Common use of Underwriting Requirements Clause in Contracts

Underwriting Requirements. In connection with any offering involving an underwriting of shares of the Company’s capital stock, the Company shall not be required under this Section 1.3 to include any of the Holders’ securities in such underwriting unless they accept the terms of the underwriting as agreed upon between the Company and the underwriters selected by the Company (or by other persons entitled to select the underwriters) and enter into an underwriting agreement in customary form with such underwriters, and then only in such quantity as the underwriters determine in their sole discretion will not jeopardize the success of the offering by the Company. If the total amount of securities, including Registrable Securities, requested by stockholders to be included in such offering exceeds the amount of securities sold other than by the Company that the underwriters determine in their sole discretion is compatible with the success of the offering, then the Company shall be required to include in the offering only that number of such securities, including Registrable Securities, that the underwriters determine in their sole discretion will not jeopardize the success of the offering. In no event shall any Registrable Securities be excluded from such offering unless all other stockholders’ securities have been first excluded. In the event that the underwriters determine that less than all of the Registrable Securities requested to be registered can be included in such offering, then the Registrable Securities that are included in such offering shall be apportioned pro rata among the selling Holders based on the number of Registrable Securities held by all selling Holders or in such other proportions as shall mutually be agreed to by all such selling Holders. Notwithstanding the foregoing, in no event shall the amount of securities of the selling Holders included in the offering be reduced below fifteen percent (15%) of the total amount of securities included in such offering, unless such offering is the Initial Offering, in which case the selling Holders may be excluded if the underwriters make the determination described above and no other stockholder’s securities (other than the Initiating Holders) are included in 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 and stockholders of such Holder, or the estates and family members of any such partners and retired partners and any trusts for the benefit of any of the foregoing persons shall be deemed to be a single “selling Holder,” and any pro rata reduction with respect to such “selling Holder” shall be based upon the aggregate amount of Registrable Securities owned by all such related entities and individuals.

Underwriting Requirements. In connection with any offering involving an underwriting of shares of the Company’s capital stock, the Company shall not be required under this Section 1.3 2.2 to include any of the Holders’ securities in such underwriting unless they accept the terms of the underwriting as agreed upon between the Company and the underwriters selected by the Company (or by other persons Persons entitled to select the underwriters) and enter into an underwriting agreement in customary form with such underwriters, and then only in such quantity as the underwriters determine in their sole discretion will not jeopardize the success of the offering by the Company. If the total amount of securities, including Registrable Securities, requested by stockholders to be included in such offering exceeds the amount of securities sold other than by the Company that the underwriters determine in their sole discretion is compatible with the success of the offering, then the Company shall be required to include in the offering only that number of such securities, including Registrable Securities, that the underwriters determine in their sole discretion will not jeopardize the success of the offering. In no event shall any Registrable Securities be excluded from such offering unless all other stockholders’ securities have been first excluded. In the event that the underwriters determine that less than all of the Registrable Securities requested to be registered can be included in such offering, then the Registrable Securities that are included in such offering shall be apportioned pro rata among the selling Holders based on the number of Registrable Securities held by all selling Holders or in such other proportions as shall mutually be agreed to by all such selling Holders. Notwithstanding the foregoing, in no event shall the amount of securities of the selling Holders included in the offering any Registrable Securities be reduced below fifteen percent (15%) of the total amount of securities included in such offering, unless excluded from such offering is unless all other stockholders’ securities have been first excluded from the Initial Offering, in which case the selling Holders may be excluded if the underwriters make the determination described above and no other stockholder’s securities (other than the Initiating Holders) are included in 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, members, retired partners and stockholders of such Holder, or the estates and family members of any such partners partners, members and retired partners and any trusts for the benefit of any of the foregoing persons Persons, or any Person who shares an investment advisor with the Holder, 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.

Underwriting Requirements. In connection with any offering involving an underwriting of shares of the Company’s capital stockshares, the Company shall not be required under this Section 1.3 2.2 to include any of the Rights Holders’ securities in such underwriting unless they accept the terms of the underwriting as agreed upon between the Company and the underwriters of internationally recognized standing selected by the Company it (or by other persons entitled to select the underwriters) and enter into an underwriting agreement in customary form with such underwriters), and then only in such quantity as the underwriters determine in their sole discretion will not jeopardize the success of the offering by the Company. If the total amount of securitiesthe Company Securities, including Registrable Securities, requested by stockholders shareholders to be included in such offering exceeds the amount of securities sold other than by the Company that the underwriters determine in their sole discretion is compatible with the success of the offering, then the Company shall be required to include in the offering only that number of such securitiesCompany Securities, including Registrable Securities, that which the underwriters determine in their sole discretion will not jeopardize the success of the offering. In no event shall any Registrable Securities be excluded from such offering unless all other stockholders’ (the securities have been first excluded. In the event that the underwriters determine that less than all of the Registrable Securities requested so included to be registered can be included in such offering, then the Registrable Securities that are included in such offering shall be apportioned pro rata among the selling Holders based on shareholders according to the number total amount of Registrable Securities held securities entitled to be included therein owned by all each selling Holders shareholder or in such other proportions as shall mutually be agreed to by all such selling Holders. Notwithstanding the foregoing, shareholders) but in no event shall (i) the amount of securities Registrable Securities of the selling Rights Holders included in the offering be reduced below fifteen twenty-five percent (1525%) of the total amount of securities the Registrable Securities included in such offering, unless such offering is the Initial Offering, in which case the selling Holders may be excluded if the underwriters make the determination described above and no or (ii) any other stockholder’s securities (Company Securities held by any shareholder other than the Initiating Holders) selling Rights Holders be included if any Registrable Securities held by any selling Rights Holders are excluded. For the avoidance of doubt, the rights of Rights Holders to be included in such offeringan offering shall be pari passu with each other. For purposes of the preceding sentence parenthetical concerning apportionment, for any selling stockholder that shareholder which is a Rights Holder of Registrable Securities and that or which is a venture capital fund, partnership or corporation, the partners, retired partners, the affiliated venture capital funds, partners, retired partners funds and stockholders shareholders of such Rights Holder, or the estates and family members of any such partners and retired partners and any trusts for the benefit of any of the foregoing persons shall be deemed to be a single “selling Holdershareholder,” and any pro pro-rata reduction with respect to such “selling Holdershareholder” shall be based upon the aggregate amount of Registrable Securities shares carrying registration rights owned by all such related entities and individualsindividuals included in such “selling shareholder,” as defined in this sentence. If any Rights Holder disapproves the terms of any underwriting, the Rights Holder may elect to withdraw therefrom by written notice to the Company and the underwriters delivered at least ten (10) days prior to the effective date of the registration statement. Any Registrable Securities excluded or withdrawn from the underwritten offering shall be withdrawn from the registration.

Underwriting Requirements. In connection with any offering pursuant to SECTION 1.3 involving an underwriting of shares of the Company’s 's capital stockstock by the Company, the Company shall not be required under this Section 1.3 to include any of the Holders’ ' securities in such underwriting unless they accept the terms of the underwriting as agreed upon between the Company and the underwriters selected by the Company it (or by other persons entitled to select the underwriters) and enter into an underwriting agreement in customary form with such underwriters), and then only in such quantity as the underwriters determine in their sole discretion will not jeopardize the success of the offering by the Company. If the total amount of securities, including Registrable Securities, requested by stockholders to be included in such offering exceeds the amount of securities sold other than by the Company that the underwriters determine in their sole discretion is compatible with the success of the offering, then the Company shall be required to include in the offering only that number of such securities, including Registrable Securities, that which the underwriters determine in their sole discretion will not jeopardize the success of the offering. In no event shall any Registrable Securities be excluded from such offering unless all other stockholders’ (the securities have been first excluded. In the event that the underwriters determine that less than all of the Registrable Securities requested so included to be registered can be included in such offering, then the Registrable Securities that are included in such offering shall be apportioned pro rata among the selling Holders based on stockholders according to the number total amount of Registrable Securities held securities entitled to be included therein owned by all each selling Holders stockholder, or in such other proportions as shall mutually be agreed to by all such selling Holders. Notwithstanding the foregoing, in no event shall the amount of securities of the selling Holders included in the offering be reduced below fifteen percent (15%) of the total amount of securities included in such offering, unless such offering is the Initial Offering, in which case the selling Holders may be excluded if the underwriters make the determination described above and no other stockholder’s securities (other than the Initiating Holders) are included in such offeringstockholders). For purposes of the preceding sentence parenthetical concerning apportionment, for any selling stockholder that which is a Holder holder of Registrable Securities and that which is a venture capital fundlimited liability company, partnership or corporation, the affiliated venture capital fundsmembers, partners, retired partners and stockholders of such Holderholder, or the estates and family members of any such members, partners and retired partners and any trusts for the benefit of any of the foregoing persons shall be deemed to be a single “"selling Holderstockholder,” " and any pro pro-rata reduction with respect to such “"selling Holder” stockholder" shall be based upon the aggregate amount of Registrable Securities shares carrying registration rights owned by all such related entities and individualsindividuals included in such "selling stockholder," as defined in this sentence.

