities so excluded shall also be withdrawn from registration. Any Registrable Securities or other securities excluded or withdrawn from such underwriting shall also be withdrawn from such registration. If shares are so withdrawn from the registration and if the number of shares to be included in such registration was previously reduced as a result of marketing factors pursuant to this Section 1.2(d), then the Company shall offer to all holders Holders who have retained rights to include securities in the 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 allocated among such Holders requesting additional inclusion in accordance with Section 1.131.13 hereof.

Procedures. If the Company shall request inclusion in any registration pursuant to Section 1.2 of securities being sold for its own account, or if other persons shall request inclusion in any such registration, the The Initiating Holders shall, on behalf of all Holders, offer to include such securities in the underwriting (if applicable) and may condition such offer on their acceptance of the further applicable provisions of this Section 1 (including without limitation Section 1.121.14). If the registration involves an underwriting, the The Company shall (together with all Holders and or other persons proposing to distribute their securities through an such underwriting) enter into and perform its obligations under an underwriting agreement in customary form with the representative of the managing underwriter or underwriters selected for such underwriting by the Initiating Holders holding a majority in interest of the then outstanding shares held by all Initiating Holders, Holders (which underwriters are managing underwriter shall be reasonably acceptable to the Company). Notwithstanding any other provision of this Section 1.2Agreement, if the representative of the underwriters managing underwriter advises the Initiating Holders in writing that marketing factors require a limitation on of the number of shares to be underwritten, the number of shares to be included in the underwriting or registration shall be allocated among all participating Holders thereof, including the Initiating Holders, in proportion (as set forth in Section 1.13 hereofnearly as practicable) to the amount of Registrable Securities of the Company owned by each participating Holder. In no event shall any Registrable Securities be excluded from such underwriting unless all other securities are first excluded from such offering. If a any person who has requested inclusion in such registration as provided above does not agree to disapproves of the terms of any such the underwriting, such person shall be excluded therefrom by written notice from delivered by the Company, the underwriter Company or the Initiating Holdersmanaging underwriter. The Any Registrable Securities and/or other securities so excluded or withdrawn shall also be withdrawn from registration. Any Registrable Securities or other securities excluded or withdrawn from such underwriting shall also be withdrawn from such registration. If shares are so withdrawn from the registration and if the number of shares to be included in such registration was previously reduced as a result of marketing factors pursuant to this Section 1.2(d), then the Company shall offer to all holders who have retained rights to include securities in the 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 allocated among such Holders requesting additional inclusion in accordance with Section 1.13.

Procedures. If the Company shall request inclusion in any registration pursuant to Section 1.2 of securities being sold for its own account, or if other persons shall request inclusion in any such registrationregistration pursuant to Section 1.2, the Initiating Holders shall, on behalf of all Holders, offer to include such securities in the underwriting (if applicable) and may condition such offer on their acceptance of the further applicable provisions of this Section 1 (including Section 1.121.13). If the registration involves an underwriting, the The Company shall (together with all Holders Holders, and other persons proposing to distribute their securities through an such underwriting) enter into an 71 underwriting agreement in customary form with the representative of the underwriter or underwriters selected for such underwriting by a majority in interest of the Initiating Holders, which underwriters underwriter(s) are reasonably acceptable to the Company. Notwithstanding any other provision of this Section 1.2, if the representative of the underwriters advises the Initiating Holders in writing that marketing factors require a limitation on the number of shares to be underwritten, the number of shares to be included in the underwriting or registration shall be allocated as set forth in Section 1.13 1.14 hereof. If a the person who has requested inclusion in such registration as provided above does not agree to the terms of any such underwriting, such person shall be excluded therefrom by written notice from the Company, the underwriter or the Initiating Holders. The securities so excluded shall also be withdrawn from registration. Any Registrable Securities or other securities excluded or withdrawn from such underwriting shall also be withdrawn from such registration. If shares are so withdrawn from the registration and if the number of shares to be included in such registration was previously reduced as a result of marketing factors pursuant to this Section 1.2(d), then the Company shall offer to all holders who have retained rights to include securities in the 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 allocated among such Holders requesting additional inclusion in accordance with Section 1.131.14.

Procedures. If The Company and the Company Holders whose Shares are to be included in such registration shall request inclusion in any registration pursuant to Section 1.2 of securities being sold for its own account, or if other persons shall request inclusion in any such registration, the Initiating Holders shall, on behalf of all Holders, offer to include such securities in the underwriting (if applicable) and may condition such offer on their acceptance of the further applicable provisions of this Section 1 (including Section 1.12). If the registration involves an underwriting, the Company shall (together with all Holders and other persons proposing to distribute their securities through an underwriting) enter into an underwriting agreement in customary form with the representative of the an underwriter or underwriters of recognized national standing selected for such underwriting by a majority in interest of the Initiating Holders, which underwriters are Company and reasonably acceptable to Xxxxxxx. Subject to the following sentence, the Company may include in any Demand Registration any securities to be issued by the Company or held by any other holders of the Company's securities. Notwithstanding any other provision of this Section 1.24.1, if the representative of the underwriters managing underwriter advises the Initiating Holders Company in writing that that, in its opinion, marketing factors require a limitation on of the number of shares to be underwritten, the underwriter may limit the Registrable Securities and other securities to be distributed through such underwriting. The Company shall so advise all Persons distributing their securities through such underwriting of such limitation and the number of shares to of Registrable Securities and other securities that may be included in the registration (and underwriting or registration if any) shall be allocated as set forth in Section 1.13 hereof. If a person who has requested inclusion in such registration as provided above does not agree (i) first, to Xxxxxxx and the terms of any such underwriting, such person shall be excluded therefrom by written notice from the Company, the underwriter or the Initiating Holders. The securities so excluded shall also be withdrawn from registration. Any Registrable Securities or other securities excluded or withdrawn from such underwriting shall also be withdrawn from such registration. If shares Holders whose Shares are so withdrawn from the registration and if the number of shares to be included in such registration was previously reduced as a result in respect of marketing factors pursuant Registrable Securities covered by the request for Demand Registration; (ii) second, to this Section 1.2(d), then the securities the Company shall offer proposes to all holders who have retained sell in such registration and (iii) third, securities requested to be included in such registration by Persons, if any, whose rights to include securities piggyback registration provide that they are subordinate to the rights of the Holders. If the Holders whose Shares are to be included in such registration disapprove of the terms of the underwriting, the Holders shall provide written notice of such disapproval to the Company and the managing underwriter. Upon the receipt of such notice, the Holders shall be withdrawn from the underwriting; provided, that the registration shall still be deemed to be a Demand Registration, unless the right to include additional securities in Holders pay the registration in an aggregate amount equal to the number of shares so withdrawn, Registration Expenses associated with such shares to be allocated among such Holders requesting additional inclusion in accordance with Section 1.13withdrawn registration.

Procedures. If the Company shall request inclusion in any registration ---------- pursuant to Section 1.2 of securities being sold for its own account, or if other persons shall request inclusion in any such registrationregistration pursuant to Section 1.2, the Initiating Holders shall, shall on behalf of all Holders, offer to include such securities in the underwriting (if applicable) and may condition such offer on their acceptance of the further applicable provisions of this Section 1 (including Section 1.12). If the registration involves an underwriting, the The Company shall (together with all Holders and other persons proposing to distribute their securities through an such underwriting) enter into an underwriting agreement in customary form with the representative of the underwriter or underwriters selected for such underwriting by a majority in interest of the Initiating Holders, which underwriters are reasonably acceptable to the Company. Notwithstanding any other provision of this Section 1.2, if the representative of the underwriters advises the Initiating Holders in writing that marketing factors require a limitation on the number of shares to be underwritten, the number of shares to be included in the underwriting or registration shall be allocated as set forth in Section 1.13 hereof. If a person who has requested inclusion in such registration as provided above does not agree to the terms of any such underwriting, such person shall be excluded therefrom by written notice from the Company, the underwriter or the Initiating Holders. The securities so excluded shall also be withdrawn from registration. Any Registrable Securities or other securities excluded or withdrawn from such underwriting shall also be withdrawn from such registration. If shares are so withdrawn from the registration and if the number of shares to be included in such registration was previously reduced as a result of marketing factors pursuant to this Section 1.2(d), then the Company shall offer to all holders Holders who have retained rights to include securities in the 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 allocated among such Holders requesting additional inclusion inclusions in accordance with Section 1.13.

Procedures. If In any registration pursuant to Section 2.2, if the Company shall request inclusion in any registration pursuant to Section 1.2 of securities being to be sold for its own account, or if other persons entitled to incidental registrations shall request inclusion in any such registrationregistration pursuant to Section 2.2, the Initiating Holders shall, on behalf of all Preferred Holders, offer to include such securities in the underwriting (if applicable) and may condition such offer on their the acceptance by the Company or such other persons of the further applicable provisions of this Section 1 (including Section 1.122.11). If the registration involves an underwriting, the The Company shall (together with all Preferred Holders and other persons proposing to distribute their securities through an such underwriting) enter into an underwriting agreement in customary form with the representative of the underwriter or underwriters selected for such underwriting by a majority in interest of the Initiating Holders, which underwriters are reasonably acceptable to the Company. Notwithstanding any other provision of this Section 1.2Section, if the representative of the underwriters advises the Initiating Holders in writing that marketing factors require a limitation on of the number of shares to be underwrittenneed for an Underwriter's Cutback, the number of shares to be included in the underwriting or registration shall be allocated as set forth in Section 1.13 2.12 hereof. If a person who has requested inclusion in such registration as provided above in this Subsection (e) does not agree to the terms of any such underwriting, such person shall be excluded therefrom by written notice from the Company, the underwriter or the Initiating Holders. The , and the securities so excluded owned by such person(s) shall also be withdrawn from registration. Any Registrable Securities or other securities excluded or withdrawn from such underwriting shall also be withdrawn from such registrationregistration (the "Withdrawn Securities"). If shares there are so withdrawn from the registration any Withdrawn Securities and if the number of shares to be included in such registration there was previously reduced as a result of marketing factors pursuant to this Section 1.2(d)an Underwriter's Cutback, then the Company shall offer to all holders who have retained rights to include securities in the registration the right to include additional securities in the registration in an aggregate amount equal to the number of shares so Withdrawn Securities that would have been included in the registration after giving effect to the Underwriter's Cutback had such securities not been withdrawn, with such shares to be allocated among such Holders requesting additional inclusion in accordance with Section 1.132.12.

Procedures. If the Company shall request inclusion in any registration pursuant to Section 1.2 of securities being sold for its own account, or if other persons shall request inclusion in any such registration, the Initiating Holders shall, on behalf of all Holders, offer to include such securities in the underwriting (if applicable) and may condition such offer on their acceptance of the further applicable provisions of this Section 1 (including Section 1.12). If the registration involves an underwriting, the The Company shall (together with all Holders and other persons proposing to distribute their securities through an such underwriting) enter into an underwriting agreement in customary form with the representative of the underwriter or underwriters selected for such underwriting by a majority in interest of the Initiating Holdersinitiating Holder(s), which underwriters are reasonably acceptable to the Company. If the Company shall request inclusion in any registration pursuant to Section 3.1 of securities being sold for its own ----------- account, or if other persons shall request inclusion in any registration pursuant to Section 3.1, the initiating Holder(s) shall, on behalf of all ----------- Holders, offer to include such securities in the underwriting and may condition such offer on their acceptance of the further applicable provisions of this Section 3 (including Section 3.9). Notwithstanding any other provision of this --------- ----------- Section 1.23.1, if the representative of the underwriters advises the Initiating Holders initiating ----------- Holder(s) in writing that marketing factors require a limitation on the number of shares to be underwritten, the number of shares to be included in the underwriting or registration shall be allocated as set forth in Section 1.13 3.9 ----------- hereof; provided that the Holder(s) exercising its demand registration rights -------- under this Section 3.1 shall first be entitled to register all of its securities ----------- subject to such request before any other person or entity shall be entitled to include securities in such offering. If a person who has requested inclusion in such registration as provided above does not agree to the terms of any such underwriting, such person shall be excluded therefrom by written notice from the Company, the underwriter or the Initiating Holdersinitiating Holder(s). The securities so excluded shall also be withdrawn from registration. Any Registrable Securities or other securities excluded or withdrawn from such underwriting shall also be withdrawn from such registration. If shares are so withdrawn from the registration and if the number of shares to be included in such registration was previously reduced as a result of marketing factors pursuant to this Section 1.2(d3.1(d), then the Company shall offer to all holders Holders who have -------------- retained rights to include securities in the 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 allocated among such Holders requesting additional inclusion in accordance with Section 1.13.3.9. -----------

Procedures. If the Company other persons shall request inclusion in any registration pursuant to Section 1.2 of securities being sold for its own account, or if other persons shall request inclusion in any such registration1.2, the Initiating Holders shall, on behalf of all Holders, offer to include such securities in the underwriting (if applicable) and may condition such offer on their acceptance of the further applicable provisions of this Section 1 (including Section 1.12). If the registration involves an underwriting, the The Company shall (together with all Holders and other persons proposing to distribute their securities through an such underwriting) enter into an underwriting agreement in customary form with the representative of the underwriter or underwriters selected for such underwriting by a majority in interest of the Initiating Holders, which underwriters are reasonably acceptable to the Company. Notwithstanding any other provision of this Section 1.2, if the representative of the underwriters advises the Initiating Holders in writing that marketing factors require a limitation on the number of shares to be underwritten, the number of shares to be included in the underwriting or registration shall be allocated as set forth in Section 1.13 hereof. If a person who has requested inclusion in such registration as provided above does not agree to the terms of any such underwriting, such person shall be excluded therefrom by written notice from the Company, the underwriter or the Initiating Holders. The securities so excluded shall also be withdrawn from registration. Any Registrable Securities or other securities excluded or withdrawn from such underwriting shall also be withdrawn from such registration. If shares are so withdrawn from the registration and if the number of shares to be included in such registration was previously reduced as a result of marketing factors pursuant to this Section 1.2(d1.2(f), then the Company shall offer to all holders Holders who have retained rights to include securities in the 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 allocated among such Holders requesting additional inclusion in accordance with Section 1.13.