Underwriting Requirements. In connection with any offering involving an underwriting of shares of the Company’s capital stock, the Company shall not be required under this Section 1.3 6.3 to include any of the Holders’ securities in such underwriting unless they accept the terms of the underwriting as agreed upon between the Company and the underwriters selected by the Company it (or by other persons entitled to select the underwriters) and enter into an underwriting agreement in customary form with such underwritersan underwriter or underwriters selected by the Company, and then only in such quantity as the underwriters determine in their sole discretion will not jeopardize the success of the offering by the Company. If the total amount of securities, including Registrable Securities, requested by stockholders to be included in such offering exceeds the amount of securities sold other than by the Company that the underwriters determine in their sole discretion is compatible with the success of the offering, then the Company shall be required to include in the offering only that number of such securities, including Registrable Securities, that the underwriters determine in their sole discretion will not jeopardize the success of the offering. In no event shall any Registrable Securities be excluded from such offering unless all other stockholders’ (the securities have been first excluded. In the event that the underwriters determine that less than all of the Registrable Securities requested so included to be registered can be included in such offering, then the Registrable Securities that are included in such offering shall be apportioned pro rata among the selling Holders based on according to the number total amount of Registrable Securities held securities entitled to be included therein owned by all each selling Holders Holder or in such other proportions as shall mutually be agreed to by all such selling Holders. Notwithstanding the foregoing), but in no event shall the amount of securities of the selling Holders included any shares being sold by a stockholder exercising a demand registration right similar to that granted in the offering be reduced below fifteen percent (15%) of the total amount of securities included in such offering, unless such offering is the Initial Offering, in which case the selling Holders may Section 6.2 be excluded if the underwriters make the determination described above and no other stockholder’s securities (other than the Initiating Holders) are included in from such offering. For purposes of the preceding sentence parenthetical 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 and stockholders of such Holder, or the estates and family members of any such partners and retired partners and any trusts for the benefit of any of the foregoing persons shall be deemed to be a single “selling Holder,” and any pro rata reduction with respect to such “selling Holder” shall be based upon the aggregate amount of Registrable Securities owned by all such related entities and individuals.

Underwriting Requirements. In connection with any offering involving an underwriting of shares of the Company’s capital stockstock pursuant to Section 2.2, the Company shall not be required under this Section 1.3 2.2 to include any of the Holders’ securities Registrable Securities in such underwriting unless they the Holders accept the terms of the underwriting as agreed upon between the Company and the underwriters selected by the Company it (or by other persons Persons entitled to select the underwriters) and enter into an underwriting agreement in customary form with such underwriters), and then only in such quantity as the underwriters determine in their sole discretion will not jeopardize the success of the offering by the Company. If the total amount of securities, including Registrable Securities, requested by stockholders to be included in such offering exceeds the amount of securities sold (other than by the Company Company) that the underwriters determine in their sole discretion is compatible with the success of the offering, then the Company shall be required to include in the offering only that number of such securities, including Registrable Securities, that which the underwriters and the Company determine in their sole discretion will not jeopardize the success of the offering. In no event shall any Registrable Securities be excluded from such offering unless all other stockholders’ (the securities have been first excluded. In the event that the underwriters determine that less than all of the Registrable Securities requested so included to be registered can be included in such offering, then the Registrable Securities that are included in such offering shall be apportioned pro rata among the selling Holders based on according to the number total amount of Registrable Securities held securities entitled to be included therein owned by all each selling Holders Holder or in such other proportions as shall mutually be agreed to by all such selling Holders. Notwithstanding the foregoing, ) but in no event shall the amount of securities of the selling Holders included in the offering be reduced below fifteen percent (15%) % of the total amount of securities included in such offering, unless (i) such offering is the Initial Offeringinitial public offering of the Company’s securities, or (ii) all other securities, other than securities sold by the Company, are entirely excluded from the offering; in which case case, the selling Holders may be excluded if the underwriters make the determination described above and no other stockholder’s securities (other than the Initiating Holders) are included in such offeringabove. For purposes of the preceding sentence parenthetical concerning apportionment, for any selling stockholder Holder that is a Holder holder of Registrable Securities and that is a venture capital fundpartnership, partnership limited liability company, or corporation, the affiliated venture capital fundspartners, members, retired partners, retired partners members, stockholders and stockholders Affiliates of such Holderholder, or the estates and family members of any such partners partners, retired partners, members and retired partners members and any trusts for the benefit of any of the foregoing persons Persons shall be deemed to be a single “selling Holder,” and any pro pro-rata reduction with respect to such “selling Holder” shall be based upon the aggregate amount of Registrable Securities shares carrying registration rights owned by all such related entities and individualsindividuals included in such “selling Holder,” as defined in this sentence.

Underwriting Requirements. In connection with the IPO pursuant to Section 2.1 and any offering involving an underwriting of shares of the Company’s capital stockstock pursuant to Section 2.2, the Company shall not be required under this Section 1.3 to include any of the Holders’ securities Registrable Securities in such underwriting unless they the Holders accept the terms of the underwriting as agreed upon between the Company and the underwriters selected by the Company (or by other persons entitled to select the underwriters) and enter into an underwriting agreement in customary form with such its underwriters, and then only in such quantity as the underwriters determine in their sole discretion determine will not jeopardize the success of the offering by the Company. If the total amount number of securities, including Registrable Securities, requested by stockholders to be included in such offering exceeds the amount number of securities to be sold (other than by the Company Company) that the underwriters determine in their sole reasonable discretion determine is compatible with the success of the offering, then the Company shall be required to include in the offering only that number of such securities, including Registrable Securities, that which the underwriters determine and the Company in their sole discretion determine will not jeopardize the success of the offering. In no event shall any Registrable Securities be excluded from such offering unless all other stockholders’ securities have been first excluded. In the event that If the underwriters determine that less than all of the Registrable Securities requested to be registered can be included in such offering, then the Registrable Securities that are included in such offering shall be apportioned pro rata allocated among the selling Selling Holders based on in proportion (as nearly as practicable) to the number of Registrable Securities held owned by all selling Holders each Selling Holder or in such other proportions as shall mutually be agreed to by all such selling Selling Holders. Notwithstanding To facilitate the foregoingallocation of shares in accordance with the above provisions, in no event shall the amount of securities of the selling Holders included in the offering be reduced below fifteen percent (15%) of the total amount of securities included in such offering, unless such offering is the Initial Offering, in which case the selling Holders may be excluded if Company or the underwriters make may round the determination described above and no other stockholder’s securities (other than number of shares allocated to any Holder to the Initiating Holders) are included in such offeringnearest 100 shares. For purposes of the preceding sentence provision in this Section 2.3 concerning apportionment, for any selling stockholder Selling Holder that is a Holder of Registrable Securities and that is a venture capital fundpartnership, partnership limited liability company, or corporation, the affiliated venture capital fundspartners, members, retired partners, retired partners members, stockholders, and stockholders Affiliates of such Holder, or the estates and family members Immediate Family Members of any such partners partners, retired partners, members, and retired partners members and any trusts for the benefit of any of the foregoing persons Persons, shall be deemed to be a single “selling Selling Holder,” , and any pro rata reduction with respect to such “selling Holder” Selling Holder shall be based upon the aggregate amount number of Registrable Securities owned by all Persons included in such related entities and individualsSelling Holder, as defined in this sentence.

Underwriting Requirements. In connection with any offering involving an underwriting of shares of the Company’s capital stock's Common Stock, the Company shall not be required under this Section 1.3 1.2 to include any of the Holders’ ' securities in such underwriting unless they accept the terms of the underwriting as agreed upon between the Company and the underwriters selected by the Company it (or by other persons entitled to select the underwriters) and enter into an underwriting agreement in customary form with such underwriters), and then only in such quantity as the underwriters determine in their sole discretion will not jeopardize the success of the offering by the Company. If the total amount of securities, including Registrable Securities, requested by stockholders to be included in such offering exceeds the amount of securities sold other than by the Company that the underwriters determine in their sole discretion is compatible with the success of the offering, then the Company shall be required to include in the offering only that number of such securities, including Registrable Securities, that which the underwriters determine in their sole discretion will not jeopardize the success of the offering. In no event shall any Registrable Securities be excluded from such offering unless all other stockholders’ (the securities have been first excluded. In the event that the underwriters determine that less than all of the Registrable Securities requested so included to be registered can be included in such offering, then the Registrable Securities that are included in such offering shall be first apportioned pro rata among the selling Holders based on stockholders other than the number Founders according to the total amount of Registrable Securities held securities entitled to be included therein owned by all each selling Holders stockholder other than the Founders or in such other proportions as shall mutually be agreed to by all such selling Holdersstockholders, and the remaining securities, if any, to be so apportioned between the Founders). Notwithstanding the foregoing, in no event shall the amount of securities As a result of the selling Holders immediately preceding sentence, no securities owned by a Founder shall be entitled to be included in the such offering be reduced below fifteen percent (15%) of unless the total amount of securities entitled to be included therein owned by each selling stockholder other than the Founders has not been reduced to less than the amount of Registrable Securities requested by such selling stockholders to be included in such offering, unless such offering is the Initial Offering, in which case the selling Holders may be excluded if the underwriters make the determination described above and no other stockholder’s securities (other than the Initiating Holders) are included in such offeringaccordance with Section 1.2. For purposes of the preceding sentence parenthetical concerning apportionment, for any selling stockholder that which is a Holder holder of Registrable Securities and that which is a venture capital fund, partnership or corporation, the affiliated venture capital funds, partners, retired partners and stockholders of such Holderholder, or the estates and family members of any such partners and retired partners and any trusts for the benefit of any of the foregoing persons shall be deemed to be a single “"selling Holder,” stockholder", and any pro pro-rata reduction with respect to such “"selling Holder” stockholder" shall be based upon the aggregate amount of Registrable Securities shares carrying registration rights owned by all such related entities and individualsindividuals included in such "selling stockholder," as defined in this sentence.