Procedures. If the Company shall request inclusion in any registration pursuant to Section 1.2 3 of securities being sold for its own account, or if other persons shall request inclusion in any such registrationregistration pursuant to Section 3, the Initiating Holders or Vulcan (pursuant to its right under Section 3.1(B)) shall, on behalf of all Holders, offer to include such securities in the underwriting (if applicable) underwritten offering and may condition such offer on their acceptance of the further applicable provisions of this Section 1 (including Section 1.12)Agreement. If the registration involves In connection with an underwritingunderwritten offering hereunder, the Company shall (together with all Holders and other persons proposing to distribute their securities through an underwritingsuch underwritten offering) enter into an underwriting agreement in customary form (including customary indemnification and contribution provisions) with the lead representative of the underwriter or underwriters selected for such underwriting by the Company, which underwriters are reasonably acceptable to a majority in interest of the Initiating Holders, which underwriters are reasonably acceptable Holders or Vulcan (pursuant to the Companyits right under Section 3.1(B)). Notwithstanding any other provision of this Section 1.23, if the lead representative of the underwriters advises the Initiating Holders in writing that marketing factors require a limitation on the number of shares to be underwrittenincluded in such underwritten offering, the number of shares to be included in the underwriting or registration underwritten offering shall be allocated as set forth in Section 1.13 10 hereof. If a person Holder who has requested inclusion in such registration as provided above does not agree to the terms of any such underwritingunderwritten offering, such person Holder shall be excluded therefrom by written notice from the Company, the underwriter lead representative of the underwriters or the Initiating Holders. The securities so excluded shall also be withdrawn from registration. Any Registrable Securities or other securities excluded or withdrawn from such underwriting shall also be withdrawn from such registration. If shares are so withdrawn excluded from the registration and if the number of shares of Registrable Securities to be included in such registration was previously reduced as a result of marketing factors pursuant to this Section 1.2(d)3.4, then the Company shall offer to all holders Holders who have retained rights to include securities Registrable Securities in the registration the right to include additional securities Registrable Securities in the registration in an aggregate amount equal to the number of shares of Registrable Securities so withdrawnexcluded, with such shares of Registrable Securities to be allocated among such Holders requesting additional inclusion in accordance with Section 1.1310.

Procedures. If In any registration pursuant to this Section 1, if the Company shall request inclusion in any registration pursuant to Section 1.2 of securities being to be sold for its own account, or if other persons entitled to incidental registrations shall request inclusion in any such registration, the Initiating Holders shall, on behalf of all Holders, Holder shall offer to include such securities in the underwriting (if applicable) and may condition such offer on their the acceptance by the Company or such other persons of the further applicable provisions of this Section 1 (including Section 1.12)Agreement. If the registration involves an underwriting, the The Company shall (together with all Holders and such other persons proposing to distribute their securities through an such underwriting) enter into an underwriting agreement in customary form with the representative of the underwriter or underwriters selected for such underwriting by a majority in interest of the Initiating HoldersHolder, which underwriters are reasonably acceptable to the Company. Notwithstanding any other provision of this Section 1.2Section, if the representative of the underwriters advises the Initiating Holders in writing that marketing factors require a limitation on Holder of the number of shares to be underwrittenneed for an Underwriter's Cutback, the number of shares to be included in the underwriting or registration shall be allocated as set forth in Section 1.13 8 hereof. If a person who has requested inclusion in such registration as provided above in this Section 1(e) does not agree to the terms of any such underwriting, such person shall be excluded therefrom by written notice from the Company, the underwriter or the Initiating Holders. The Holder, and the securities so excluded owned by such person(s) shall also be withdrawn from registration. Any Registrable Securities or other securities excluded or withdrawn from such underwriting shall also be withdrawn from such registrationregistration (the "WITHDRAWN SECURITIES"). If shares there are so withdrawn from the registration any Withdrawn Securities and if the number of shares to be included in such registration there was previously reduced as a result of marketing factors pursuant to this Section 1.2(d)an Underwriter's Cutback, then the Company Company, if permitted by the underwriter, shall offer to all holders who have retained rights to include securities in the registration the right to include additional securities in the registration in an aggregate amount equal to the number of shares so Withdrawn Securities that would have been included in the registration after giving effect to the Underwriter's Cutback had such securities not been withdrawn, with such shares to be allocated among such Holders holders requesting additional inclusion in accordance with Section 1.138.

Procedures. If the Company shall request inclusion in any registration pursuant to Section 1.2 of securities being sold for its own account, or if other persons shall request inclusion in any such registration, the Initiating Holders shall, on behalf of all Holders, offer to include such securities in the underwriting (if applicable) and may condition such offer on their acceptance of the further applicable provisions of this Section 1 (including Section 1.12). If the registration involves an underwriting, the The Company shall (together with all Holders and other persons proposing to distribute their securities through an such underwriting) enter into an underwriting agreement in customary form with the representative of the underwriter or underwriters selected for such underwriting by a majority in interest of the Initiating Holdersinitiating Holder(s), which underwriters are reasonably acceptable to the Company. If the Company shall request inclusion in any registration pursuant to Section 7.1 of securities being sold for its own account, or if other persons shall request inclusion in any registration pursuant to Section 7.1, the initiating Holder(s) shall, on behalf of all Holders, offer to include such securities in the underwriting and may condition such offer on their acceptance of the further applicable provisions of this Section 7 (including Section 7.10). Notwithstanding any other provision of this Section 1.27.1, if the representative of the underwriters advises the Initiating Holders initiating Holder(s) in writing that marketing factors require a limitation on the number of shares to be underwritten, the number of shares to be included in the underwriting or registration shall be allocated as set forth in Section 1.13 hereof7.10. If a person who has requested inclusion in such registration as provided above does not agree to the terms of any such underwriting, such person shall be excluded therefrom by written notice from the Company, the underwriter or the Initiating Holdersinitiating Holder(s). The securities so excluded shall also be withdrawn from registration. Any Registrable Securities or other securities excluded or withdrawn from such underwriting shall also be withdrawn from such registration. If shares are so withdrawn from the registration and if the number of shares to be included in such registration was previously reduced as a result of marketing factors pursuant to this Section 1.2(d7.1(d), then the Company shall offer to all holders Holders who have retained rights to include securities in the 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 allocated among such Holders requesting additional inclusion in accordance with Section 1.137.10.

Procedures. If the Company shall request inclusion in any registration pursuant to this Section 1.2 1.3 of securities being sold for its own account, or if other persons shall request inclusion in any such registrationregistration pursuant to this Section 1.3, the Initiating Holders shall, on behalf of all Holders, offer to include such securities in the underwriting (if applicable) and may condition such offer on their acceptance of the further applicable provisions of this Section 1 (including including, without limitation, Section 1.121.14). If the registration involves an underwriting, the The Company shall (together with all Holders and or other persons proposing to distribute their securities through an such underwriting) enter into and perform its obligations under an underwriting agreement in customary form with the representative of the managing underwriter or underwriters selected for such underwriting by a majority in interest of the Initiating Holders, Holders (which underwriters are managing underwriter shall be reasonably acceptable to the Company). Notwithstanding any other provision of this Section 1.21.3, if the representative of the underwriters managing underwriter advises the Initiating Holders in writing that marketing factors require a limitation on of the number of shares to be underwritten, the number of shares to of Registrable Securities that may be included in the underwriting or registration shall be allocated among all participating Holders thereof, including the Initiating Holders, in proportion (as set forth nearly as practicable) to the amount of Registrable Securities owned by each participating Holder; provided, however, that the number of shares of Registrable Securities to be included in Section 1.13 hereofsuch underwriting shall not be reduced unless all other securities proposed to be included in such underwriting by the Company or other selling stockholders are first entirely excluded from the underwriting. If a any person who has requested inclusion in such registration as provided above does not agree to disapproves of the terms of any such the underwriting, such person shall be excluded therefrom by written notice from delivered by the Company, the underwriter Company or the Initiating Holdersmanaging underwriter. The Any Registrable Securities and/or other securities so excluded or withdrawn shall also be withdrawn from registration. Any Registrable Securities or other securities excluded or withdrawn from such underwriting shall also be withdrawn from such registration. If shares are so withdrawn from the registration and if the number of shares to be included in such registration was previously reduced as a result of marketing factors pursuant to this Section 1.2(d), then the Company shall offer to all holders who have retained rights to include securities in the 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 allocated among such Holders requesting additional inclusion in accordance with Section 1.13.

Procedures. If the Company shall request inclusion in any registration pursuant to Section 1.2 Sections 2.1(a) or 2.1(b) of securities being sold for its own account, or if other persons Persons shall request inclusion in any such registrationregistration pursuant to Sections 2.1(a) or 2.1(b), the Initiating Holders or the party making the BTI Demand shall, on behalf of all Holders, offer to include such securities in the underwriting (if applicable) and may condition such offer on their acceptance of the further applicable provisions of this Section 1 (including Section 1.12)2. If the registration involves an underwriting, the The Company shall (together with all Holders and other persons Persons proposing to distribute their securities through an such underwriting) enter into an underwriting agreement in customary form with the representative of the underwriter or underwriters selected for such underwriting by a majority in interest of the Initiating Holders, in the case of registrations pursuant to Section 2.1(a) or the entity making the BTI Demand, in the case of registrations pursuant to Section 2.1(b), which underwriters are reasonably acceptable to the Company. Notwithstanding any other provision of this Section 1.22.1(e), if the representative of the underwriters advises the Initiating Holders or the entity making the BTI Demand in writing that marketing factors require a limitation on the number of shares to be underwritten, the number of shares to be included in the underwriting or registration shall be allocated as set forth allocated: first, to the Holders of Registrable Securities pro rata based on the number of shares of Registrable Securities for which registration was requested; and second, to the Company for securities being sold for its own account; and finally, to the holders of other securities of the Company with registration rights pro rata based on the number of shares for which registration was requested. The Company shall not limit the number of Registrable Securities to be included in a registration statement pursuant to this Section 1.13 hereof2.1 in order to include shares held by Purchasers with no registration rights or any other shares of stock issued to employees, officers, directors or consultants pursuant to a stock option plan of the Company or in order to include in such registration securities registered for the Company's own account. If a person Person who has requested inclusion in such registration as provided above does not agree to the terms of any such underwriting, such person Person shall be excluded therefrom by written notice from the Company, the underwriter or underwriter, the Initiating Holders. The Holders or BTI, as the case may be, and the securities so excluded shall also be withdrawn from registration. Any Registrable Securities or other securities excluded or withdrawn from such underwriting shall also be withdrawn from such registration. If shares are so withdrawn from the registration and if the number of shares to be included in such registration was previously reduced as a result of marketing factors pursuant to this Section 1.2(d2.1(e), then the Company shall offer to all holders who have retained rights to include securities in the 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 allocated among such Holders requesting additional inclusion in accordance with this Section 1.132.1(e).

Procedures. If the Company shall request inclusion in any registration pursuant to Section 1.2 1.3 of securities being sold for its own account, or if other persons shall request inclusion in any such registrationregistration pursuant to Section 1.3, the Initiating Holders Investors shall, on behalf of all Holders, offer to include such securities in the underwriting (if applicable) offering and may condition such offer on their acceptance of the further applicable provisions of this Section 1 (including Section 1.121.13). If the registration involves an underwriting, the The Company shall (together with all Holders and other persons proposing to distribute their securities through an underwritingunderwritten offering) enter into an underwriting agreement in customary form with the representative of the underwriter or underwriters selected for such underwriting by a majority in interest of the Initiating HoldersInvestors, which underwriters are reasonably acceptable to the Company. Notwithstanding any other provision of this Section 1.21.3, if the representative of the underwriters advises the Initiating Holders Investors in writing that marketing factors require a limitation on the number of shares to be underwritten, the number of shares to be included in the underwriting or registration shall be allocated as set forth in Section 1.13 1.14 hereof. If a person who has requested inclusion in such registration as provided above does not agree to the terms of any such underwriting, such person shall be excluded therefrom by written notice from the Company, the underwriter or the Initiating HoldersInvestors. The securities so excluded shall also be withdrawn from registration. Any Registrable Securities or other securities excluded or withdrawn from such underwriting shall also be withdrawn from such registration. If shares are so withdrawn from the registration and if the number of shares to be included in such registration was previously reduced as a result of marketing factors pursuant to this Section 1.2(d1.3(e), then the Company shall offer to all holders who have retained rights to include securities in the 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 allocated among such Holders Investors requesting additional inclusion in accordance with Section 1.131.14.

Procedures. If the Company shall request inclusion in any registration pursuant to Section 1.2 of securities being sold for its own account, or if other persons shall request inclusion in any such registrationregistration pursuant to Section 1.2, the Initiating Holders shall, on behalf of all Holders, offer to include such securities in the underwriting (if applicable) and may condition such offer on their acceptance of the further applicable provisions of this Section 1 (including Section 1.121.13). If the registration involves an underwriting, the The Company shall (together with all Holders and other persons proposing to distribute their securities through an such underwriting) enter into an underwriting agreement in customary form with the representative of the underwriter or underwriters selected for such underwriting by a majority in interest of the Initiating Holders, which underwriters are reasonably acceptable to the Company. Notwithstanding any other provision of this Section 1.2, if the representative of the underwriters advises the Initiating Holders in writing that marketing factors require a limitation on the number of shares to be underwritten, then the Initiating Holders shall so advise all Holders of Registrable Securities which would otherwise be underwritten pursuant hereto, and the number of shares to of Registrable Securities that may be included in the underwriting or registration shall be allocated among all Holders thereof, including the Initiating Holders, in proportion (as set forth nearly as practicable) to the amount of Registrable Securities of the Company owned by each Holder; provided, however, that any such limitation or cut back shall first be applied to all shares proposed to be sold in Section 1.13 hereofsuch underwriting which are not Registrable Securities. If a person who has requested inclusion in such registration as provided above does not agree to the terms of any such underwriting, such person shall be excluded therefrom by written notice from the Company, the underwriter or the Initiating Holders. The securities so excluded shall also be withdrawn from registration. Any Registrable Securities or other securities excluded or withdrawn from such underwriting shall also be withdrawn from such registration. If shares are so withdrawn from the registration and if the number of shares to be included in such registration was previously reduced as a result of marketing factors pursuant to this Section 1.2(d), then the Company shall offer to all holders who have retained rights to include securities in the 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 allocated among such Holders requesting additional inclusion in accordance with Section 1.13.

Procedures. If the Company shall request inclusion in any registration pursuant to Section 1.2 5.1 of securities being sold for its own account, or if other persons shareholders shall request inclusion in any such registrationregistration pursuant to Section 5.1, the Initiating Holders shall, on behalf of all Holders, Guidant shall offer to include such securities in the underwriting (registration and the underwriting, if applicable) any, and may condition such offer on their acceptance of the further applicable provisions of this Section 1 (including Section 1.12)Article 5. If the registration involves an underwriting, the The Company shall (together with Guidant and all Holders and other persons proposing to distribute their securities through an underwritingshareholders) enter into an underwriting agreement in customary form with the representative of the underwriter or underwriters underwriters, if any, selected for such underwriting by a majority Guidant in interest of the Initiating Holders, which underwriters are reasonably acceptable to the Companyits discretion. Notwithstanding any other provision of this Section 1.25.1, if the representative of the underwriters underwriters, if any, advises the Initiating Holders Guidant in writing that marketing factors require a limitation on the number of shares to be underwritten, the number of shares to be included in the underwriting or registration shall be allocated as set forth in Section 1.13 hereoffirst, to Guidant and those other shareholders with pari passu registration rights (collectively, "Other Rights Holders"), with such allocation to be made among Guidant and the Other Rights Holders on a pro rata basis, second, to the Company, and third, to other shareholders (collectively, the "Junior Rights Holders") with registration rights junior to the rights of Guidant and the Other Rights Holders, with the number of shares to be included allocated among the Junior Rights Holders on a pro rata basis. If a person who has requested inclusion in such registration as provided above does not agree to the terms of any such underwriting, such person shall be excluded therefrom by written notice from the Company, the underwriter or the Initiating Holders. The securities so excluded shall also be withdrawn from registrationGuidant. Any Registrable Securities or other securities excluded or withdrawn from such underwriting shall also be withdrawn from such registration. If shares are so withdrawn from the registration and if the number of shares to be included in such registration was previously reduced as a result of marketing factors pursuant to this Section 1.2(d), then the Company shall offer to all holders who have retained rights to include securities in the 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 allocated among such Holders requesting additional inclusion in accordance with Section 1.13.

Procedures. If the Company shall request inclusion in any registration pursuant to Section 1.2 2.1 of securities being sold for its own account, or if other persons shall request inclusion in any such registrationregistration pursuant to Section 2.1, the Series A Initiating Holders, Series B Initiating Holders, Series C Initiating Holders, Series D Initiating Holders, Series E Initiating Holders, the Series F Initiating Holders or Series G Initiating Holders, as applicable, shall, on behalf of all Holders, offer to include such securities in the underwriting (if applicable) and may condition such offer on their acceptance of the further applicable provisions of this Section 1 2 (including Section 1.122.10). If the registration involves an underwriting, the The Company shall (together with all Holders and other persons proposing to distribute their securities through an such underwriting) enter into an underwriting agreement in customary form with the representative of the underwriter or underwriters selected for such underwriting by a majority in interest of the Series A Initiating Holders, Series B Initiating Holders, Series C Initiating Holders, Series D Initiating Holders, Series E Initiating Holders, the Series F Initiating Holders or the Series G Initiating Holders, as applicable, which underwriters are reasonably acceptable to the Company. Notwithstanding any other provision of this Section 1.2, if the representative of the underwriters advises the Initiating Holders in writing that marketing factors require a limitation on the number of shares to be underwritten, the number of shares to be included in the underwriting or registration shall be allocated as set forth in Section 1.13 hereof. If a person who has requested inclusion in such registration as provided above does not agree to the terms of any such underwriting, such person shall be excluded therefrom by written notice from the Company, the underwriter or the Series A Initiating Holders, Series B Initiating Holders, Series C Initiating Holders, Series D Initiating Holders, Series E Initiating Holders, the Series F Initiating Holders or the Series G Initiating Holders, as applicable. The securities so excluded shall also be withdrawn from registration. Any Registrable Securities or other securities excluded or withdrawn from in such underwriting manner shall also be withdrawn from such registration. If shares are so withdrawn from the registration and if the number of shares to be included in such registration was previously reduced as a result of marketing factors pursuant to this Section 1.2(d2.1(m), then the Company shall offer to all holders Holders who have retained rights to include securities in the 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 allocated among such Holders requesting additional inclusion in accordance with Section 1.132.1(l).

Procedures. If the Company shall request requests inclusion in any registration pursuant to Section 1.2 of securities being sold for its own account, or if other persons shall request inclusion in any such registrationregistration pursuant to Section 1.2, the Initiating Holders shall, on behalf of all Holders, offer to include such those securities in the underwriting (if applicable) and may condition such the offer on their acceptance of the further applicable provisions of this Section 1 (including Section 1.12). If the registration involves an underwriting, the The Company shall (together with all Holders and other persons proposing to distribute their securities through an the underwriting) enter into an underwriting agreement in customary form with the representative of the underwriter or underwriters selected for such the underwriting by a majority in interest of the Initiating Holders, which underwriters are reasonably acceptable to the Company. Notwithstanding any other provision of this Section 1.2, if the representative of the underwriters advises the Initiating Holders in writing that marketing factors require a limitation on the number Table of Contents of shares to be underwritten, the number of shares to be included in the underwriting or registration shall be allocated as set forth in Section 1.13 hereof1.13. If a person who has requested inclusion in such the registration as provided above does not agree to the terms of any such the underwriting, such then that person shall be excluded therefrom by written notice from the Company, the underwriter or the Initiating Holders. The securities so excluded shall also be withdrawn from registration. Any Registrable Securities or other securities excluded or withdrawn from such the underwriting shall also be withdrawn from such the registration. If shares are so withdrawn from the registration and if the number of shares to be included in such the registration was previously reduced as a result of marketing factors pursuant to this Section 1.2(d), then the Company shall offer to all holders who have retained rights to include securities in the registration the right to include additional securities in the registration in an aggregate amount equal to the number of shares so withdrawn, with such those shares to be allocated among such the Holders requesting additional inclusion in accordance with Section 1.13.

Procedures. If the Company other Persons shall request inclusion in any registration pursuant to Section 1.2 of securities being sold for its own account, or if other persons shall request inclusion in any such registration1.2, the Initiating Holders shall, on behalf of all Holders, offer to include such securities in the underwriting (if applicable) and may condition such offer on their acceptance of the further applicable provisions of this Section 1 (including Section 1.12). If the registration involves an underwriting, the The Company shall (together with all Holders and other persons Persons proposing to distribute their securities through an such underwriting) enter into an underwriting agreement in customary form with the representative of the underwriter or underwriters selected for such underwriting by the Company and shall be reasonably acceptable to a majority in interest of the Initiating Holders, which underwriters are reasonably acceptable to the Company. Notwithstanding any other provision of this Section 1.2, if the representative of the underwriters advises the Initiating Holders in writing that marketing factors require a limitation on the number of shares to be underwritten, the number of shares to be included in the underwriting or registration shall be allocated as set forth in Section 1.13 hereof. If a person Person who has requested inclusion in such registration as provided above does not agree to the terms of any such underwriting, such person Person shall be excluded therefrom by written notice from the Company, the underwriter or the Initiating Holders. The securities so excluded shall also be withdrawn from registration. Any Registrable Securities or other securities excluded or withdrawn from such underwriting shall also be withdrawn from such registration. If shares are so withdrawn from the registration and if the number of shares to be included in such registration was previously reduced as a result of marketing factors pursuant to this Section 1.2(d), then the Company shall offer to all holders Holders and other Persons who have retained rights to include securities in the 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 allocated among such Holders requesting additional inclusion in accordance with Section 1.13.

Procedures. If the Company shall request inclusion in any registration pursuant to Section 1.2 2.2 of securities being sold for its own account, or if other persons shall request inclusion in any such registrationregistration pursuant to Section 2.2, the Initiating Holders shall, on behalf of all Holders, offer to include such securities in the underwriting (if applicable) and may condition such offer on their acceptance of the further applicable provisions of this Section 1 2 (including Section 1.122.12). If the registration involves an underwriting, the The Company shall (together with all Holders and other persons proposing to distribute their securities through an such underwriting) enter into an underwriting agreement in customary form with the representative of the underwriter or underwriters selected for such underwriting by a majority in interest of the Initiating Holders, which underwriters are reasonably acceptable to the Company. Notwithstanding any other provision of this Section 1.22.2, if the representative of the underwriters advises the Initiating Holders in writing that marketing factors require a limitation on the number of shares to be underwritten, the number of shares to be included in the underwriting or registration shall be allocated as set forth in Section 1.13 2.13 hereof. If a person who has requested inclusion in such registration as provided above does not agree to the terms of any such underwriting, such person shall be excluded therefrom by written notice from the Company, the underwriter or the Initiating Holders. The securities so excluded shall also be withdrawn from registration. Any Registrable Securities or other securities excluded or withdrawn from such underwriting shall also be withdrawn from such registration. If shares are so withdrawn from the registration and if the number of shares to be included in such registration was previously reduced as a result of marketing factors pursuant to this Section 1.2(d2.2(d), then the Company shall offer to all holders Holders who have retained rights to include securities in the 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 allocated among such Holders requesting additional inclusion in accordance with Section 1.132.13.

Procedures. If the Company shall request inclusion in any registration pursuant to Section 1.2 of securities being sold for its own account, or if other persons shall request inclusion in any such registration, the Initiating Holders shall, on behalf of all Holders, offer to include such securities in the underwriting (if applicable) and may condition such offer on their acceptance of the further applicable provisions of this Section 1 (including Section 1.12). If the registration involves an underwriting, the The Company shall (together with all Holders and other persons proposing to distribute their securities through an such underwriting) enter into an underwriting agreement in customary form with the representative of the underwriter or underwriters selected for such underwriting by a majority in interest of the Initiating Holdersinitiating Holder(s), which underwriters are reasonably acceptable to the Company. If the Company shall request inclusion in any registration pursuant to Section 3.1 of securities being sold for its own ----------- account, or if other persons shall request inclusion in any registration pursuant to Section 3.1, the initiating Holder(s) shall, on behalf of all ----------- Holders, offer to include such securities in the underwriting and may condition such offer on their acceptance of the further applicable provisions of this Section 3 (including Section 3.9). Notwithstanding any other provision of this --------- ----------- Section 1.23.1, if the representative of the underwriters advises the Initiating Holders initiating ----------- Holder(s) in writing that marketing factors require a limitation on the number of shares to be underwritten, the number of shares to be included in the underwriting or registration shall be allocated as set forth in Section 1.13 3.9 ----------- hereof; provided that the Holder(s) exercising its demand registration rights -------- under this Section 3.1 shall first be entitled to register all of its securities ----------- subject to such request before any other person or entity shall be entitled to include securities in such offering. If a person who has requested inclusion in such registration as provided above does not agree to the terms of any such underwriting, such person shall be excluded therefrom by written notice from the Company, the underwriter or the Initiating Holdersinitiating Holder(s). The securities so excluded shall also be withdrawn from registration. Any Registrable Securities or other securities excluded or withdrawn from such underwriting shall also be withdrawn from such registration. If shares are so withdrawn from the registration and if the number of shares to be included in such registration was previously reduced as a result of marketing factors pursuant to this Section 1.2(d3.1(d), then the --------------- Company shall offer to all holders Holders who have retained rights to include securities in the 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 allocated among such Holders requesting additional inclusion in accordance with Section 1.13.3.9. -----------

Procedures. If Each Holder must agree to sell such Holder's Registrable Securities on the Company shall request inclusion in any registration pursuant to Section 1.2 of securities being sold for its own account, or if other persons shall request inclusion in any such registration, the Initiating Holders shall, on behalf of all Holders, offer to include such securities same basis provided in the underwriting (if applicable) arrangements approved by the Company and may condition to timely complete and execute all questionnaires, powers of attorney, indemnities, "standstill", "lock-up" and "holdback" agreements, underwriting agreements and other documents required under the terms of such offer on their acceptance of underwriting arrangements or by the further applicable provisions of this Section 1 (including Section 1.12)Commission or otherwise considered reasonable and appropriate under the circumstances by counsel for the Company or the underwriters. If the registration involves an underwriting, managing underwriter for any underwritten offering under the Company shall (together with Piggyback Registration Statement determines that inclusion of all Holders and other persons proposing to distribute their securities through an underwriting) enter into an underwriting agreement or any portion of the Registrable Securities in customary form with such offering would adversely affect the representative ability of the underwriter or underwriters selected for such underwriting by a majority in interest offering to sell all of the Initiating Holders, which underwriters are reasonably acceptable to the Company. Notwithstanding any other provision of this Section 1.2, if the representative of the underwriters advises the Initiating Holders in writing that marketing factors require a limitation on the number of shares securities requested to be underwrittenincluded for sale in such offering, the number of shares that may be sold in such offering shall be allocated first to the Company (or, if the offering is being made principally for the account of another Person, to such Person) and thereafter pro rata among the Holders who have requested that Registrable Securities be included in the underwriting or ("Selling Shareholders") and to any other shareholders holding applicable pre-existing contractual registration rights. Selling Shareholders shall be allocated as set forth in Section 1.13 hereof. If a person who has requested inclusion in such registration as provided above does not agree to the terms of any such underwriting, such person shall be excluded therefrom by written notice from the Company, the underwriter or the Initiating Holders. The securities so excluded shall also be withdrawn from registration. Any Registrable Securities or other securities excluded or withdrawn from such underwriting shall also be withdrawn from such registration. If shares are so withdrawn from the registration and if the number of shares to be included in such registration was previously reduced as a result of marketing factors pursuant to this Section 1.2(d), then the Company shall offer to all holders who have retained rights to include securities in the registration the right to include additional securities in withdraw their Registrable Securities from the registration in an aggregate amount equal Piggyback Registration Statement, but they may only do so during the time period and on terms agreed upon among the underwriters. Notwithstanding anything to the number contrary, no Piggyback Registration shall be permitted with respect to any registration of shares so withdrawnsecurities required as a condition to the closing of the Hi, with such shares to be allocated among such Holders requesting additional inclusion in accordance with Section 1.13Tiger Merger.

Procedures. If the Company shall request inclusion in any registration pursuant to this Section 1.2 1.3 of securities being sold for its own account, or if other persons shall request inclusion in any such registrationregistration pursuant to this Section 1.3, the Initiating Holders shall, on behalf of all Holders, offer to include such securities in the underwriting (if applicable) and may condition such offer on their acceptance of the further applicable provisions of this Section 1 (including without limitation Section 1.121.13). If the registration involves an underwriting, the The Company shall (together with all Holders and or other persons proposing to distribute their securities through an such underwriting) enter into and perform its obligations under an underwriting agreement in customary form with the representative of the managing underwriter or underwriters selected for such underwriting by a majority in interest of the Initiating Holders, Holders (which underwriters are managing underwriter shall be reasonably acceptable to the Company). Notwithstanding any other provision of this Section 1.21.3, if the representative of the underwriters managing underwriter advises the Initiating Holders in writing that marketing factors require a limitation on of the number of shares to be underwritten, the number of shares to be included in the underwriting or registration shall be allocated as set forth in Section 1.13 hereoffirst to the Holders and then to the Company and/or other persons. If a any person who has requested inclusion in such registration as provided above does not agree to disapproves of the terms of any such the underwriting, such person shall be excluded therefrom by written notice from delivered by the Company, the underwriter Company or the Initiating Holdersmanaging underwriter. The Any Registrable Securities and/or other securities so excluded or withdrawn shall also be withdrawn from registration. Any Registrable Securities or In no event will shares of any other securities excluded or withdrawn from such underwriting shall also be withdrawn from such registration. If shares are so withdrawn from the registration and if the number of shares to selling stockholder be included in such registration was previously reduced as a result of marketing factors pursuant to this Section 1.2(d), then the Company shall offer to all holders who have retained rights to include securities in the registration the right to include additional securities in the registration in an aggregate amount equal to that would reduce the number of shares so withdrawn, with such shares Registrable Securities which may be included by Holders without the written consent of Holders of not less than a majority of the Registrable Securities proposed to be allocated among such Holders requesting additional inclusion sold in accordance with Section 1.13the offering.