Underwriting Requirements. In connection with any offering involving an underwriting of shares of the Company’s 's capital stock, the Company shall not be required under this Section 1.3 to include any of the Holders’ Stockholder's securities in such underwriting unless they accept the Stockholder accepts the terms of the underwriting as agreed upon between the Company and the underwriters selected by the Company it (or by other persons entitled to select the underwriters) and enter into an underwriting agreement in customary form with such underwriters), and then only in such quantity as the underwriters determine in their sole discretion will not not, jeopardize the success of the offering by the Company. If the total amount of securities, including Registrable Securities, requested by stockholders to be included in such offering exceeds the amount of securities sold other than by the Company that the underwriters determine in their sole discretion is compatible with the success of the offering, then the Company shall be required to include in the offering only that number of such securities, including Registrable Securities, that which the underwriters determine in their sole discretion will not jeopardize the success of the offering. In no event shall any Registrable Securities be excluded from such offering unless all other stockholders’ (the securities have been first excluded. In the event that the underwriters determine that less than all of the Registrable Securities requested so included to be registered can be included in such offering, then the Registrable Securities that are included in such offering shall be apportioned pro rata among the selling Holders based on stockholders according to the number total amount of Registrable Securities held securities entitled to be included therein owned by all each selling Holders stockholder or in such other proportions as shall mutually be agreed to by all such selling Holders. Notwithstanding stockholders) but, except with respect to any one offering pursuant to Section 1.3 following the foregoingfirst such offering pursuant to Section 1.3 to occur after the closing date of the Merger, in no event shall the amount of securities of the selling Holders Stockholder included in the offering be reduced below fifteen twenty five percent (1525%) of the total amount of securities included in such offering, unless such offering is the Initial Offering, in which case the selling Holders may be excluded if the underwriters make the determination described above and no other stockholder’s securities (other than the Initiating Holders) are included in such offering. For purposes of the preceding sentence parenthetical concerning apportionment, for any selling stockholder that which is a Holder Stockholder of Registrable Securities and that which is a venture capital fund, partnership or corporation, the affiliated venture capital funds, partners, retired partners and stockholders of such HolderStockholder, or the estates and family members of any such partners and retired partners and any trusts for the benefit of any of the foregoing persons shall be deemed to be a single “"selling Holder,” stockholder", and any pro pro-rata reduction with respect to such “"selling Holder” stockholder" shall be based upon the aggregate amount of Registrable Securities shares carrying registration rights owned by all such related entities and individualsindividuals included in such "selling stockholder", as defined in this sentence.

Underwriting Requirements. In connection with any offering involving an underwriting of shares of the Company’s capital stock, the Company shall not be required under this Section 1.3 to include any of the Holders’ securities in such underwriting unless they accept the terms of the underwriting as agreed upon between the Company and the underwriters selected by the Company (or by other persons entitled to select the underwriters) and enter into an underwriting agreement in customary form with such underwriters, and then only in such quantity as the underwriters determine in their sole discretion will not jeopardize the success of the offering by the Company. If the total amount of securities, including Registrable Securities, requested by stockholders to be included in such offering exceeds the amount of securities sold other than by the Company that the underwriters determine in their sole discretion is compatible with the success of the offering, then the Company shall be required to include in the offering only that number of such securities, including Registrable Securities, that the underwriters determine in their sole discretion will not jeopardize the success of the offering. In no event shall any Registrable Securities be excluded from such offering unless all other stockholders’ securities have been first excludedexcluded and in no event shall any Registrable Securities that are Common Stock issued or issuable upon conversion of Voting Preferred Stock be excluded from such offering unless any Registrable Securities that are Investor Common Stock have first been excluded from such offering. In the event that the underwriters determine that less than all of the Registrable Securities requested to be registered can be included in such offering, then the Registrable Securities that are included in such offering shall be apportioned pro rata among the selling Holders based on the number of Registrable Securities held by all selling Holders or in such other proportions as shall mutually be agreed to by all such selling Holders. Notwithstanding the foregoing, in no event shall the amount of securities of the selling Holders included in the offering be reduced below fifteen percent (15%) of the total amount of securities included in such offering, unless such offering is the Initial Offering, in which case the selling Holders may be excluded if the underwriters make the determination described above and no other stockholder’s securities (other than the Initiating Holders) are included in 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 partnership, limited liability company or corporation, the affiliated venture capital funds, partners, retired partners partners, members, former members and stockholders of such Holder, or the estates and family members of any such partners and partners, retired partners partners, members, former members and any trusts for the benefit of any of the foregoing persons shall be deemed to be a single “selling Holder,” and any pro 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.

Underwriting Requirements. In connection with any offering involving an underwriting of shares of the Company’s 's capital stock, the Company shall not be required under this Section 1.3 to include any of the Holders’ ' securities in such underwriting unless they accept the terms of the underwriting as agreed upon between the Company and the underwriters selected by the Company it (or by other persons entitled to select the underwriters) and enter into an underwriting agreement in customary form with such underwritersunderwriters pursuant to Section 1.2), and then only in such quantity as the underwriters determine in their sole discretion will not jeopardize the success of the offering by the Company. If the total amount of securities, including Registrable Securities, requested by stockholders to be included in such offering exceeds the amount of securities sold other than by the Company that the underwriters determine in their sole discretion is compatible with the success of the offering, then the Company shall be required to include in the offering only that number of such securities, including Registrable Securities, that which the underwriters determine in their sole discretion will not jeopardize the success of the offering. In no event shall any Registrable Securities be excluded from such offering unless all other stockholders’ (the securities have been first excluded. In the event that the underwriters determine that less than all of the Registrable Securities requested so included to be registered can be included in such offering, then the Registrable Securities that are included in such offering shall be apportioned pro rata among the selling Holders based on stockholders according to the number total amount of Registrable Securities held securities entitled to be included therein owned by all each selling Holders Holder or in such other proportions as shall mutually be agreed to by all such selling Holders. Notwithstanding the foregoing, ) but in no event shall the amount of securities of the selling Holders included in the offering be reduced below fifteen twenty five percent (1525%) of the total amount of securities included in such offering, unless such offering is the Initial Offering, in which case the selling Holders may be excluded if the underwriters make the determination described above and no other stockholder’s securities (other than the Initiating Holders) are included in such offering. For purposes of the preceding sentence parenthetical concerning apportionment, for any selling stockholder that Holder which is a Holder of Registrable Securities and that is a venture capital fund, partnership or corporation, the affiliated venture capital funds, partners, retired partners and stockholders of such Holderholder, or the estates and family members of any such partners and retired partners and any trusts for the benefit of any of the foregoing persons shall be deemed to be a single “"selling Holder,” " and any pro pro-rata reduction with respect to such “"selling Holder” " shall be based upon the aggregate amount of Registrable Securities shares carrying registration rights owned by all such related entities and individualsindividuals included in such "selling Holder," as defined in this sentence.