Procedures. If the Company shall request inclusion in any registration pursuant to Section 1.2 of securities being sold for its own account, or if other persons Holders shall request inclusion in any such registrationregistration pursuant to Section 1.2, the Initiating Holders shall, on behalf of all Holders, offer to include such securities in the underwriting (if applicable) and may condition such offer on their acceptance of the further applicable provisions of this Section 1 (including Section 1.12)1. If the registration involves an underwriting, the The Company shall (together with all Holders and other persons proposing to distribute their securities through an such underwriting) enter into an underwriting agreement in customary form with the representative of the underwriter or underwriters selected for such underwriting by a majority in interest of the Initiating Holders, which underwriters are underwriter(s) shall be reasonably acceptable to the Company. Notwithstanding any other provision of this Section 1.2, if the representative of the underwriters advises the Initiating Holders in writing that marketing factors require a limitation on the number of shares to be underwritten, the number of shares to be included in the underwriting or registration shall be allocated as set forth in Section 1.13 1.16 hereof. If a person Holder who has requested inclusion in such registration as provided above does not agree to the terms of any such underwriting, such person Holder shall be excluded therefrom by written notice from the Company, the underwriter or the Initiating Holders. The securities so excluded pursuant to Section 1.16 shall also be withdrawn from registration. Any Registrable Securities or other securities excluded or withdrawn from such underwriting shall also be withdrawn from such registration. If shares are so withdrawn from the registration and if the number of shares to be included in such registration was previously reduced as a result of marketing factors pursuant to this Section 1.2(d), then the Company shall offer to all holders Holders who have retained rights to include securities in the 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 allocated among such Holders requesting additional inclusion in accordance with Section 1.131.16.

Procedures. If the Company shall request inclusion in any registration pursuant to Section 1.2 of securities being sold for its own account, or if other persons shall request inclusion in any such registrationregistration pursuant to Section 1.2, the Initiating Holders shall, on behalf of all Holders, offer to include such securities in the underwriting (if applicable) and may condition such offer on their acceptance of the further applicable provisions of this Section 1 (including Section 1.12). If the registration involves an underwriting, the The Company shall (together with all Holders and other persons proposing to distribute their securities through an such underwriting) enter into an underwriting agreement in customary form with the representative of the underwriter or underwriters selected for such underwriting by a majority in interest of the Initiating Holders, which underwriters are reasonably acceptable to the Company. Notwithstanding any other provision of this Section 1.2, if the representative of the underwriters advises the Initiating Holders in writing that marketing factors require a limitation on the number of shares to be underwritten, the number of shares to be included in the underwriting or registration shall be allocated as set forth in Section 1.13 hereof. If a person who has requested inclusion in such registration as provided above does not agree to the terms of any such underwriting, such person shall be excluded therefrom by written notice from the Company, the underwriter or the Initiating Holders. The securities so excluded shall also be withdrawn from registration. Any Registrable Securities or other securities excluded or withdrawn from such underwriting shall also be withdrawn from such registration. If shares are so withdrawn from the registration and if the number of shares to be included in such registration was previously reduced as a result of marketing factors pursuant to this Section 1.2(d), then the Company shall offer to all holders who have retained rights to include securities in the 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 allocated among such Holders requesting additional inclusion in accordance with the provisions of Section 1.13.

Procedures. If the Company shall request inclusion in any registration pursuant to Section 1.2 3.1 of securities being sold for its own account, or if other persons shall request inclusion of securities held by them in any such registrationregistration pursuant to Section 3.1, the Initiating Holders shall, on behalf of all Holders, offer to include such securities in the underwriting (if applicable) and may condition such offer on their acceptance of the further applicable provisions of this Section 1 3 (including Section 1.123.11 below). If the registration involves an underwriting, the The Company shall (together with all Holders and other persons proposing to distribute their securities through an such underwriting) enter into an underwriting agreement in customary form with the representative of the underwriter or underwriters selected for such underwriting by a majority in interest of the Initiating HoldersHolders (subject to the approval of the Company, which underwriters are reasonably acceptable to the Companyapproval shall not be unreasonably withheld or delayed). Notwithstanding any other provision of this Section 1.23.1, if the representative of the underwriters advises the Initiating Holders in writing that marketing factors require a limitation on the number of shares to be underwritten, the number of shares to be included in the underwriting or registration shall be allocated as set forth in Section 1.13 hereof3.12 below. If a person who has requested inclusion in such registration as provided above does not agree to the terms of any such underwriting, such person shall be excluded therefrom by written notice from the Company, the underwriter underwriter(s) or the Initiating Holders. The securities so excluded shall also be withdrawn from registration. Any Registrable Securities or other securities excluded or withdrawn from such underwriting shall also be withdrawn from such registration. If shares are so withdrawn from the registration and if the number of shares to be included in such registration was previously reduced as a result of marketing factors pursuant to this Section 1.2(d3.1(d), then the Company shall offer to all holders who have retained rights to include securities in the 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 allocated among such Holders requesting additional inclusion in accordance with the provisions of Section 1.133.12 below.

Procedures. If the Company shall request inclusion in any registration pursuant to Section 1.2 of securities being sold for its own account, or if other persons shall request inclusion in any such registration, the Initiating Holders shall, on behalf of all Holders, offer to include such securities in the underwriting (if applicable) and may condition such offer on their acceptance of the further applicable provisions of this Section 1 (including Section 1.12). If the registration involves an underwriting, the The Company shall (together with all the Holders and other persons proposing who have elected to distribute their securities through an underwritingparticipate in such offering) enter into an underwriting agreement in customary form with the representative of the managing underwriter or underwriters selected for such underwriting by the Company, but subject to a majority in interest of the Initiating Holders, which underwriters are reasonably acceptable ’ reasonable approval. Notwithstanding anything herein to the Company. Notwithstanding any other provision of this Section 1.2contrary, if the representative of the underwriters managing underwriter advises the Initiating Holders Company in writing that marketing factors require a limitation on the number of shares to be underwritten, then the Company shall so advise all Holders and other holders of Company securities who have registration rights, and the number of shares that may be included in the registration and underwriting shall be allocated among the Holders in proportion, as nearly as practicable, to the respective amounts of Registrable Securities held by each of them at the time of filing the registration statement; provided that the number of Registrable Securities requested to be included in the underwriting or such registration shall be reduced only after all securities held by holders of the Company’s securities which are not Registrable Securities have been eliminated from such registration. No shares of Common Stock to be registered, which are not Registrable Securities, excluded from the underwriting by reason of the underwriter’s marketing limitation, shall be included in such registration. No Registrable Securities excluded from the underwriting by reason of the underwriter’s marketing limitation shall be included in such registration. To facilitate the allocation of shares in accordance with the above provisions, the Company or the underwriters may round the number of shares allocated as set forth in Section 1.13 hereofto any Holder to the nearest one hundred (100) shares. If a person who has requested inclusion in such registration as provided above does not agree to any Holder disapproves of the terms of any such the underwriting, such person shall be excluded may elect to withdraw therefrom by written notice from to the Company, the managing underwriter or and the Initiating Holders. The Registrable Securities and/or other securities so excluded withdrawn shall also be withdrawn from registration. Any , and such Registrable Securities or other securities excluded or withdrawn shall be withheld from such underwriting shall also be withdrawn from the market for a period of ninety (90) days after the effective date of such registration. If shares are so withdrawn from , or such other shorter period of time as the registration and if the number of shares to be included in such registration was previously reduced as a result of marketing factors pursuant to this Section 1.2(d), then the Company shall offer to all holders who have retained rights to include securities in the 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 allocated among such Holders requesting additional inclusion in accordance with Section 1.13.underwriters may require,

Procedures. If the Company shall request inclusion in any registration pursuant to Section 1.2 of securities being sold for its own account, or if other persons shall request inclusion in any such registration, the Initiating Holders shall, on behalf of all Holders, offer to include such securities in the underwriting (if applicable) and may condition such offer on their acceptance of the further applicable provisions of this Section 1 (including Section 1.12). If the registration involves an underwriting, the The Company shall (together with all Holders and other persons proposing to distribute their securities through an such underwriting) enter into an underwriting agreement in customary form with the representative of the underwriter or underwriters selected for such underwriting by a majority in interest of the Initiating Holders, which underwriters are reasonably acceptable to the Company. Notwithstanding any other provision of this Section 1.22.1, if the representative of the underwriters advises the Initiating Holders in writing that marketing factors require a limitation on the number of shares to be underwritten, the number of shares to be included in the underwriting or registration shall be allocated as set forth in Section 1.13 2.12 hereof. If a person who has requested inclusion in such registration as provided above does not agree to the terms of any such underwriting, such person shall be excluded therefrom by written notice from the Company, the underwriter or the Initiating Holders. The securities so excluded shall also be withdrawn from registration. Any Registrable Securities or other securities excluded or withdrawn from such underwriting shall also be withdrawn from such registration. If shares are so withdrawn from the registration and if the number of shares to be included in such registration was previously reduced as a result of marketing factors pursuant to this Section 1.2(d2.1(d), then the Company shall offer to all holders Holders who have retained rights to include securities in the 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 allocated among such Holders requesting additional inclusion in accordance with Section 1.132.12.

Procedures. If the Company shall request inclusion in any registration Registration pursuant to Section 1.2 2.4 hereof of securities being sold for its own account, or if other persons shall request inclusion in any such registrationRegistration pursuant to Section 2.4 hereof, the Initiating Holders shall, on behalf of all Holders, offer to include such securities in the underwriting (if applicable) and may condition such offer on their acceptance of the further applicable provisions of this Section 1 2 (including Section 1.122.9 hereof). If the registration involves an underwriting, the The Company shall (together with all Holders and other persons proposing to distribute their securities through an such underwriting) enter into an underwriting agreement in customary form with the representative of the underwriter or underwriters selected for such underwriting by a majority in interest of the Initiating Holders, which underwriters are reasonably acceptable to the Company; provided that any such underwriting agreement shall not impair the indemnification rights of the Holders granted under Section 2.8; and provided further, that the representations and warranties given by, and the other agreements on the part of, the Company to and for the benefit of the underwriter(s) shall also be made to and for the benefit of the Investors; and provided further, that the Company shall ensure that no underwriter(s) requires any Holder to make any representations or warranties to, or agreements with, any underwriter(s) in a Registration other than customary representations, warranties and agreements relating to such Holder's title to the Registrable Securities and authority to enter into the underwriting agreement. Notwithstanding any other provision of this Section 1.22.4, if the representative of the underwriters advises the Initiating Holders in writing that marketing factors require a limitation on the number of shares to be underwritten, the number of shares to be included in the underwriting or registration shall be allocated reduced as set forth required by the underwriters and the Company will include in Section 1.13 hereofsuch registration (i) first, the maximum number of Registrable Securities requested to be included therein, pro rata among the respective Holders thereof on the basis of the amount of Registrable Securities requested to be included in such registration by each such Holder, and (ii) second, the maximum amount of other securities requested to be included therein (including any by the Company), pro rata among the holders of such other securities on the basis of the number of shares requested to be included in such registration by each such holder. If a person who has requested inclusion in such registration as provided above does not agree to the terms of any such underwriting, such person shall be excluded therefrom by written notice from the Company, the underwriter or the Initiating Holders. The securities so excluded shall also be withdrawn from the registration. Any Registrable Securities or other securities excluded or withdrawn from such underwriting shall also be withdrawn from such registration. If shares are so withdrawn from the registration and if the number of shares to be included in such registration was previously reduced as a result of marketing factors pursuant to this Section 1.2(d)2.4, then the Company shall offer to all holders Holders who have retained rights to include securities in the 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 allocated among such Holders requesting additional inclusion in accordance with Section 1.13on a pro rata basis according to the number of Registrable Securities then outstanding held by each Holder requesting registration (including the Initiating Holders).

Procedures. If the Company shall request inclusion in any registration pursuant to Section 1.2 of securities being sold for its own account, or if other persons shall request inclusion in any such registration, the Initiating Holders shall, on behalf of all Holders, offer to include such securities in the underwriting (if applicable) and may condition such offer on their acceptance of the further applicable provisions of this Section 1 (including Section 1.12). If the registration involves an underwriting, the Company shall (together with all Holders and other persons proposing to distribute their securities through an underwriting) enter into an underwriting agreement in customary form with the representative of the underwriter or underwriters selected for such underwriting by a majority in interest of the Initiating Holders, which underwriters are reasonably acceptable to the Company. Notwithstanding any other provision of this Section 1.22.3, if the representative of the underwriters managing underwriter(s) advises the Initiating Holders Company in writing that marketing factors require a limitation on the number of shares Common Shares to be underwritten, the number of shares that may be included in the underwriting shall be allocated (i) first, to the Company; (ii) second, to the Holders and the holders of similar piggyback registration rights outstanding as of the date of this Agreement on a pro rata basis based on the total number of Registrable Securities and other shares of Common Stock issued or issuable upon conversion of the Company's Series A Preferred Stock proposed to be included in the underwriting or registration by the Holders and such other stockholders; and (iii) third, to any stockholder of the Company (other than a Holder) on a pro rata basis; provided, however, that the aggregate value of the securities to be included in the registration by stockholders under clause (ii) above shall not be allocated as set forth reduced to less than thirty percent (30%) of the total value of all securities included in Section 1.13 hereofthe registration. The Company shall advise all holders of securities requesting registration of the number of securities that are entitled to be included in the registration pursuant to the preceding sentence. If a person who has requested inclusion in such registration as provided above any Holder does not agree to the terms of any such underwriting, such person he shall be excluded therefrom by written notice from the Company, the underwriter Company or the Initiating Holders. The securities so excluded shall also be withdrawn from registrationunderwriter. Any Registrable Securities or other securities excluded or withdrawn from such underwriting shall also be withdrawn from such registration. If shares securities are so withdrawn from the registration and or if the number of shares Registrable Securities to be included in such registration was previously reduced as a result of marketing factors pursuant to this Section 1.2(d)factors, then the Company shall then offer to all holders persons who have retained rights the right to include securities in the 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 allocated among such Holders the persons requesting additional inclusion in accordance with Section 1.13the allocation provisions of this paragraph.

Procedures. If the Company shall request inclusion in any registration pursuant to Section 1.2 of securities being sold for its own account, or if other persons shall request inclusion in any such registrationregistration pursuant to Section 1.2, the Initiating Holders shall, on behalf of all Holders, offer to include such securities in the underwriting (if applicable) and may condition such offer on their acceptance of the further applicable provisions of this Section 1 (including Section 1.12)1. If the registration involves an underwriting, the The Company shall (together with all Holders Holders, and other persons proposing to distribute their securities through an such underwriting) enter into an underwriting agreement in customary form with the representative of the underwriter or underwriters selected for such underwriting by a majority in interest of the Initiating Holders, which underwriters underwriter(s) are reasonably acceptable to the Company. Notwithstanding any other provision of this Section 1.2, if the representative of the underwriters advises the Initiating Holders in writing that marketing factors require a limitation on the number of shares to be underwritten, the number of shares to be included in the underwriting or registration shall be allocated among all Holders thereof, including the Initiating Holders, in proportion (as set forth nearly as possible) to the amount of Registration Securities owned by each Holder; provided, however, that the number of shares of Registrable Securities to be included in Section 1.13 hereofsuch underwriting shall not be reduced unless all other securities proposed to be sold by persons other than the Holders are first entirely excluded from the underwriting. If a the person who has requested inclusion in such registration as provided above does not agree to the terms of any such underwriting, such person shall be excluded therefrom by written notice from the Company, the underwriter or the Initiating Holders. The securities so excluded shall also be withdrawn from registration. Any Registrable Securities or other securities excluded or withdrawn from such underwriting shall also be withdrawn from such registration. If shares Registrable Securities are so withdrawn from the registration and if the number of shares Registrable Securities to be included in such registration was previously reduced as a result of marketing factors pursuant to this Section 1.2(d), then the Company shall offer to all holders Holders who have retained rights to include securities Registrable Securities in the registration the right to include additional securities Registrable Securities in the registration in an aggregate amount equal to the number of shares so withdrawn, with such shares to be allocated among such Holders requesting additional inclusion in accordance with Section 1.13preparation (as nearly as practicable) to the amount of Registrable Securities owned by such Holders.

Procedures. If the Company shall request inclusion in any ---------- registration pursuant to Section 1.2 of securities being sold for its own account, or if other persons shall request inclusion in any such registrationregistration pursuant to Section 1.2, the Initiating Holders shall, on behalf of all Holders, offer to include such securities in the underwriting (if applicable) and may condition such offer on their acceptance of the further applicable provisions of this Section 1 (including Section 1.12). If the registration involves an underwriting, the The Company shall (together with all Holders and other persons proposing to distribute their securities through an such underwriting) enter into an underwriting agreement in customary form with the representative of the underwriter or underwriters selected for such underwriting by a majority in interest of the Initiating Holders, which underwriters are reasonably acceptable to the Company. Notwithstanding any other provision of this Section 1.2, if the representative of the underwriters advises the Initiating Holders in writing that marketing factors require a limitation on the number of shares to be underwritten, then the Initiating Holders shall so advise all Holders of Registrable Securities which would otherwise be underwritten pursuant hereto, and the number of shares to of Registrable Securities that may be included in the underwriting or registration shall be allocated among all Holders thereof, including the Initiating Holders, in proportion (as set forth nearly as practicable) to the amount of Registrable Securities of the Company owned by each Holder; provided, however, that any such limitation or cut back shall first be applied to all shares proposed to be sold in Section 1.13 hereofsuch underwriting other than for the account of the Company which are not Registrable Securities and provided further that the shares of Founders Stock or other securities, if any, proposed to be registered shall be reduced prior to the exclusion of any other Registrable Securities in such offering. If a person who has requested inclusion in such registration as provided above does not agree to the terms of any such underwriting, such person shall be excluded therefrom by written notice from the Company, the underwriter or the Initiating Holders. The securities so excluded shall also be withdrawn from registration. Any Registrable Securities or other securities excluded or withdrawn from such underwriting shall also be withdrawn from such registration. If shares are so withdrawn from the registration and if the number of shares to be included in such registration was previously reduced as a result of marketing factors pursuant to this Section 1.2(d), then the Company shall offer to all holders who have retained rights to include securities in the 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 allocated among such Holders requesting additional inclusion in accordance with Section 1.13.

Procedures. If the Company shall request inclusion in any registration pursuant to Section 1.2 1.3 of securities being sold for its own account, or if other persons shall request inclusion in any such registrationregistration pursuant to Section 1.3, the Initiating Holders shall, on behalf of all Holders, offer to include such securities in the underwriting (if applicable) and may condition such offer on their acceptance of the further applicable provisions of this Section 1 (including Section 1.121.13). If the registration involves an underwriting, the The Company shall (together with all Holders and other persons proposing to distribute their securities securi­ties through an such underwriting) enter into an underwriting agreement in customary form with the representative of the underwriter or underwriters selected for such underwriting by a majority in interest of the Initiating Holders, which underwriters are reasonably acceptable to the Company. Notwithstanding any other provision of this Section 1.21.3, if the representative of the underwriters advises the Initiating Holders in writing that marketing factors require a limitation on the number of shares to be underwritten, the number of shares to be included in the underwriting or registration registra­tion shall be allocated as set forth in Section 1.13 1.14 hereof. If a person who has requested inclusion inclu­sion in such registration as provided above does not agree to the terms of any such underwriting, such person shall be excluded therefrom by written notice from the Company, the underwriter or the Initiating Holders. The securities so excluded shall also be withdrawn from registration. Any Registrable Securities or other securities excluded or withdrawn from such underwriting shall also be withdrawn from such registration. If shares are so withdrawn from the registration and if the number of shares to be included in such registration was previously reduced as a result of marketing factors pursuant to this Section 1.2(d1.3(d), then the Company shall offer to all holders Holders who have retained rights to include securities in the 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 allocated allo­cated among such Holders requesting additional inclusion in accordance with Section 1.131.14.

Procedures. If the Company shall request inclusion in any registration pursuant to Section 1.2 of securities being sold for its own account, or if other persons shall request inclusion in any such registration, the Initiating Holders shall, on behalf of all Holders, offer to include such securities in the underwriting (if applicable) and may condition such offer on their acceptance of the further applicable provisions of this Section 1 (including Section 1.12). If the registration involves an underwriting, the Company shall (together with all Holders and other persons proposing to distribute their securities through an underwriting) enter into an underwriting agreement in customary form with the representative of the underwriter or underwriters selected for such underwriting by a majority in interest of the Initiating Holders, which underwriters are reasonably acceptable to the Company. Notwithstanding any other provision of this Section 1.21.3, if the representative of the underwriters managing underwriter(s) advises the Initiating Holders Company in writing that marketing factors require a limitation on the number of shares Shares to be underwritten, the managing underwriter(s) may (subject to the limitations set forth below) exclude all Registrable Securities from, or limit the number of shares Registrable Securities to be included in, the registration and underwriting. The Company may limit, to the extent so advised by the managing underwriter(s), the amount of securities to be included in the underwriting or registration shall by the Company's shareholders (including the Holders); provided, however, that the aggregate value of securities (including Registrable Securities) to be allocated as set forth in Section 1.13 hereof. If a person who has requested inclusion included in such registration as provided above by the Holders may not be so reduced to less than thirty-three percent (33%) of the total value of all securities included in such registration. If any Holder does not agree to the terms of any such underwriting, such person he shall be excluded therefrom by written notice from the Company, the underwriter Company or the Initiating Holders. The securities so excluded shall also be withdrawn from registrationunderwriter. Any Registrable Securities or other securities excluded or withdrawn from such underwriting shall also be withdrawn from such registration. If shares securities are so withdrawn from the registration and if the number of shares Shares of Registrable Securities to be included in such registration was previously reduced as a result of marketing factors pursuant to this Section 1.2(d)factors, then the Company shall then offer to all holders persons who have retained rights the right to include securities in the 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 allocated among such Holders the persons requesting additional inclusion in accordance with this Section 1.131.3 hereof.

Procedures. If the Company shall request inclusion ---------- in any registration pursuant to this Section 1.2 3.1 of securities being sold for its own account, or if other persons shall request inclusion in any such registrationregistration pursuant to this Section 3.1, the Initiating Holders shall, on behalf of all Holders, offer to include such securities in the underwriting (if applicable) and may condition such offer on their acceptance of the further applicable provisions of this Section 1 (including Section 1.12)3. If the registration involves an underwriting, the The Company shall (together with all Holders and other persons proposing to distribute their securities through an such underwriting) enter into an underwriting agreement in customary form with the representative of the underwriter or underwriters selected for such underwriting by a majority in interest of the Initiating Holders, which underwriters are reasonably acceptable to the Company. Notwithstanding any other provision of this Section 1.23.1, if the representative of the underwriters advises the Initiating Holders in writing that marketing factors require a limitation on the number of shares to be underwritten, the number of shares to be included in the underwriting or registration shall be allocated as set forth in Section 1.13 3.12 hereof. If a person who has requested inclusion in such registration as provided above does not agree to the terms of any such underwriting, such person shall be excluded therefrom by written notice from the Company, the underwriter or the Initiating Holders. The securities so excluded shall also be withdrawn from registration. Any Registrable Securities or other securities excluded or withdrawn from such underwriting shall also be withdrawn from such registration. If shares are so withdrawn from the registration and if the number of shares to be included in such registration was previously reduced as a result of marketing factors pursuant to this Section 1.2(d3.1(d), then the Company shall offer to all holders who have retained rights to include securities in the 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 allocated among such Holders requesting additional inclusion in accordance with Section 1.133.12.

Procedures. If In any registration pursuant to this Section 7.3, if the Company shall request inclusion in any registration pursuant to Section 1.2 of securities being to be sold for its own account, or if other persons entitled to incidental registrations shall request inclusion in any such registrationregistration pursuant to this Section 7.3, subsection (a)(i) above, the Initiating Holders shall, on behalf of all Holdersholders of Registrable Securities, offer to include such securities in the underwriting (if applicable) and may condition such offer on their the acceptance by the Company or such other persons of the further applicable provisions of this Section 1 (including Section 1.12)Article VII. If the registration involves an underwriting, the The Company shall (together with all Holders and such other persons proposing to distribute their securities through an such underwriting) enter into an underwriting agreement in customary form with the representative of the underwriter or underwriters selected for such underwriting by a majority in interest of the Initiating HoldersCompany, which underwriters are reasonably acceptable to a majority of the CompanyInitiating Holders. Notwithstanding any other provision of this Section 1.2Section, if the representative of the underwriters advises the Initiating Holders in writing that marketing factors require a limitation on of the number of shares to be underwrittenneed for an Underwriter's Cutback, the number of shares to be included in the underwriting or registration shall be allocated as set forth in Section 1.13 7.10 hereof. If a person who has requested inclusion in such registration as provided above in this Subsection (e) does not agree to the terms of any such underwriting, such person shall be excluded therefrom by written notice from the Company, the underwriter or the Initiating Holders. The , and the securities so excluded owned by such person(s) shall also be withdrawn from registration. Any Registrable Securities or other securities excluded or withdrawn from such underwriting shall also be withdrawn from such registrationregistration (the "Withdrawn Securities"). If shares there are so withdrawn from the registration any Withdrawn Securities and if the number of shares to be included in such registration there was previously reduced as a result of marketing factors pursuant to this Section 1.2(d)an Underwriter's Cutback, then the Company shall offer to all holders who have retained rights to include securities in the registration the right to include additional securities in the registration in an aggregate amount equal to the number of shares so Withdrawn Securities that would have been included in the registration after giving effect to the Underwriter's Cutback had such securities not been withdrawn, with such shares to be allocated among such Holders requesting additional inclusion in accordance with Section 1.137.10.

Procedures. If the Company shall request inclusion in any registration pursuant to Section 1.2 of securities being sold for its own account, or if other persons shall request inclusion in any such registrationregistration pursuant to Section 1.2, the Initiating Holders shall, on behalf of all Holders, offer to include such securities in the underwriting (if applicable) and may condition such offer on their acceptance of the further applicable provisions of this Section 1 (including Section 1.12). If the registration involves an underwriting, the The Company shall (together with all Holders and other persons proposing to distribute their securities through an such underwriting) enter into an underwriting agreement in customary form with the representative of the underwriter or underwriters selected for such underwriting by a majority in interest of the Initiating Holders, which underwriters are reasonably acceptable to the Company. Notwithstanding any other provision of this Section 1.2, if the representative of the underwriters advises the Initiating Holders in writing that marketing factors require a limitation on the number of shares to be underwritten, the number of shares to be included in the underwriting or registration shall be allocated as set forth in Section 1.13 hereof. If a person who has requested inclusion in such registration as provided above does not agree to the terms of any such underwriting, such person shall be excluded therefrom by written notice from the Company, the underwriter or the Initiating Holders. The securities so excluded shall also be withdrawn from registration. Any Registrable Securities or other securities excluded or withdrawn from such underwriting shall also be withdrawn from such registration. If shares are so withdrawn from the registration and if the number of shares to be included in such registration was previously reduced as a result of marketing factors pursuant to this Section 1.2(d), then the Company shall offer to all holders who have retained rights to include securities in the 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 allocated among such Holders requesting additional inclusion in accordance with Section 1.13.