Underwriting Requirements. In connection with any offering involving an underwriting of shares of the Company’s capital stockHoldings Common Stock, the Company Holdings shall not be required under this Section 1.3 9(a) to include any of the Holders’ securities of Executive in the registration of the securities to be included in such underwriting, or in such underwriting itself, unless they accept Executive accepts the terms of the underwriting as agreed upon between the Company Holdings and the underwriters selected by the Company (or by other persons entitled to select the underwriters) and enter into an underwriting agreement in customary form with such underwritersit, and then only in such quantity as the underwriters determine in their sole discretion will not jeopardize the success of the offering by the CompanyHoldings. If the total amount of securities, including Registrable Securities, requested by stockholders Executive and any other stockholder of Holdings to be included in such offering offering, exceeds the amount number of securities sold other than by the Company that the underwriters determine in their sole discretion is compatible with the success of the offering, then the Company Holdings shall be required to include in the offering only that such number of such securities, including Registrable Securities, that Securities as the underwriters determine in their sole discretion will not jeopardize the success of the offering. In no event connection with any such offering, Holdings shall any Registrable Securities be excluded from include in such offering unless all other stockholders’ securities have been first excluded. In registration (to the event that the underwriters determine that less than all extent of the Registrable Securities requested number which Holdings is so advised can be sold), first the securities, if any, being sold by Holdings, and second the securities proposed to be registered can be by WPG Corporate Development Associates V, L.P. or its affiliates, Xxxxxxx National Life Insurance Company or its affiliates and any similar third party investors granted piggy-back registration rights, and third, Executive and any other stockholders (including other employees of the Company) of Holdings not included in such offering, then the foregoing second priority. The Registrable Securities that are so included in such offering shall be apportioned among Executive and any other stockholders of Holdings pro rata among in proportion to the selling Holders based on the total number of Registrable Securities held and shares of Holdings Common Stock owned by all selling Holders them, respectively. Notwithstanding anything herein to the contrary, to the extent the underwriters in any such Piggyback Registration determine that Executive must sell lesser pro rata shares than any other stockholder or no shares, Executive shall sell such lesser amount of shares or no shares as determined by such underwriters and the fact that Executive was required to sell such lesser amount of shares or no shares shall not affect the right of any other stockholders to include Holdings Common Stock in such other proportions as shall mutually be agreed to by all such selling Holders. Notwithstanding the foregoing, in no event shall the amount of securities of the selling Holders included in the offering be reduced below fifteen percent (15%) of the total amount of securities included in such offering, unless such offering is the Initial Offering, in which case the selling Holders may be excluded if the underwriters make the determination described above and no other stockholder’s securities (other than the Initiating Holders) are included in 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 and stockholders of such Holder, or the estates and family members of any such partners and retired partners and any trusts for the benefit of any of the foregoing persons shall be deemed to be a single “selling Holder,” and any pro rata reduction with respect to such “selling Holder” shall be based upon the aggregate amount of Registrable Securities owned by all such related entities and individualsregistration.

Underwriting Requirements. In connection with any offering involving an underwriting of shares Shares of the Company’s SalesLogix's capital stock, the Company SalesLogix shall not be required under this Section 1.3 1.6 to include any of the Holders’ Holder's securities in such underwriting unless they accept the Holder accepts the terms of the underwriting as agreed upon between the Company SalesLogix and the underwriters selected by the Company it (or by other persons entitled to select the underwriters) and enter into an underwriting agreement in customary form with such underwriters), and then only in such quantity as the underwriters determine in their sole discretion will not not, jeopardize the success of the offering by the CompanySalesLogix. If the total amount of securities, including Registrable Securities, requested by stockholders to be included in such offering exceeds the amount of securities sold other than by the Company SalesLogix that the underwriters determine in their sole discretion is compatible with the success of the offering, then the Company SalesLogix shall be required to include in the offering only that number of such securities, including Registrable Securities, that which the underwriters determine in their sole discretion will not jeopardize the success of the offering. In no event shall any Registrable Securities be excluded from such offering unless all other stockholders’ (the securities have been first excluded. In the event that the underwriters determine that less than all of the Registrable Securities requested so included to be registered can be included in such offering, then the Registrable Securities that are included in such offering shall be apportioned pro rata among the Holders according to the total amount of securities requested to be included therein owned by each selling Holders based on the number of Registrable Securities held by all selling Holders Holder or in such other proportions as shall mutually be agreed to by all such selling Holders. Notwithstanding the foregoing, but in no event shall (i) the amount of securities of the selling Holders included in the offering be reduced below fifteen thirty percent (1530%) of the total amount of securities included in such offering, unless such offering is (ii) notwithstanding (i) above, any shares being sold by Symantec pursuant to exercise of a demand registration right under Section 1.5 or by holders pursuant to exercise of a demand right under Section 1.2(a) of the Initial Offering, in which case the selling Holders may Restated Existing Agreement be excluded if the underwriters make the determination described above and no other stockholder’s securities (other than the Initiating Holders) are included in from such offering. For purposes of the preceding sentence parenthetical concerning apportionment, for any selling stockholder that which is a Holder of Registrable Securities and that which is a venture capital fund, partnership or corporation, the affiliated venture capital funds, partners, retired partners and stockholders of such Holder, or the estates and family members of any such partners and retired partners and any trusts for the benefit of any of the foregoing persons shall be deemed to be a single “"selling Holderstockholder,” " and any pro pro-rata reduction with respect to such “"selling Holder” stockholder" shall be based upon the aggregate amount of Registrable Securities Shares carrying registration rights owned by all such related entities and individualsindividuals included in such "selling stockholder," as defined in this sentence.

Underwriting Requirements. In connection with any offering involving an underwriting of shares of the Company’s 's capital stock, the Company shall not be required under this Section 1.3 to include any of the Holders’ ' securities in such underwriting unless they accept the terms of the underwriting as agreed upon between the Company and the underwriters selected by the Company it (or by other persons entitled to select the underwriters) and enter into an underwriting agreement in customary form with such underwriters), and then only in such quantity as the underwriters determine in their sole discretion will not jeopardize the success of the offering by the Company. If the total amount of securities, including Registrable Securities, requested by stockholders to be included in such offering exceeds the amount of securities sold other than by the Company that the underwriters determine in their sole discretion is compatible with the success of the offering, then the Company shall be required to include in the offering only that number of such securities, including Registrable Securities, that which the underwriters determine in their sole discretion will not jeopardize the success of the offering. In no event shall any Registrable Securities be excluded from such offering unless all other stockholders’ (the securities have been first excluded. In the event that the underwriters determine that less than all of the Registrable Securities requested so included to be registered can be included in such offering, then the Registrable Securities that are included in such offering shall be apportioned pro rata among the selling Holders based on stockholders according to the number total amount of Registrable Securities held securities entitled to be included therein owned by all each selling Holders stockholder or in such other proportions as shall mutually be agreed to by all such selling Holders. Notwithstanding the foregoing, stockholders) but in no event event, except as otherwise required by the Registration Rights Agreement, shall (i) the amount of securities of the selling Holders included in the offering be reduced below fifteen thirty percent (1530%) of the total amount of securities included in such offering, unless such offering is the Initial Offering, initial public offering of the Company's securities in which case the selling Holders stockholders may be excluded entirely if the underwriters make the determination described above and no other stockholder’s 's securities (other than the Initiating Holders) are included or (ii) notwithstanding (i) above, any shares being sold by a stockholder exercising a demand registration right similar to that granted in Section 1.2 be excluded from such offering. For purposes of the preceding sentence parenthetical concerning apportionment, for any selling stockholder that which is a Holder holder of Registrable Securities and that which is a venture capital fund, partnership or corporation, the affiliated venture capital funds, partners, retired partners and stockholders of such Holderholder, or the estates and family members of any such partners and retired partners and any trusts for the benefit of any of the foregoing persons shall be deemed to be a single “"selling Holder,” stockholder", and any pro pro-rata reduction with respect to such “"selling Holder” stockholder" shall be based upon the aggregate amount of Registrable Securities shares carrying registration rights owned by all such related entities and individualsindividuals included in such "selling stockholder", as defined in this sentence.

Underwriting Requirements. In connection with any offering involving an underwriting of shares of the Company’s 's capital stock, the Company shall not be required under this Section 1.3 to include any of the Holders’ ' securities in such underwriting unless they accept the customary terms of the underwriting as reasonably agreed upon between the Company and the underwriters selected by the Company it (or by other persons entitled to select the underwriters) and enter into an underwriting agreement in customary form with such underwritersan underwriter or underwriters selected by the Company, and then only in such quantity as provided that if the underwriters determine in their sole discretion will not jeopardize good faith that marketing factors require a limitation on the success number of the offering by the Company. If the total amount of securities, including Registrable Securities, requested by stockholders shares to be included in such offering exceeds the amount of securities sold other than by the Company that the underwriters determine in their sole discretion is compatible with the success of the offeringunderwritten, then the Company shall be required to include in the offering only that number of such securities, including Registrable Securities, that the underwriters determine in their sole discretion good faith will not jeopardize the success of the offering. In no event shall any Registrable Securities be excluded from such offering unless all other stockholders’ (the securities have been first excluded. In the event that the underwriters determine that less than all of the Registrable Securities requested so included to be registered can be included in such offering, then the Registrable Securities that are included in such offering shall be apportioned pro rata among the selling Holders based on and any other selling shareholders having similar rights according to the number total amount of Registrable Securities held securities proposed to be included therein by all each selling Holders Holder and any other selling shareholder holding similar rights or in such other proportions as shall mutually be agreed to by all such selling Holders. Notwithstanding the foregoing), but in no event shall the amount of securities of the selling Holders included in the offering be reduced below fifteen twenty-five percent (1525%) of the total amount of securities included in such offering, unless such offering is the Initial Offering, in which case the . In no event will shares of any other selling Holders may shareholder be excluded if the underwriters make the determination described above and no other stockholder’s securities (other than the Initiating Holders) are included in such registration if such inclusion would reduce the number of shares 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 sold in the offering. For purposes If any Holder disapproves of the preceding sentence concerning apportionmentterms of any such underwriting, for such Holder may elect to withdraw therefrom by written notice to the Company and the underwriter, delivered at least ten (10) business days prior to the effective date of the registration statement. Any Registrable Securities excluded or withdrawn from such underwriting shall be excluded and withdrawn from the registration. For any selling stockholder that Holder which is a Holder of Registrable Securities and that is a venture capital fund, partnership or corporation, the affiliated venture capital funds, partners, retired partners and stockholders shareholders of such Holder, or the estates and family members of any such partners and retired partners and any trusts for the benefit of any of the foregoing persons person 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 shares carrying registration rights owned by all such related entities and individualsindividuals included in such "Holder", as defined in this sentence.

Underwriting Requirements. In connection with any offering involving an underwriting of shares of the Company’s 's capital stock, the Company shall not be required under this Section 1.3 to include any of the Holders’ ' securities in such underwriting unless they accept the terms of the underwriting as agreed upon between the Holders of a majority of the Registrable Securities that indicated they would like to be included in the underwriting, the Company and the underwriters selected by the Company it (or by other persons entitled to select the underwriters) and enter into an underwriting agreement in customary form with such underwriters), and then only in such quantity as the underwriters determine in their sole discretion will not jeopardize the success of the offering by the Company. If the total amount of securities, including Registrable Securities, requested by stockholders shareholders to be included in such offering exceeds the amount of securities sold other than by the Company that the underwriters determine in their sole discretion is compatible with the success of the offering, then the Company shall be required to include in the offering only that number of such securities, including Registrable Securities, that which the underwriters determine in their sole discretion will not jeopardize the success of the offering. In no event shall any Registrable Securities be excluded from such offering unless all other stockholders’ (the securities have been first excluded. In the event that the underwriters determine that less than all of the Registrable Securities requested so included to be registered can be included in such offering, then the Registrable Securities that are included in such offering shall be apportioned pro rata among the selling Holders based on shareholders according to the number total amount of Registrable Securities held securities entitled and requested to be included therein owned by all each selling Holders shareholder or in such other proportions as shall mutually be agreed to by all such selling Holders. Notwithstanding the foregoing, shareholders) but in no event shall (i) the amount of securities of the selling Holders included in the offering be reduced below fifteen thirty percent (1530%) of the total amount of securities included in such offering, unless such offering is or (ii) notwithstanding (i) above, Section 1.2 governs the Initial Offering, in which case the selling Holders may be excluded if the underwriters make the determination described above and no other stockholder’s securities (other than the Initiating Holders) are included in such offeringexclusion of shares being sold by a shareholder exercising a demand registration right granted thereunder. For purposes of the preceding sentence parenthetical concerning apportionment, for any selling stockholder that shareholder which is a Holder holder of Registrable Securities and that which is a venture capital fund, partnership or corporation, the affiliated venture capital funds, partners, retired partners and stockholders shareholders of such Holderholder, or the estates and family members of any such partners and retired partners and any trusts for the benefit of any of the foregoing persons shall be deemed to be a single “"selling Holdershareholder,” " and any pro pro-rata reduction with respect to such “"selling Holder” shareholder" shall be based upon the aggregate amount of Registrable Securities shares carrying registration rights owned by all such related entities and individualsindividuals included in such "selling shareholder," as defined in this sentence.

Underwriting Requirements. (i) In connection with any offering involving an underwriting of shares equity interests of the Company’s capital stockCorporation described in Section 3, the Company Corporation shall not be required under this Section 1.3 3 to include any of the Holders’ securities in such underwriting unless they accept the terms of the underwriting as agreed upon between the Company Corporation and the underwriters selected by the Company it (or by other persons entitled to select the underwriters) and enter into an underwriting agreement in customary form with such underwriters), and then only in such quantity as the underwriters determine in their sole discretion will not jeopardize the success of the offering by the CompanyCorporation. If the total amount of securities, including Registrable Securities, requested by stockholders Members to be included in such offering exceeds the amount of securities sold other than by the Company Corporation that the underwriters determine in their sole discretion is compatible with the success of the offering, then the Company Corporation shall be required to include in the offering only that number of such securities, including Registrable Securities, that which the underwriters determine in their sole discretion will not jeopardize the success of the offering. In no event shall any Registrable Securities be excluded from such offering unless all other stockholders’ (the securities have been first excluded. In the event that the underwriters determine that less than all of the Registrable Securities requested so included to be registered can be included in such offering, then the Registrable Securities that are included in such offering shall be apportioned pro rata among the selling Holders pro rata among them based on the relative number of Registrable Securities then held by all selling Holders each such participating Holder or in such other proportions as shall mutually be agreed to by all such selling Holders. Notwithstanding the foregoing, ) but in no event shall (i) the amount of securities of the selling Holders included in the offering be reduced below fifteen twenty-five percent (1525%) of the total amount of securities included in such offering, unless such offering or (ii) any securities held by a person who is the Initial Offering, in which case the not a Holder of Registrable Securities be included if any securities held by any selling Holders may be excluded if the underwriters make the determination described above and no other stockholder’s securities (other than the Initiating Holders) Holder are included in such offeringexcluded. For purposes of the preceding sentence parenthetical concerning apportionment, for any selling stockholder that Holder which is a Holder holder of Registrable Securities and that which is a venture capital fund, partnership or corporation, the affiliated venture capital funds, partners, retired partners and stockholders equity owners 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 holder shall be deemed to be a single “selling Holder,” and any pro pro-rata reduction with respect to such “selling Holder” shall be based upon the aggregate amount of Registrable Securities equity interests carrying registration rights owned by all such related entities and individualsindividuals included in such “selling Holder,” as defined in this sentence.

Underwriting Requirements. In connection with any offering involving an underwriting of shares of the Company’s capital stockstock pursuant to Section 2.2, the Company shall not be required under this Section 1.3 to include any of the Holders’ securities in such underwriting unless they accept the terms of the underwriting as agreed upon between the Company and the underwriters selected by the Company (or by other persons entitled to select the underwriters) and enter into an underwriting agreement in customary form with such its underwriters, and then only in such quantity as the underwriters determine in their sole discretion will not jeopardize the success of the offering by the Company. If the total amount number of securities, including Registrable Securities, requested by stockholders to be included in such offering exceeds the amount of securities to be sold other than by the Company that the underwriters determine in their sole reasonable discretion is compatible with the success of the offering, then the Company shall be required to include in the offering only that number of such securities, including Registrable Securities, that which the underwriters and the Company determine in their sole discretion will not jeopardize the success of the offering. In no event shall any Registrable Securities be excluded from such offering unless all other stockholders’ securities have been first excluded. In the event that the underwriters determine that less than all of the Registrable Securities requested to be registered can be included in such offering, then the Registrable Securities that are included in such offering shall be apportioned pro rata among the selling Holders based on the number of Registrable Securities held by all selling Holders or in such other proportions as shall mutually be agreed to by all such selling Holders. Notwithstanding the foregoing, in no event shall the amount of securities of the selling Holders included notwithstanding (i) above, any Registrable Securities described in the offering be reduced below fifteen percent (15%Section 1.11(i) of the total amount of securities included in such offering, unless such offering is the Initial Offering, in which case the selling Holders may be excluded if the underwriters make the determination from such underwriting unless all Registrable Securities described above and no other stockholder’s securities (other than the Initiating Holdersin Section 1.11(ii) are included in first excluded from such offering. For purposes of the preceding sentence parenthetical concerning apportionment, for any selling stockholder that which is a Holder of Registrable Securities and that which is a venture capital an investment fund, partnership partnership, limited liability company or corporation, the affiliated venture capital fundspartners, members, retired partners, retired partners members, stockholders and stockholders Affiliates of such Holder, or the estates and family members of any such partners partners, retired partners, members and retired partners members and any trusts for the benefit of any of the foregoing persons shall be deemed to be a single “selling Holder,” ”, and any pro pro-rata reduction with respect to such “selling Holder” shall be based upon the aggregate amount of Registrable Securities shares carrying registration rights owned by all such related entities and individualsindividuals included in such “selling Holder,” as defined in this sentence.