Procedures. If the Company shall request inclusion in any registration pursuant to Section 1.2 of securities being sold for its own account, or if other persons shall request inclusion in any such registration, the Initiating Holders shall, on behalf of all Holders, offer to include such securities in the underwriting (if applicable) and may condition such offer on their acceptance of the further applicable provisions of this Section 1 (including Section 1.12). If the registration involves an underwriting, the The Company shall (together with all Holders and other persons Members proposing to distribute their securities through an such underwriting) enter into an underwriting agreement in customary form with the representative of the an underwriter or underwriters of recognized national standing selected for such underwriting by a majority in interest of the Initiating Holders, which underwriters are Company and reasonably acceptable to a majority of the Members proposing to distribute their securities through such underwriting. Subject to the following sentence, the Company may include in any Demand Registration any securities to be issued by the Company or held by any other holders of the Company's securities. Notwithstanding any other provision of this Section 1.22, if the representative of the underwriters managing underwriter advises the Initiating Holders Company in writing that that, in its opinion, marketing factors require a limitation on of the number of shares to be underwritten, the underwriter may limit the Registrable Securities and other securities to be distributed through such underwriting. The Company shall so advise all Persons distributing their securities through such underwriting of such limitation and the number of shares to of Registrable Securities and other securities that may be included in the registration (and underwriting or registration if any) shall be allocated (i) first, among all Series U Members and other Persons holding securities (except securities described in clause (iii)) in proportion, as set forth in Section 1.13 hereof. If a person who has requested inclusion in such registration nearly as provided above does not agree practicable, to the terms respective amounts of any such underwriting, such person shall be excluded therefrom by written notice from the Company, the underwriter or the Initiating Holders. The securities so excluded shall also be withdrawn from registration. Any Registrable Securities or other securities excluded or withdrawn from requested by such underwriting shall also be withdrawn from such registration. If shares are so withdrawn from Series U Members and other holders of the registration and if the number of shares Company's securities (except securities described in clause (iii)) to be included in such registration was previously reduced as a result of marketing factors pursuant statement and (ii) second, to this Section 1.2(d), then the securities the Company shall offer proposes to all holders who have retained sell in such registration and (iii) third, securities requested to be included in such registration by Persons, if any, whose rights to include securities piggyback registration provide that they are subordinate to the rights of the Series U Members. If any Series U Member who has requested inclusion in the registration as provided above disapproves of the right to include additional securities in terms of the registration in an aggregate amount equal underwriting, such Person shall provide written notice of such Person's disapproval to the number Company and the managing underwriter. Upon the receipt of shares so withdrawnsuch notice, with such shares to Person shall be allocated among such Holders requesting additional withdrawn from the underwriting. If all the Series U Members who had requested inclusion in a registration are withdrawn from the underwriting in accordance with Section 1.13this paragraph, the registration shall still be deemed to be a Demand Registration and the Series U Members shall not be entitled to request another registration, unless the Series A Members who had requested inclusion in such registration pay the Registration Expenses associated with such withdrawn registration.

Procedures. If the Company shall request inclusion in any registration pursuant to Section 1.2 of securities being sold for its own account, or if other persons shall request inclusion in any such registrationregistration pursuant to Section 1.2, the Initiating Holders shall, on behalf of all Holders, offer to include such securities in the underwriting (underwriting, if applicable) any, and may condition such offer on their acceptance of the further applicable provisions of this Section 1 agreement (including Section 1.121.11). If the registration involves an underwriting, the The Company shall (together with all Holders and other persons proposing to distribute their securities through an such underwriting) enter into an underwriting agreement in customary form containing such representations and warranties by the Company as are generally prevailing in agreements of this type, with the representative of the underwriter or underwriters selected for such underwriting by a majority in interest of the Initiating HoldersCompany, which underwriters are reasonably acceptable to the Companymajority in interest of the Initiating Holders. Notwithstanding In any such case, the Company shall allow the Holders of Registrable Shares and their counsel to participate in the negotiation of such underwriting agreement, and approve its terms, such approval not to be unreasonably withheld. Any such Holder of Registrable Shares shall not be required to make any representations or warranties to or agreements with the Company other than representations, warranties or agreements regarding such Holder, such Holder's Registrable Shares and such Holder's intended method of distribution and any other representation required by law or as reasonably requested by the underwriters. No Person may participate in any registration hereunder which is underwritten unless such Person (a) agrees to sell its securities on the basis provided in such underwriting agreements; and (b) completes and executes all questionnaires, powers of attorney (which may contain customary terms regarding the minimum price of the Registrable Shares to be sold in the subject offering), custody agreements, indemnities and other documents reasonably required under the terms of such underwriting agreements. Notwith- standing any other provision of this Section 1.2, if the representative of the underwriters advises the Initiating Holders in writing that marketing factors require a limitation on the number of shares to be underwritten, the number of shares to be included in the underwriting or registration shall be allocated as set forth in Section 1.13 1.12 hereof. If Subject to the above, if a person who has requested inclusion in such registration as provided above does not agree to the terms of any such underwriting, such person shall be excluded therefrom by written notice from the Company, the underwriter or the Initiating Holders. The securities so excluded shall also be withdrawn from registration. Any Registrable Securities or other securities excluded or withdrawn from such underwriting shall also be withdrawn from such registration. If shares are so withdrawn from the registration and if the number of shares to be included in such registration was previously reduced as a result of marketing factors pursuant to this Section 1.2(d), then the Company shall offer to all holders who have retained rights to include securities in the 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 allocated among such Holders requesting additional inclusion in accordance with Section 1.131.12.

Procedures. If the Company shall request inclusion in any registration pursuant to Section 1.2 of securities being sold for its own account, or if other persons shall request inclusion in any such registrationregistration pursuant to Section 1.2, the Initiating Holders shall, on behalf of all Holders, offer to include such securities in the underwriting (if applicable) and may condition such offer on their acceptance of the further applicable provisions of this Section 1 (including Section 1.121.11). If the registration involves an underwriting, the The Company shall (together with all Holders and other persons proposing to distribute their securities through an such underwriting) enter into an underwriting agreement in customary form with the representative of the underwriter or underwriters selected for such underwriting by a majority in interest of the Initiating Holders, which underwriters are reasonably acceptable to the Company. Notwithstanding any other provision of this Section 1.2, if the representative of the underwriters advises the Initiating Holders in writing that marketing factors require a limitation on the number of shares to be underwritten, then the Initiating Holders shall so advise all holders of Registrable Securities that would otherwise be underwritten, and the number of shares to be included in the underwriting or registration shall be allocated among all Holders thereof, including Initiating Holders, in proportion (as set forth nearly as practicable) to the amount of Registrable Securities of the Company requested for inclusion by such Holder; provided, however, that any such limitation or cut back shall first be applied to all shares proposed to be sold in Section 1.13 hereofsuch underwriting that are not Registrable Securities. If a person who has requested inclusion in such registration as provided above does not agree to the terms of any such underwriting, such person shall be excluded therefrom by written notice from the Company, the underwriter or the Initiating Holders. The securities so excluded shall also be withdrawn from registration. Any Registrable Securities or other securities excluded or withdrawn from such underwriting shall also be withdrawn from such registration. If shares are so withdrawn from the registration and if the number of shares to be included in such registration was previously reduced as a result of marketing factors pursuant to this Section 1.2(d), then the Company shall offer to all holders Holders who have retained rights to include securities in the 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 allocated among such Holders requesting additional inclusion in accordance with Section 1.131.12.

Procedures. If the Company BESC shall request inclusion in any registration pursuant to this Section 1.2 5.2 of securities being sold for its own account, or if other persons shall request inclusion in any such registrationregistration pursuant to this Section 5.2, the Initiating Holders shall, on behalf of all Holders, offer to include such securities in the underwriting (if applicable) and may condition such offer on their acceptance of the further applicable provisions of this Section 1 Article V (including Section 1.125.12). If the registration involves an underwriting, the Company BESC shall (together with all Holders Holders, and other persons proposing to distribute their securities through an such underwriting) enter into an underwriting agreement in customary form with the representative of the underwriter or underwriters selected for such underwriting by a majority in interest of the Initiating Holders, which underwriters underwriter(s) are reasonably acceptable to the CompanyBESC. Notwithstanding any other provision of this Section 1.25.2, if the representative of the underwriters advises the Initiating Holders in writing that marketing factors require a limitation on the number of shares to be underwritten, the number of shares to be included in the underwriting or registration shall be allocated as set forth in Section 1.13 5.13 hereof. If a the person who has requested inclusion in such registration as provided above does not agree to the terms of any such underwriting, such person shall be excluded therefrom by written notice from the CompanyBESC, the underwriter or the Initiating Holders. The securities so excluded shall also be withdrawn from registration. Any Registrable Securities or other securities excluded or withdrawn from such underwriting shall also be withdrawn from such registration. If shares are so withdrawn from the registration and if the number of shares to be included in such registration was previously reduced as a result of marketing factors pursuant to this Section 1.2(d5.2(d), then the Company BESC shall offer to all holders who have retained rights to include securities in the 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 allocated among such Holders requesting additional inclusion in accordance with Section 1.135.13.

Procedures. If the Company shall request inclusion in any registration pursuant to Section 1.2 3 of securities being sold for its own account, or if other persons shall request inclusion in any such registrationregistration pursuant to Section 3, the Initiating Holders shall, on behalf of all Holders, offer to include such securities in the underwriting (if applicable) and may condition such offer on their acceptance of the further applicable provisions of this Section 1 (including Section 1.12)Agreement. If the registration involves an underwriting, the The Company shall (together with all Holders and other persons proposing to distribute their securities through an such underwriting) enter into an underwriting agreement in customary form with the representative of the underwriter or underwriters selected for such underwriting by a majority in interest of the Initiating Holders, which underwriters are reasonably acceptable to the Company. Notwithstanding any other provision of this Section 1.23, if the representative of the underwriters advises the Initiating Holders in writing that marketing factors require a limitation on the number of shares to be underwritten, the number of shares to be included in the underwriting or registration shall be allocated as set forth in Section 1.13 10 hereof. If a person who has requested inclusion in such registration as provided above does not agree to the terms of any such underwriting, such person shall be excluded therefrom by written notice from the Company, the underwriter or the Initiating Holders. The securities so excluded shall also be withdrawn from registration. Any Registrable Securities or other securities excluded or withdrawn from such underwriting shall also be withdrawn from such registration. If shares are so withdrawn from the registration and if the number of shares to be included in such registration was previously reduced as a result of marketing factors pursuant to this Section 1.2(d)3.4, then the Company shall offer to all holders who have retained rights to include securities in the 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 allocated among such Holders requesting additional inclusion in accordance with Section 1.1310.

Procedures. If the Company shall request inclusion in any registration pursuant to Section 1.2 of securities being sold for its own account, account or if other persons shall request inclusion in any such registrationregistration pursuant to Section 1.2, the Initiating Holders shall, on behalf of all Holders, shall offer to include such securities in the underwriting (if applicable) on behalf of all Holders and may condition such offer on their acceptance of the further applicable provisions of this Section 1 (including Section 1.12). If the registration involves an underwriting, the The Company shall (together with all Holders and other persons proposing to distribute their securities through an such underwriting) shall enter into an underwriting agreement in customary form with the representative of the underwriter or underwriters selected for such underwriting by a majority in interest of the Initiating Holders, which underwriters are shall be reasonably acceptable to the Company. Notwithstanding any other provision of this Section 1.2, if the representative of the underwriters advises the Initiating Holders in writing that marketing factors require a limitation on the number of shares to be underwrittenunderw itten, the number of shares to be included in the underwriting or registration shall be allocated as set forth in Section 1.13 hereof. If a person who has requested inclusion in such registration as provided above does not agree to the terms of any such underwriting, such person shall shall, be excluded therefrom by written notice from the Company, the underwriter or the Initiating Holders. The securities so excluded shall also be withdrawn from registration. Any Registrable Securities or other securities so excluded or withdrawn from such underwriting shall also be withdrawn from such registration. If shares are so withdrawn from the registration and if the number of shares to be included in such registration was previously reduced as a result of marketing factors pursuant to this Section 1.2(d), then the Company shall offer to all holders Holders who have retained rights to include securities in the registration the right to include additional securities in the registration in an aggregate amount equal to the number of shares so do withdrawn, with such shares to be allocated among such Holders requesting additional inclusion in accordance with Section 1.13.

Procedures. If the Company shall request inclusion in any registration pursuant to Section 1.2 of securities being sold for its own account, or if other persons shall request inclusion in any such registrationregistration pursuant to Section 1.2, the Initiating Holders shall, on behalf of all Holders, offer to include such securities in the underwriting (underwriting, if applicable) any, and may condition such offer on their acceptance of the further applicable provisions of this Section 1 (including Section 1.121.11). If the registration involves an underwriting, the The Company shall (together with all Holders and other persons proposing to distribute their securities through an such underwriting) enter into an underwriting agreement in customary form with the representative of the underwriter or underwriters selected for such underwriting by a majority in interest of the Initiating HoldersCompany, which underwriters are reasonably acceptable to the Companymajority in interest of the Initiating Holders. Notwithstanding any other provision of this Section 1.2, if the representative of the underwriters advises the Initiating Holders in writing that marketing factors require a limitation on the number of shares to be underwritten, the number of shares to be included in the underwriting or registration shall be allocated as set forth in Section 1.13 1.12 hereof. If a person who has requested inclusion in such registration as provided above does not agree to the terms of any such underwriting, such person shall be excluded therefrom by written notice from the Company, the underwriter or the Initiating Holders. The securities so excluded shall also be withdrawn from registration. Any Registrable Securities or other securities excluded or withdrawn from such underwriting shall also be withdrawn from such registration. If shares are so withdrawn from the registration and if the number of shares to be included in such registration was previously reduced as a result of marketing factors pursuant to this Section 1.2(d), then the Company shall offer to all holders who have retained rights to include securities in the 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 allocated among such Holders requesting additional inclusion in accordance with Section 1.131.12.