Underwriting Requirements. In connection with any offering involving an underwriting of shares of the Company’s 's capital stock, the Company shall not be required under this Section 1.3 to include any of the Holders’ ' securities in such underwriting unless they accept the terms of the underwriting as agreed upon between the Company and the underwriters selected by the Company it (or by other persons entitled to select the underwriters) and enter into an underwriting agreement in customary form with such underwriters), and then only in such quantity as the underwriters determine in their sole discretion will not jeopardize the success of the offering by the Company. If the total amount of securities, including Registrable Securities, requested by stockholders shareholders to be included in such offering exceeds the amount of securities sold other than by the Company that the underwriters determine in their sole discretion is compatible with the success of the offering, then the Company shall be required to include in the offering only that number of such securities, including Registrable Securities, that which the underwriters determine in their sole discretion will not jeopardize the success of the offering. In no event shall any Registrable Securities be excluded from such offering unless all other stockholders’ (the securities have been first excluded. In the event that the underwriters determine that less than all of the Registrable Securities requested so included to be registered can be included in such offering, then the Registrable Securities that are included in such offering shall be apportioned pro rata among the selling Holders based on shareholders according to the number total amount of Registrable Securities held securities entitled to be included therein owned by all each selling Holders shareholder or in such other proportions as shall mutually be agreed to by all such selling Holders. Notwithstanding the foregoing, shareholders) but in no event shall (i) the amount of securities of the selling Holders included in the offering be reduced below fifteen thirty percent (1530%) of the total amount of securities included in such offering, unless such offering is the Initial Offering, initial public offering of the Company's securities in which case the selling Holders shareholders may be excluded if the underwriters make the determination described above and no other stockholder’s shareholder's securities (other than the Initiating Holders) are included or (ii) notwithstanding (i) above, any shares being sold by a shareholder exercising a demand registration right similar to that granted in Section 1.2 be excluded from such offering. For purposes of the preceding sentence parenthetical concerning apportionment, for any selling stockholder that shareholder which is a Holder of Registrable Securities and that which is a venture capital fund, partnership or corporation, the affiliated venture capital funds, partners, retired partners and stockholders shareholders of such Holder, or the estates and family members of any such partners and retired partners and any trusts for the benefit of any of the foregoing persons shall be deemed to be a single “selling Holder"SELLING SHAREHOLDER,” " and any pro pro-rata reduction with respect to such “"selling Holder” shareholder" shall be based upon the aggregate amount of Registrable Securities shares carrying registration rights owned by all such related entities and individualsindividuals included in such "selling shareholder," as defined in this sentence.

Underwriting Requirements. In connection with any underwritten public offering involving an underwriting of shares of the Company’s capital stock, the Company shall not be required under this Section 1.3 to include any of the Holders’ a Holder’s securities in such underwriting offering unless they accept such Holder accepts the terms of the underwriting as agreed upon between the Company and the underwriters selected by the Company it (or by other persons entitled to select the underwriters) and enter into an underwriting agreement in customary form with such underwritersan underwriter or underwriters selected by the Company, and then only in such quantity as the underwriters determine in their sole discretion will not jeopardize the success of the offering by the Company. If the total amount of securities, including Registrable Securities, requested by stockholders to be included in such offering exceeds the amount of securities sold other than by the Company that the underwriters determine in their sole discretion is compatible with the success of the offering, then the Company shall be required to include in the offering only that number of such securities, including Registrable Securities, that the underwriters determine in their sole discretion will not jeopardize the success of the offering. In no event shall any Registrable Securities be excluded from such offering unless all other stockholders’ (the securities have been first excluded. In the event that the underwriters determine that less than all of the Registrable Securities requested so included to be registered can be included in such offering, then the Registrable Securities that are included in such offering shall be apportioned pro rata among the selling Holders based on and any other stockholders according to the number total amount of Registrable Securities held securities entitled to be included therein owned by all each selling Holders Holder or other stockholder or in such other proportions as shall mutually be agreed to by all such selling Holders. Notwithstanding the foregoing, in no event shall the amount of securities of the selling Holders included in the offering be reduced below fifteen percent (15%) of the total amount of securities included in such offering, unless such offering is the Initial Offering, in which case the selling Holders may be excluded if the underwriters make the determination described above and no other stockholder’s securities (other than the Initiating Holders) are included in such offering). For purposes of the preceding sentence parenthetical concerning apportionment, for any selling stockholder that is a Holder of Registrable Securities and that is a venture capital fundpartnership, partnership limited liability company or corporation, the affiliated venture capital fundspartners, members, retired partners, retired partners members and stockholders of such Holder, or the estates and family members of any such partners partners, members and retired partners partners, retired members and any trusts for the benefit of any of the foregoing persons shall be deemed to be a single 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.

Underwriting Requirements. In connection with any offering involving an underwriting of shares of the Company’s 's capital stock, the Company shall not be required under this Section 1.3 2.3 to include any of the Holders’ ' securities in such underwriting unless they accept the terms of the underwriting as agreed upon between the Company and the underwriters selected by the Company (or by other persons entitled to select the underwriters) and enter into an underwriting agreement in customary form with such underwriters), and then only in such quantity as the underwriters determine in their sole discretion will not jeopardize the success of the offering by the Company. If the total amount of securities, including Registrable Securities and Clearlake Registrable Securities, requested by stockholders Holders and Clearlake Holders to be included in such offering exceeds the amount of securities sold other than by the Company that the underwriters determine in their sole discretion is compatible with the success of the offering, then the Company shall be required to include in the offering only that number of such securities, including Registrable Securities and Clearlake Registrable Securities, that which the underwriters determine in their sole discretion will not jeopardize the success of the offering. In no event shall any Registrable Securities be excluded from such offering unless all other stockholders’ (the securities have been first excluded. In the event that the underwriters determine that less than all of the Registrable Securities requested so included to be registered can be included in such offering, then the Registrable Securities that are included in such offering shall be apportioned pro rata among the selling Holders based on stockholders according to the number total amount of Registrable Securities held securities entitled to be included therein owned by all each selling Holders stockholder or in such other proportions as shall mutually be agreed to by all such selling Holders. Notwithstanding the foregoing, in no event shall the amount of securities of the selling Holders included in the offering be reduced below fifteen percent (15%) of the total amount of securities included in such offering, unless such offering is the Initial Offering, in which case the selling Holders may be excluded if the underwriters make the determination described above and no other stockholder’s securities (other than the Initiating Holders) are included in such offeringstockholders). For purposes of the preceding sentence parenthetical concerning apportionment, for any selling stockholder that which is a Holder holder of Registrable Securities and that which is a venture capital fund, or a partnership or corporation, the affiliated venture capital funds, partners, retired partners and stockholders of such Holderholder, or the estates and family members of any such partners and retired partners and any trusts for the benefit of any of the foregoing persons shall be deemed to be a single “"selling Holderstockholder,” " and any pro pro-rata reduction with respect to such “"selling Holder” stockholder" shall be based upon the aggregate amount of Registrable Securities shares carrying registration rights owned by all such related entities and individualsindividuals included in such "selling stockholder," as defined in this sentence.

Underwriting Requirements. In connection with any offering involving an underwriting of shares of the Company’s capital stock, the Company shall not be required under this Section 1.3 5.2 to include any of the Holders’ securities Registrable Securities in such underwriting unless they accept the terms of the underwriting as agreed upon between the Company and the underwriters selected by the Company it (or by other persons entitled to select the underwriters) and enter into an underwriting agreement in customary form with such underwriters), and then only in such quantity as the underwriters determine in their sole discretion will not jeopardize the success of the offering by the Company. If the total amount of securities, including Registrable Securities, requested by stockholders to be included in such offering exceeds the amount of securities sold other than by the Company that the underwriters determine in their sole discretion is compatible with the success of the offering, then the Company shall be required to include in the offering only that number of such securities, including Registrable Securities, that which the underwriters determine in their sole discretion will not jeopardize the success of the offering. In no event shall any Registrable Securities be excluded from such offering unless all other stockholders’ (the securities have been first excluded. In the event that the underwriters determine that less than all of the Registrable Securities requested so included to be registered can be included in such offering, then the Registrable Securities that are included in such offering shall be apportioned pro rata among the selling Holders based on according to the number total amount of Registrable Securities held securities entitled to be included therein owned by all each selling Holders Holder or in such other proportions as shall mutually be agreed to by all such selling Holders. Notwithstanding , subject to giving precedence to holders of registration rights senior in time of grant to the foregoing, in no event shall the amount of securities of the selling Holders included in the offering be reduced below fifteen percent (15%) of the total amount of securities included in such offering, unless such offering is the Initial Offering, in which case the selling Holders may be excluded if the underwriters make the determination described above and no other stockholder’s securities (other than the Initiating Holders) are included in such offering). For purposes of the preceding sentence parenthetical concerning apportionment, for any selling stockholder that Holder who is a Holder holder of Registrable Securities and that is a venture capital fund, partnership or corporation, the affiliated venture capital funds, partners, retired partners and stockholders of such Holder, or the estates and family members of any such partners and retired partners and any trusts for the benefit of any of the foregoing persons shall be deemed to be a single “selling Holder,” ”, and any pro pro-rata reduction with respect to such “selling Holder” shall be based upon the aggregate amount of Registrable Securities shares carrying registration rights owned by all such related entities and individualsindividuals included in such “selling Holder”, as defined in this sentence.