Procedures. If the Company shall request inclusion in any registration pursuant to this Section 1.2 8.2 of securities being sold for its own account, or if other persons shall request inclusion in any such registrationregistration pursuant to Section 8.2, the Initiating Holders shall, on behalf of all Holders, offer to include such securities in the any underwriting (if applicable) and may condition such offer on their acceptance of the further applicable provisions of this Section 1 (including Section 1.12)8. If the registration involves an underwriting, the The Company shall (together with all Holders and other persons proposing to distribute their securities through an such underwriting) enter into an underwriting agreement in customary form with the representative of the underwriter or underwriters selected for such underwriting by a majority in interest of the Initiating Registering Holders, which underwriters are reasonably acceptable to the Company. Such agreement shall include, without limitation, customary indemnities reasonably requested by the underwriter. Notwithstanding any other provision of this Section 1.28.2, if the representative of the underwriters advises the Initiating Registering Holders in writing that marketing factors require a limitation on the number of shares to be underwritten, the number of shares to be included in the underwriting or registration shall be allocated as set forth in Section 1.13 8.9 hereof. If a person who has requested inclusion in such registration as provided above does not agree to the terms of any such underwriting, such person shall be excluded therefrom by written notice from the Company, the underwriter or the Initiating Registering Holders. The securities so excluded shall also be withdrawn from registration. Any Registrable Securities or other securities excluded or withdrawn from such underwriting shall also be withdrawn from such registration. If shares are so withdrawn from the registration and or if the number of shares to be included in such registration was previously reduced as a result of marketing factors pursuant to this Section 1.2(d), then the Company shall offer to all holders who have retained rights to include securities in 8.2(c) and as a result the registration the right to include can accommodate additional securities in the registration in an aggregate amount equal to the number of shares so withdrawn, with such shares to be allocated among such Holders requesting additional inclusion in accordance with Section 1.13.Registrable Securities,

Procedures. If the Company shall request inclusion in any registration pursuant to Section 1.2 of securities being sold for its own account, or if other persons shall request inclusion in any such registration, the Initiating Holders shall, on behalf of all Holders, offer to include such securities in the underwriting (if applicable) and may condition such offer on their acceptance of the further applicable provisions of this Section 1 (including Section 1.12). If the registration involves an underwriting, the The Company shall (together with all Holders and other persons proposing to distribute their securities through an such underwriting) enter into an underwriting agreement in customary form with the representative of the underwriter or underwriters selected for such underwriting by a majority in interest of the Initiating Holdersinitiating Holder(s), which underwriters are reasonably acceptable to the Company. If the Company shall request inclusion in any registration pursuant to Section 3.1 of securities being sold for its own ----------- account, or if other persons shall request inclusion in any registration pursuant to Section 3.1, the initiating Holder(s) shall, on behalf of all ----------- Holders, offer to include such securities in the underwriting and may condition such offer on their acceptance of the further applicable provisions of this Section 3 (including Section 3.10). Notwithstanding any other provision of --------- ------------ this Section 1.23.1, if the representative of the underwriters advises the Initiating Holders ----------- initiating Holder(s) in writing that marketing factors require a limitation on the number of shares to be underwritten, the number of shares to be included in the underwriting or registration shall be allocated as set forth in Section 1.13 3.11 ------------ hereof. If a person who has requested inclusion in such registration as provided above does not agree to the terms of any such underwriting, such person shall be excluded therefrom by written notice from the Company, the underwriter or the Initiating Holdersinitiating Holder(s). The securities so excluded shall also be withdrawn from registration. Any Registrable Securities or other securities excluded or withdrawn from such underwriting shall also be withdrawn from such registration. If shares are so withdrawn from the registration and if the number of shares to be included in such registration was previously reduced as a result of marketing factors pursuant to this Section 1.2(d3.1(d), then the Company shall offer to all holders -------------- Holders who have retained rights to include securities in the 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 allocated among such Holders requesting additional inclusion in accordance with Section 1.13.3.11. ------------

Procedures. If the Company shall request inclusion in any registration pursuant to Section 1.2 of securities Common Stock being sold for its own account, or if other persons shall request inclusion of their Common Stock in any such registrationregistration pursuant to Section 1.2, the Initiating Holders shall, on behalf of all Holders, offer to include such securities may be included in the underwriting (if conditioned on the Company or such other shareholders, as applicable) and may condition , agreeing to participate in such offer on their acceptance of registration as the further applicable provisions of terms set forth in this Section 1 (including Section 1.12). If the registration involves an underwriting, the The Company shall (together with all Holders and other persons proposing to distribute their securities through an such underwriting) enter into an underwriting agreement in customary form with the representative of the underwriter or underwriters selected for such underwriting by a majority in interest of the Initiating Holders, which underwriters are reasonably acceptable to the Company. Notwithstanding any other provision of this Section 1.2, if the representative of the underwriters advises the Initiating Holders Company in writing that marketing factors require a limitation on the number of shares to be underwritten, then the Company shall so advise all Holders of Registrable Securities and other securities which would otherwise be underwritten pursuant hereto, and the number of shares to of Registrable Securities that may be included in the underwriting or registration shall be allocated among all Holders thereof, including the Initiating Holders, in proportion (as set forth in Section 1.13 hereofnearly as practicable) to the amount of Registrable Securities of the Company owned by each Holder; provided, however, that no Registrable Securities shall be excluded from such underwriting until all other securities of the Company and any other shareholders are first excluded. If a person who has requested inclusion in such registration as provided above does not agree to the terms of any such underwriting, such person shall be excluded therefrom by written notice from the Company, the underwriter or the Initiating Holders. The securities so excluded shall also be withdrawn from registration. Any Registrable Securities or other securities excluded or withdrawn from such underwriting shall also be withdrawn from such registration. If shares are so withdrawn from the registration and if the number of shares to be included in such registration was previously reduced as a result of marketing factors pursuant to this Section 1.2(d), then the Company shall offer to all holders who have retained rights to include securities in the 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 allocated among such Holders requesting additional inclusion in accordance with Section 1.13.

Procedures. If the Company shall request inclusion in any registration pursuant to Section 1.2 of securities being sold for its own account, or if other persons shall request inclusion in any such registration, the Initiating All Holders shall, on behalf of all Holders, offer to include such securities in the underwriting (if applicable) and may condition such offer on their acceptance of the further applicable provisions of this Section 1 (including Section 1.12). If the registration involves an underwriting, the Company shall (together with all Holders and other persons proposing to distribute their securities through an underwriting will (together with the Company proposing to distribute its securities through such underwriting) enter into an underwriting agreement in customary form with the representative of the underwriter or underwriters (the “Underwriter”) selected for such underwriting by the Company, subject to approval of the holders of a majority in interest of the Initiating Holders, which underwriters are reasonably acceptable to the Company. Notwithstanding any other provision of this Section 1.2, if the representative of the underwriters advises the Initiating Holders Underwriter, in writing its sole discretion, determines that marketing factors require a limitation on the number of shares to be underwritten, the Underwriter may (subject to the allocation priority set forth below) limit the number of shares Registrable Securities to be included in the registration and underwriting. The Company will so advise all Holders of securities requesting registration, and the number of shares of securities that are entitled to be included in the registration and underwriting or registration shall will be allocated as set forth pro rata among such Holders on the basis of all Registrable Securities then held by such Holders, provided, however, that the number of shares of Registrable Securities to be included in Section 1.13 hereofsuch underwriting shall not be reduced unless all other securities are first entirely excluded from the underwriting. If a person who has requested inclusion in such registration as provided above does not agree to any Holder disapproves of the terms of any such underwriting, such person shall be excluded Holder may elect to withdraw therefrom by written notice from to the Company, Company and the underwriter or the Initiating Holders. The securities so excluded shall also be withdrawn from registrationUnderwriter. Any Registrable Securities or other securities excluded or withdrawn from such underwriting shall also will be withdrawn from such registration. If shares are so withdrawn from the registration and if the number of shares to be included in such registration was previously reduced as a result of marketing factors pursuant to this Section 1.2(d), then the Company shall offer to all holders who have retained rights to include securities in the 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 allocated among such Holders requesting additional inclusion in accordance with Section 1.13.

Procedures. If the Company shall request inclusion in any ---------- registration pursuant to Section 1.2 1.3 of securities being sold for its own account, or if other persons shall request inclusion in any such registrationregistration pursuant to Section 1.3, the Initiating Holders shall, on behalf of all Holders, offer to include such securities in the underwriting (if applicable) and may condition such offer on their acceptance of the further applicable provisions of this Section 1 (including Section 1.121.13). If the registration involves an underwriting, the The Company shall (together with all Holders and other persons proposing to distribute their securities through an such underwriting) enter into an underwriting agreement in customary form with the representative of the underwriter or underwriters selected for such underwriting by a majority in interest of the Initiating Holders, which underwriters are reasonably acceptable to the Company. Notwithstanding any other provision of this Section 1.21.3, if the representative of the underwriters advises the Initiating Holders in writing that marketing factors require a limitation on the number of shares to be underwritten, the number of shares to be included in the underwriting or registration shall be allocated as set forth in Section 1.13 1.14 hereof. If a person who has requested inclusion in such registration as provided above does not agree to the terms of any such underwriting, such person shall be excluded therefrom by written notice from the Company, the underwriter or the Initiating Holders. The securities so excluded shall also be withdrawn from registration. Any Registrable Securities or other securities excluded or withdrawn from such underwriting shall also be withdrawn from such registration. If shares are so withdrawn from the registration and if the number of shares to be included in such registration was previously reduced as a result of marketing factors pursuant to this Section 1.2(d1.3(d), then the Company shall offer to all holders Holders who have retained rights to include securities in the 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 allocated among such Holders requesting additional inclusion in accordance with Section 1.131.14.

Procedures. If Stockholders or the Company DCI Stockholders shall request inclusion in any registration pursuant to this Section 1.2 of securities being sold for its own account, or if other persons shall request inclusion in any such registration1.2, the Initiating Holders shall, on behalf of all Holders, Company shall offer to include such securities in the underwriting (if applicable) and may condition such offer on their its acceptance of the further applicable provisions of this Section 1 (including Section 1.121.12 hereof). If the registration involves an underwriting, the The Company shall (together with all Holders and other persons proposing to distribute their securities through an underwritingStockholders) enter into an underwriting agreement in customary form with the representative of the underwriter or underwriters selected by the Company for such underwriting by a majority in interest of the Initiating Holders, which underwriters are reasonably acceptable to the Companyunderwriting. Notwithstanding any other provision of this Section 1.2, if the representative of the underwriters advises the Initiating Holders Investor in writing that marketing factors require a limitation on the number of shares to be underwritten, the number of shares to be included in the underwriting or registration shall be allocated as set forth in Section 1.13 1.12 hereof. If a person who has requested inclusion in such registration as provided above does not agree to the terms of any such underwriting, such person shall be excluded therefrom by written notice from the Company, the underwriter Company or the Initiating Holders. The securities so excluded shall also be withdrawn from registrationunderwriter. Any Registrable Securities or other securities excluded or withdrawn from such underwriting shall also be withdrawn from such registration. If shares are so withdrawn from the registration and if the number of shares to be included in such registration was previously reduced as a result of marketing factors pursuant to this Section 1.2(d1.2(c), then the Company shall offer to all holders Stockholders who have retained rights to include securities in the 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 allocated among such Holders Stockholders requesting additional inclusion in accordance with Section 1.131.12 hereof.

Procedures. If the Company shall request inclusion in any registration pursuant to Section 1.2 of securities being sold for its own account, or if other persons shall request inclusion in any such registrationregistration pursuant to Section 1.2, the Initiating Holders shall, on behalf of all Holders, offer to include such securities in the underwriting (if applicable) registration, and may condition such offer on their acceptance of the further applicable provisions of this Section Article 1 (including Section 1.121.2). If the such registration involves be an underwritingunderwritten firm-commitment offering, the Company shall (together with all Holders and other persons proposing to distribute their securities through an such underwriting) enter into an underwriting agreement in customary form with the representative of the underwriter or underwriters selected for such underwriting by a majority in interest of the Initiating Holders, which underwriters are reasonably acceptable to the Company. Notwithstanding any other provision of this Section 1.2, if the representative of the underwriters advises the Initiating Holders in writing that marketing factors require a limitation on the number of shares to be underwritten, the number of shares to be included in the underwriting or registration shall be allocated as set forth in Section 1.13 1.12 hereof. If a person who has requested inclusion in such registration as provided above does not agree to the terms of any such underwriting, such person shall be excluded therefrom by written notice from the Company, the underwriter or the Initiating Holders. The securities so excluded shall also be withdrawn from registration. Any Registrable Securities or other securities excluded or withdrawn from such underwriting shall also be withdrawn from such registration. If shares are so withdrawn from the registration and if the number of shares to be included in such registration was previously reduced as a result of marketing factors pursuant to this Section 1.2(d), then the Company shall offer to all holders who have retained rights to include securities in the 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 allocated among such Holders holders requesting additional inclusion in accordance with Section 1.131.12.

Procedures. If the Company shall request inclusion in any ---------- registration pursuant to Section 1.2 1.3 of securities being sold for its own account, or if other persons shall request inclusion in any such registrationregistration pursuant to Section 1.3, the Initiating Holders shall, on behalf of all Holders, offer to include such securities in the underwriting (if applicable) and may condition such offer on their acceptance of the further applicable provisions of this Section 1 (including Section 1.121.13). If the registration involves an underwriting, the The Company shall (together with all Holders and other persons proposing to distribute their securities through an such underwriting) enter into an underwriting agreement in customary form with the representative of the underwriter or underwriters selected for such underwriting by a majority in interest of the Initiating Holders, which underwriters are reasonably acceptable to the Company. Notwithstanding any other provision of this Section 1.21.3, if the representative of the underwriters advises the Initiating Holders in writing that marketing factors require a limitation on the number of shares to be underwritten, the number of shares to be included in the underwriting or registration shall be allocated as set forth in Section 1.13 1.14 hereof. If a person who has requested inclusion in such registration as provided above does not agree to the terms of any such underwriting, such person shall be excluded therefrom by written notice from the Company, the underwriter or the Initiating Holders. The securities so excluded shall also be withdrawn from registration. Any Registrable Securities or other securities excluded or withdrawn from such underwriting shall also be withdrawn from such registration. If shares are so withdrawn from the registration and if the number of shares to be included in such registration was previously reduced as a result of marketing factors pursuant to this Section 1.2(d1.3(d), then the Company shall offer to all holders who have retained rights to include securities in the 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 allocated among such Holders requesting additional inclusion in accordance with Section 1.131.14.

Procedures. If the Company shall request inclusion in any registration pursuant to Section 1.2 of securities being sold for its own account, or if other persons shall request inclusion in any such registrationregistration pursuant to Section 1.2, the Initiating Holders shall, on behalf of all Holders, offer to include such securities in the underwriting (if applicable) and may condition such offer on their acceptance of the further applicable provisions of this Section 1 (including Section 1.12). If the registration involves an underwriting, the The Company shall (together with all Holders and other persons proposing to distribute their securities through an such underwriting) enter into an underwriting agreement in customary form with the representative of the underwriter or underwriters selected for such underwriting by a majority in interest of the Initiating Holders, which underwriters are reasonably acceptable to the Company. Notwithstanding any other provision of this Section 1.2, if the representative of the underwriters advises the Initiating Holders in writing that marketing factors require a limitation on the number of shares to be underwritten, the number of shares to be included in the underwriting or registration shall be allocated as set forth in Section 1.13 hereof. If a person who has requested inclusion in such registration as provided above does not agree to the terms of any such underwriting, such person shall be excluded therefrom by written notice from the Company, the underwriter or the Initiating Holders. The securities so excluded shall also be withdrawn from registration. Any Registrable Securities or other securities excluded or withdrawn from such underwriting shall also be withdrawn from such registration. If shares are so withdrawn from the registration and if the number of shares to be included in such registration was previously reduced as a result of marketing factors pursuant to this Section 1.2(d), then the Company shall offer to all holders Holders who have retained rights to include securities in the 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 allocated among such Holders requesting additional inclusion in accordance with Section 1.13, provided, however, that the number of shares of Registrable Securities to be included in such underwriting and registration will not be reduced unless all other securities of Company (not including securities to be issued as part of the offering) are first entirely excluded from the underwriting and registration, and provided further, that in no event will the number of Registrable Securities to be included in any such registration be reduced below 30% of the shares included in the registration. Any Registrable Securities excluded and withdrawn from such underwriting will be withdrawn from the registration.

Procedures. If the Company shall request inclusion in any registration pursuant to Section 1.2 of securities being sold for its own account, or if other persons shall request inclusion in any such registration, the Initiating Holders shall, on behalf of all Holders, offer to include such securities in the underwriting (if applicable) and may condition such offer on their acceptance of the further applicable provisions of this Section 1 (including Section 1.12). If the registration involves an underwriting, the The Company shall (together with all Holders and other persons Members proposing to distribute their securities through an such underwriting) enter into an underwriting agreement in customary form with the representative of the an underwriter or underwriters of recognized national standing selected for such underwriting by a majority in interest of the Initiating Holders, which underwriters are Company and reasonably acceptable to a majority of the Members proposing to distribute their securities through such underwriting. Subject to the following sentence, the Company may include in any Demand Registration any securities to be issued by the Company or held by any other holders of the Company's securities. Notwithstanding any other provision of this Section 1.22, if the representative of the underwriters managing underwriter advises the Initiating Holders Company in writing that that, in its opinion, marketing factors require a limitation on of the number of shares to be underwritten, the underwriter may limit the Registrable Securities and other securities to be distributed through such underwriting. The Company shall so advise all Persons distributing their securities through such underwriting of such limitation and the number of shares to of Registrable Securities and other securities that may be included in the registration (and underwriting or registration if any) shall be allocated (i) first, among all Series S Members and other Persons holding securities (except securities described in clause (iii)) in proportion, as set forth in Section 1.13 hereof. If a person who has requested inclusion in such registration nearly as provided above does not agree practicable, to the terms respective amounts of any such underwriting, such person shall be excluded therefrom by written notice from the Company, the underwriter or the Initiating Holders. The securities so excluded shall also be withdrawn from registration. Any Registrable Securities or other securities excluded or withdrawn from requested by such underwriting shall also be withdrawn from such registration. If shares are so withdrawn from Series S Members and other holders of the registration and if the number of shares Company's securities (except securities described in clause (iii)) to be included in such registration was previously reduced as a result of marketing factors pursuant statement and (ii) second, to this Section 1.2(d), then the securities the Company shall offer proposes to all holders who have retained sell in such registration and (iii) third, securities requested to be included in such registration by Persons, if any, whose rights to include securities piggyback registration provide that they are subordinate to the rights of the Series S Members. If any Series S Member who has requested inclusion in the registration as provided above disapproves of the right to include additional securities in terms of the registration in an aggregate amount equal underwriting, such Person shall provide written notice of such Person's disapproval to the number Company and the managing underwriter. Upon the receipt of shares so withdrawnsuch notice, with such shares to Person shall be allocated among such Holders requesting additional withdrawn from the underwriting. If all the Series S Members who had requested inclusion in a registration are withdrawn from the underwriting in accordance with Section 1.13this paragraph, the registration shall still be deemed to be a Demand Registration and the Series S Members shall not be entitled to request another registration, unless the Series A Members who had requested inclusion in such registration pay the Registration Expenses associated with such withdrawn registration.

Procedures. If the Company shall request inclusion in In connection with any registration pursuant to Section 1.2 of securities being sold for its own account, or if other persons shall request inclusion in any such registration, the Initiating Holders shall, on behalf of all Holders, offer to include such securities in the underwriting (if applicable) and may condition such offer on their acceptance of the further applicable provisions of Underwritten Offering under ---------- this Section 1 (including Section 1.12). If the registration involves an underwritingAgreement, the Company shall be entitled to select the Managing Underwriter or Underwriters. In connection with an Underwritten Offering contemplated by (together with all Holders a) in which a Selling Holder participates, each Selling Holder and other persons proposing the Company shall be obligated to distribute their securities through an underwriting) enter into an underwriting agreement that contains such representations, covenants, indemnities and other rights and obligations as are customary in customary form with underwriting agreements for firm commitment offerings of securities. No Selling Holder may participate in such Underwritten Offering unless such Selling Holder agrees to sell its Registrable Securities on the representative of the underwriter or underwriters selected for basis provided in such underwriting by a majority in interest agreement and completes and executes all questionnaires, powers of the Initiating Holdersattorney, which underwriters are indemnities and other documents reasonably acceptable to the Company. Notwithstanding any other provision of this Section 1.2, if the representative of the underwriters advises the Initiating Holders in writing that marketing factors require a limitation on the number of shares to be underwritten, the number of shares to be included in the underwriting or registration shall be allocated as set forth in Section 1.13 hereof. If a person who has requested inclusion in such registration as provided above does not agree to required under the terms of such underwriting agreement. Each Selling Holder may, at its option, require that any or all of the representations and warranties by, and the other agreements on the part of, the Company to and for the benefit of such underwriters also be made to and for such Selling Holder's benefit and that any or all of the conditions precedent to the obligations of such underwriters under such underwriting agreement also be conditions precedent to its obligations. No Selling Holder shall be required to make any representations or warranties to or agreements with the Company or the underwriters other than representations, warranties or agreements regarding such Selling Holder, its authority to enter into such underwriting agreement and to sell, and its ownership of, the securities being registered on its behalf, its intended method of distribution and any other representation required by Law. If any Selling Holder disapproves of the terms of an underwriting, such person shall be excluded Selling Holder may elect to withdraw therefrom by written notice from to the Company and the Managing Underwriter; provided, however, that such withdrawal must be made up to and including the time of pricing of such Underwritten Offering. No such withdrawal or abandonment shall affect the Company, the underwriter or the Initiating Holders. The securities so excluded shall also be withdrawn from registration. Any Registrable Securities or other securities excluded or withdrawn from such underwriting shall also be withdrawn from such registration. If shares are so withdrawn from the registration and if the number of shares 's obligation to be included in such registration was previously reduced as a result of marketing factors pursuant to this Section 1.2(d), then the Company shall offer to all holders who have retained rights to include securities in the 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 allocated among such Holders requesting additional inclusion in accordance with Section 1.13pay Registration Expenses.

Procedures. If the Company shall request inclusion in any registration pursuant to Section 1.2 of securities being sold for its own account, or if other persons shall request inclusion in any such registrationregistration pursuant to Section 1.2, the Initiating Holders shall, on behalf of all Holders, offer to include such securities in the underwriting (if applicable) and may condition such offer on their acceptance of the further applicable provisions of this Section 1 (including Section 1.12)1. If the registration involves an underwriting, the The Company shall (together with all Holders and other persons proposing to distribute their securities through an such underwriting) enter into an underwriting agreement in customary form with the representative of the underwriter or underwriters selected for such underwriting by a majority in interest of the Initiating Holders, which underwriters are reasonably acceptable to the Company. Notwithstanding any other provision of this Section 1.2, if the representative of the underwriters advises the Initiating Holders in writing that marketing factors require a limitation on the number of shares to be underwritten, the number of shares to be included in the underwriting or registration shall be allocated as set forth in Section 1.13 1.12 hereof. If a person who has requested inclusion in such registration as provided above does not agree to the terms of any such underwriting, such person shall be excluded therefrom by written notice from the Company, the underwriter or the Initiating Holders. The securities so excluded shall also be withdrawn from registration. Any Registrable Securities or other securities excluded or withdrawn from such underwriting shall also be withdrawn from such registration. If shares are so withdrawn from the registration and if the number of shares to be included in such registration was previously reduced as a result of marketing factors pursuant to this Section 1.2(d), then the Company shall offer to all holders Holders who have retained rights to include securities in the 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 allocated among such Holders requesting additional inclusion in accordance with Section 1.131.12.

Procedures. If the Company shall request inclusion in any ---------- registration pursuant to Section 1.2 of securities being sold for its own account, or if other persons shall request inclusion in any such registrationregistration pursuant to Section 1.2, the Initiating Holders shall, on behalf of all Holders, offer to include such securities in the underwriting (if applicable) and may condition such offer on their acceptance of the further applicable provisions of this Section 1 (including Section 1.12). If the registration involves an underwriting, the The Company shall (together with all Holders and other persons proposing to distribute their securities through an such underwriting) enter into an underwriting agreement in customary form with the representative of the underwriter or underwriters selected for such underwriting by a majority in interest of the Initiating Holders, which underwriters are reasonably acceptable to the Company. Notwithstanding any other provision of this Section 1.2, if the representative of the underwriters advises the Initiating Holders in writing that marketing factors require a limitation on the number of shares to be underwritten, then the Initiating Holders shall so advise all Holders of Registrable Securities which would otherwise be underwritten pursuant hereto, and the number of shares to of Registrable Securities that may be included in the underwriting or registration shall be allocated among all Holders thereof, including the Initiating Holders, in proportion (as set forth nearly as practicable) to the amount of Registrable Securities of the Company owned by each Holder; provided, however, that any such limitation or cut back shall first be applied to all shares proposed to be sold in Section 1.13 hereofsuch underwriting other than for the account of the Company which are not Registrable Securities and provided further that the shares of Founders Stock or other securities, if any, proposed to be registered shall be reduced prior to the exclusion of any other Registrable Securities in such offering . If a person who has requested inclusion in such registration as provided above does not agree to the terms of any such underwriting, such person shall be excluded therefrom by written notice from the Company, the underwriter or the Initiating Holders. The securities so excluded shall also be withdrawn from registration. Any Registrable Securities or other securities excluded or withdrawn from such underwriting shall also be withdrawn from such registration. If shares are so withdrawn from the registration and if the number of shares to be included in such registration was previously reduced as a result of marketing factors pursuant to this Section 1.2(d), then the Company shall offer to all holders who have retained rights to include securities in the 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 allocated among such Holders requesting additional inclusion in accordance with Section 1.13.

Procedures. If the Company shall request inclusion in any ---------- registration pursuant to Section 1.2 of securities being sold for its own account, or if other persons shall request inclusion in any such registrationregistration pursuant to Section 1.2, the Initiating Holders shall, on behalf of all Holders, offer to include such securities in the underwriting (if applicable) and may condition such offer on their acceptance of the further applicable provisions of this Section 1 (including Section 1.12). If the registration involves an underwriting, the The Company shall (together with all Holders and other persons proposing to distribute their securities through an such underwriting) enter into an underwriting agreement in customary form with the representative of the underwriter or underwriters selected for such underwriting by a majority in interest of the Initiating Holders, which underwriters are reasonably acceptable to the Company. Notwithstanding any other provision of this Section 1.2, if the representative of the underwriters advises the Initiating Holders in writing that marketing factors require a limitation on the number of shares to be underwritten, the number of shares to be included in the underwriting or registration shall be allocated as set forth in Section 1.13 hereof. If a person who has requested inclusion in such registration as provided above does not agree to the terms of any such underwriting, such person shall be excluded therefrom by written notice from the Company, the underwriter or the Initiating Holders. The securities so excluded shall also be withdrawn from registration. Any Registrable Securities or other securities excluded or withdrawn from such underwriting shall also be withdrawn from such registration. If shares are so withdrawn from the registration and if the number of shares to be included in such registration was previously reduced as a result of marketing factors pursuant to this Section 1.2(d), then the Company shall offer to all holders who have retained rights to include securities in the 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 allocated among such Holders requesting additional inclusion in accordance with Section 1.13.

Procedures. If the Company shall request inclusion in any registration pursuant to Section 1.2 4 of securities being sold for its own account, or if other persons shall request inclusion in any such registrationregistration pursuant to Section 4, the Initiating Holders shall, on behalf of all Holders, Common Shareholders shall offer to include such securities in the underwriting (if applicable) and may condition such offer on their acceptance of the further applicable provisions of this Section 1 (including Section 1.12)Agreement. If the registration involves an underwriting, the The Company shall (together with all Holders Common Shareholders and other persons proposing to distribute their securities through an such underwriting) enter into an underwriting agreement in customary form with the representative of the underwriter or underwriters selected for such underwriting by a majority in interest of the Initiating HoldersCommon Shareholders, which underwriters are reasonably acceptable to the Company. Notwithstanding any other provision of this Section 1.24, if the representative of the underwriters advises the Initiating Holders Common Shareholders in writing that marketing factors require a limitation on the number of shares to be underwritten, the number of shares to be included in the underwriting or registration shall be allocated as set forth in Section 1.13 11 hereof. If a person who has requested inclusion in such registration as provided above does not agree to the terms of any such underwriting, such person shall be excluded therefrom by written notice from the Company, the underwriter or the Initiating HoldersCommon Shareholders. The securities so excluded shall also be withdrawn from registration. Any Registrable Common Securities or other securities excluded or withdrawn from such underwriting shall also be withdrawn from such registration. If shares are so withdrawn from the registration and if the number of shares to be included in such registration was previously reduced as a result of marketing factors pursuant to this Section 1.2(d)4.4, then the Company shall offer to all holders who have retained rights to include securities in the 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 allocated among such Holders requesting additional inclusion in accordance with Section 1.1311.

Procedures. If For any underwritten registration pursuant to this Section 1.2, if the Company shall request inclusion in any registration pursuant to Section 1.2 of securities being sold for its own account, or if other persons shall request inclusion in any such registrationinclusion, the Initiating Holders shall, on behalf of all Holdersholders of Registrable Securities, offer to include such securities in the underwriting (if applicable) and may condition such offer on their acceptance of the further applicable provisions of this Section 1 1.2 (including Section 1.121.14). If the registration involves an underwriting, the The Company shall (together with all Holders holders of Registrable Securities and other persons proposing to distribute their securities through an such underwriting) enter into an underwriting agreement in customary form with the representative of the underwriter or underwriters selected for such underwriting by the holders of a majority in interest of the Initiating HoldersRegistrable Securities included in such registration, which underwriters are reasonably acceptable to the Company. Notwithstanding any other provision of this Section 1.2, if the representative of the underwriters advises the Initiating Holders in writing that marketing factors require a limitation on the number of shares to be underwritten, the number of shares to be included in the underwriting or registration shall be allocated as set forth in Section 1.13 1.15 hereof. If a person who has requested inclusion in such registration as provided above does not agree to the terms of any such underwriting, such person shall be excluded therefrom by written notice from the Company, the underwriter or the Initiating Holders. The securities so excluded shall also be withdrawn from registration. Any Registrable Securities or other securities excluded or withdrawn from such underwriting shall also be withdrawn from such registration. If shares are so withdrawn from the registration and if the number of shares to be included in such registration was previously reduced as a result of marketing factors pursuant to this Section 1.2(d), then the Company shall offer to all holders of Registrable Securities who have retained rights to include securities in the 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 allocated among such Holders holders of Registrable Securities requesting additional inclusion in accordance with Section 1.131.15.