Underwriting Requirements. In connection with any offering involving an underwriting of shares of the Company’s capital stock, the Company shall not be required under this Section 1.3 to include any of the Holders’ securities in such underwriting unless they accept the terms of the underwriting as agreed upon between the Company and the underwriters selected by the Company (or by other persons entitled to select the underwriters) and enter into an underwriting agreement in customary form with such underwriters, and then only in such quantity as the underwriters determine in their sole discretion will not jeopardize the success of the offering by the Company. If the total amount of securities, including Registrable Securities, requested by stockholders to be included in such offering exceeds the amount of securities sold other than by the Company that the underwriters determine in their sole discretion is compatible with the success of the offering, then the Company shall be required to include in the offering only that number of such securities, including Registrable Securities, that the underwriters determine in their sole discretion will not jeopardize the success of the offering. In no event shall any Registrable Securities be excluded from such offering unless all other stockholders’ securities have been first excluded. In the event that the underwriters determine that less than all of the Registrable Securities requested to be registered can be included in such offering, then the Registrable Securities that are included in such offering shall be apportioned pro rata among the selling Holders based on the number of Registrable Securities held by all selling Holders or in such other proportions as shall mutually be agreed to by all such selling Holders. Notwithstanding the foregoing, in no event shall the amount of securities of the selling Holders included in the offering be reduced below fifteen percent (15%) of the total amount of securities included in such offering, unless such offering is the Initial Offering, in which case the selling Holders may be excluded if the underwriters make the determination described above and no other stockholder’s securities (other than the Initiating Holders) are included in 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 and stockholders of such Holder, or the estates and family members of any such partners and retired partners and any trusts for the benefit of any of the foregoing persons shall be deemed to be a single “selling Holder,” and any pro rata reduction with respect to such “selling Holder” shall be based upon the aggregate amount of Registrable Securities owned by all such related entities and individuals.

Underwriting Requirements. In connection with any offering involving an underwriting of shares of the Company’s capital stock, the Company shall not be required under this Section 1.3 3 to include any of the Holders’ securities in such underwriting unless they accept the customary terms of the underwriting as agreed upon between the Company and the underwriters selected by the Company (or by other persons entitled to select the underwriters) and enter into an underwriting agreement in customary form with such underwriters, it and then only in such quantity as the underwriters determine in their sole discretion will not jeopardize the success of the offering by the CompanyCompany pursuant to the guidelines set out below. If the total amount of securities, including Registrable Securities, requested by stockholders to be included in such offering offering, when added to the securities to be offered by the Company, exceeds the maximum amount of securities sold other than by the Company that the underwriters determine in their sole discretion is compatible with the success of the offering, then the Company shall be required to include in the offering only that number of such securities, including Registrable Securities, that the underwriters determine in their sole discretion will not jeopardize the success of the offering. In no event shall any Registrable Securities be excluded from such offering unless all other stockholders’ (the securities have been first excluded. In the event that the underwriters determine that less than all of the Registrable Securities requested so included to be registered can be included in such offering, then the Registrable Securities that are included in such offering shall be apportioned pro rata among the selling Holders based on according to the number total amount of Registrable Securities held securities entitled to be included therein owned by all selling Holders each Holder or in such other proportions as shall mutually be agreed to by all such selling Holders. Notwithstanding the foregoing, in no event shall the amount of securities of the selling Holders included in the offering be reduced below fifteen percent (15%) of the total amount of securities included in such offering, unless such offering is the Initial Offering, in which case the selling Holders may be excluded if the underwriters make the determination described above and no other stockholder’s securities (other than the Initiating Holders) are included in such offering). For purposes of the preceding sentence parenthetical concerning apportionment, for any selling stockholder Holder that is a Holder of Registrable Securities and that is a venture capital fund, partnership or corporation, the affiliated venture capital funds, partners, retired partners and stockholders of such Holder, or the estates and family members of any such partners and retired partners and any trusts for the benefit of any of the foregoing persons shall be deemed to be a single “selling Holder,” , and any pro pro-rata reduction with respect to such “selling Holder” Holder shall be based upon the aggregate amount of Registrable Securities shares carrying registration rights owned by all such related entities and individualsindividuals included in such Holder. If any Registrable Securities are excluded from any registration pursuant to this Section 8, no other securities (except securities offered by the Company) shall be included in such registration.

Underwriting Requirements. In connection with any underwritten offering involving an underwriting initiated by the Company or any stockholder other than a Holder of shares of the Company’s capital stockRegistrable Securities, the Company shall not be required under this Section 1.3 3 to include any of the Holders’ Holder's securities in such underwriting unless they accept such Holder accepts the terms of the underwriting as agreed upon between the Company or such stockholder and the underwriters selected by the Company (or by other persons entitled such stockholder; PROVIDED, HOWEVER, that no Holder participating in such underwriting shall be required to select the underwriters) make any representations, warranties or indemnities except as they relate to such Holder's ownership of shares and authority to enter into an the underwriting agreement in customary form with and to such underwritersHolder's intended method of distribution, and the liability of such Holder (whether by indemnification, contribution or otherwise) shall be limited to an amount equal to the net proceeds from the offering received by such Holder. If a Holder complies with the requirements set forth in this Section 8, then only such Holder shall have the right to be included in such quantity as the underwriters determine in their sole discretion will not jeopardize the success of the any underwritten offering by the Company, whether initiated by the Company or any stockholder, subject to the terms of Section 3 and to the limitations set forth below in this Section 8. If the total amount number of securities, including Registrable Securities, requested by stockholders to be included in such offering exceeds the amount largest number of securities sold other than by the Company that the underwriters determine in their sole discretion is compatible with the success of the reasonably believe can be sold without having an adverse effect on such offering, then the Company shall be required to include in the offering only that number of such securities, including Registrable Securities, that which the underwriters determine in their sole discretion believe will not jeopardize the success of the have an adverse effect on such offering. In no event shall any Registrable Securities be excluded from such offering unless all other stockholders’ The securities have been first excluded. In the event that the underwriters determine that less than all of the Registrable Securities requested to be registered can be included in such offering, then the Registrable Securities that are included in such offering shall be apportioned pro rata allocated as follows: (i) first, the securities that the Company or any stockholders initiating the offering propose to sell, (ii) second, if any, other securities required to be registered pursuant to agreements entered into prior to the date of this Agreement which by their terms state that the signatories thereof have priority in the event of such cutbacks over all beneficiaries under subsequent registration rights agreements, (iii) third, among the selling all Holders based on the number of Registrable Securities held by all selling Holders or that have elected to participate in such underwritten offering, and other proportions as shall mutually be agreed holders of Common Stock who are signatories to agreements entered into prior to the date of this Agreement which, by all their terms, give such selling other holders priority equal to that of the Holders. Notwithstanding the foregoing, in no event shall proportion (as nearly as practicable) to the amount of securities of the selling Holders included in the offering be reduced below fifteen percent (15%) of the total amount of securities included in such offering, unless such offering is the Initial Offering, in which case the selling Holders may be excluded if the underwriters make the determination described above and no other stockholder’s securities (other than the Initiating Holders) are included in 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 fundCommon Stock, partnership or corporationrespectively, owned by such holders until such holders have included in the affiliated venture capital funds, partners, retired partners and stockholders of underwriting all shares requested by 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 holders to be a single “selling Holder,” included, and (iv) thereafter among any pro rata reduction other holders of Common Stock who have exercised their piggyback registration rights, if permitted hereunder, with respect to such “selling Holder” shall be based upon the aggregate amount of Registrable Securities owned by all such related entities and individualsregistration.

Underwriting Requirements. In connection with any offering involving an underwriting of shares of the Company’s capital stock, the Company shall not be required under this Section 1.3 to include any of the Holders’ securities in such underwriting unless they accept the terms of the underwriting as agreed upon between the Company and the underwriters selected by the Company (or by other persons entitled to select the underwriters) and enter into an underwriting agreement in customary form with such underwriters), and then only in such quantity as the underwriters determine in their sole discretion will not jeopardize the success of the offering by the Company. If the total amount of securities, including Registrable Securities, requested by stockholders to be included in such offering exceeds the amount of securities sold securities, other than those offered by the Company Company, that the underwriters determine in their sole discretion is compatible with the success of the offering, then the Company shall be required to include in the offering only that number of such securities, including Registrable Securities, that which the underwriters determine in their sole discretion will not jeopardize the success of the offering. In no event shall any Registrable Securities be excluded from such offering unless all other stockholders’ (the securities have been first excluded. In the event that the underwriters determine that less than all of the Registrable Securities requested so included to be registered can be included in such offering, then the Registrable Securities that are included in such offering shall be apportioned pro rata among the selling Holders based on the number of Registrable Securities held by all selling Holders stockholders according to the total amount of securities entitled to be included therein owned by each selling stockholder or in such other proportions as shall mutually be agreed to by all such selling Holders. Notwithstanding the foregoing, stockholders) but in no event shall (i) the amount of securities of the selling Holders included in the offering be reduced below fifteen percent (15%) 30% of the total amount of securities included in such offering, unless such offering is the Initial Offeringinitial public offering of the Company’s securities, in which case case, the selling Holders stockholders may be excluded if the underwriters make the determination described above and no other stockholder’s securities (other than the Initiating Holders) are included in such offeringor (ii) any Founders’ Stock held by a Founder be included if any securities held by any selling Holder are excluded. For purposes of the preceding sentence parenthetical concerning apportionment, for any selling stockholder that which is a Holder holder of Registrable Securities and that which is a venture capital fund, or a partnership or corporation, the affiliated venture capital fundsAffiliated Funds, partners, retired partners and stockholders of such Holderholder, or the estates and family members of any such partners and retired partners and any trusts for the benefit of any of the foregoing persons shall be deemed to be a single “selling Holderstockholder,” and any pro pro-rata reduction with respect to such “selling Holderstockholder” shall be based upon the aggregate amount of Registrable Securities shares carrying registration rights owned by all such related entities and individualsindividuals included in such “selling stockholder,” as defined in this sentence.

Underwriting Requirements. In connection with any offering involving an underwriting of shares of the Company’s capital stock, the Company shall not be required under this Section 1.3 to include any of the Holders’ securities in such underwriting unless they accept the usual and customary terms of the underwriting as agreed upon between the Company and the underwriters selected by the Company it (or by other persons entitled to select the underwriters) and enter into an underwriting agreement in customary form with such underwriters), and then only in such quantity as the underwriters determine in their sole discretion will not jeopardize the success of the offering by the Company. If the total amount of securities, including Registrable Securities, requested by stockholders shareholders to be included in such offering exceeds the amount of securities sold to be sold, other than by the Company Company, that the underwriters determine in their sole discretion is compatible with the success of the offering, then the Company shall be required to include in the offering only that number of such securities, including Registrable Securities, that which the underwriters determine in their sole discretion will not jeopardize the success of the offering. In no event shall any Registrable Securities be excluded from such offering unless all other stockholders’ (the securities have been first excluded. In the event that the underwriters determine that less than all of the Registrable Securities requested so included to be registered can be included in such offering, then the Registrable Securities that are included in such offering shall be apportioned pro rata among the selling Holders based on shareholders according to the number total amount of Registrable Securities held securities entitled to be included therein owned by all each selling Holders shareholder or in such other proportions as shall mutually be agreed to by all such selling Holders. Notwithstanding the foregoing, shareholders) but in no event shall the amount of (i) any shares being sold by a shareholder exercising a demand registration right similar to that granted in Section 1.2 be excluded from such offering; (ii) or any securities held by an officer or director of the Company (or an affiliate thereof, other than Microvision, Inc. or the University of Washington) be included if any securities held by any selling Holders included Holder are excluded; provided, however, that in a registration subsequent to the Company’s initial public offering be the number of UW Shares is not reduced below fifteen twenty percent (1520%) of the total amount number of securities included to be registered in such offering, unless such offering is the Initial Offering, in which case the selling Holders may be excluded if the underwriters make the determination described above and no other stockholder’s securities (other than the Initiating Holders) are included in such offeringregistration. For purposes of the preceding sentence parenthetical concerning apportionment, for any selling stockholder that shareholder which is a Holder holder of Registrable Securities and that which is a venture capital fund, partnership or corporation, the affiliated venture capital funds, partners, retired partners and stockholders shareholders of such Holderholder, or the estates and family members of any such partners and retired partners and any trusts for the benefit of any of the foregoing persons shall be deemed to be a single “selling Holdershareholder,” and any pro pro-rata reduction with respect to such “selling Holdershareholder” shall be based upon the aggregate amount of Registrable Securities shares carrying registration rights owned by all such related entities and individualsindividuals included in such “selling shareholder,” as defined in this sentence.

Underwriting Requirements. In connection with any offering involving an underwriting of shares of the Company’s Raceway's capital stock, the Company Raceway shall not be required under this Section 1.3 1.1 to include any of the Holders’ Holder's securities in such underwriting unless they accept the Holder accepts the terms of the underwriting as agreed upon between the Company Raceway and the underwriters selected by the Company it (or by other persons entitled to select the underwriters) and enter into an underwriting agreement in customary form with such underwriters), and then only in such quantity as the underwriters determine in their sole discretion will not jeopardize adversely affect the success of the offering by the CompanyRaceway. If the total amount of securities, including Registrable Registerable Securities, requested by stockholders shareholders to be included in such offering exceeds the amount of securities sold other than by the Company Raceway that the underwriters determine in their sole discretion is compatible with will not adversely affect the success of the offering, then the Company Raceway shall be required to include in the offering only that number of such securities, including Registrable Registerable Securities, that which the underwriters determine in their sole discretion will not jeopardize adversely affect the success of the offering. In no event shall any Registrable Securities be excluded from such offering unless all other stockholders’ (the securities have been first excluded. In the event that the underwriters determine that less than all of the Registrable Securities requested so included to be registered can be included in such offering, then the Registrable Securities that are included in such offering shall be apportioned pro rata among the selling Holders based on share- holders according to the number total amount of Registrable Securities held securities entitled to be included therein owned by all each selling Holders shareholder or in such other proportions as shall mutually be agreed to by all such selling Holders. Notwithstanding the foregoing, in no event shall the amount of securities of the selling Holders included in the offering be reduced below fifteen percent (15%) of the total amount of securities included in such offering, unless such offering is the Initial Offering, in which case the selling Holders may be excluded if the underwriters make the determination described above and no other stockholder’s securities (other than the Initiating Holders) are included in such offeringshareholders). For purposes of the preceding sentence parenthetical concerning apportionment, for any selling stockholder that shareholder which is a Holder holder of Registrable Registerable Securities and that which is a venture capital fund, partnership or corporation, corporation the affiliated venture capital funds, partners, retired partners and stockholders shareholders of such Holderholder, or the estates and family members of any such partners and retired partners and any trusts for the benefit of any of the foregoing persons shall be deemed to be a single “"selling Holder,” shareholder", and any pro rata reduction with respect to such “"selling Holder” shareholder" shall be based upon the aggregate amount of Registrable Securities shares carrying registration rights owned by all such related entities and individualsindividuals included in such "selling shareholder", as defined in this sentence.

Underwriting Requirements. In connection with any offering involving an underwriting of shares of the Company’s 's capital stock, the Company shall not be required under this Section 1.3 4.2 to include any of the Holders’ ' securities in such underwriting unless they accept the terms of the underwriting as agreed upon between the Company and the underwriters selected by the Company it (or by other persons entitled to select the underwriters) and enter into an underwriting agreement in customary form with such underwriters), and then only in such quantity as the underwriters determine in their sole discretion will not jeopardize the success of the offering by the Company. If the total amount of securities, including Registrable Securities, requested by stockholders shareholders to be included in such offering exceeds the amount of securities sold other than by the Company that the underwriters determine in their sole discretion is compatible with the success of the offering, then the Company shall be required to include in the offering only that number of such securities, including Registrable Securities, that which the underwriters determine in their sole discretion will not jeopardize the success of the offering. In no event shall any Registrable Securities be excluded from such offering unless all (subject to the rights of other stockholders’ securities have been first excluded. In the event that the underwriters determine that less than all security holders of the Registrable Securities requested Company, including, without limitation, preferred shareholders, the securities so included to be registered can be included in such offering, then the Registrable Securities that are included in such offering shall be apportioned pro rata among the selling Holders based on shareholders according to the number total amount of Registrable Securities held securities entitled to be included therein owned by all each selling Holders shareholder or in such other proportions as shall mutually be agreed to by all such selling Holders. Notwithstanding the foregoing, in no event shall the amount of securities of the selling Holders included in the offering be reduced below fifteen percent (15%) of the total amount of securities included in such offering, unless such offering is the Initial Offering, in which case the selling Holders may be excluded if the underwriters make the determination described above and no other stockholder’s securities (other than the Initiating Holders) are included in such offeringshareholders). For purposes of the preceding sentence parenthetical concerning apportionment, for any selling stockholder that shareholder which is a Holder holder of Registrable Securities and that which is a venture capital fund, partnership or corporation, the affiliated venture capital funds, partners, retired partners and stockholders shareholders of such Holderholder, or the estates and family members of any such partners and retired partners and any trusts for the benefit of any of the foregoing persons shall be deemed to be a single “"selling Holder,” shareholder", and any pro pro-rata reduction with respect to such “"selling Holder” shareholder" shall be be-based upon the aggregate amount of Registrable Securities shares carrying registration rights owned by all such related entities and individualsindividuals included in such "selling shareholder", as defined in this sentence.

Underwriting Requirements. In connection with any offering involving an underwriting of shares of the Company’s 's capital stock, the Company shall not be required under this Section 1.2 or 1.3 to include any of the Holders’ ' securities in such underwriting unless they accept the terms of the underwriting as agreed upon between the Company and the underwriters selected by the Company it (or by other persons entitled to select the underwriters) and enter into an underwriting agreement in customary form with such underwriters), and then only in such quantity as the underwriters determine in their sole discretion will not jeopardize the success of the offering by the Company. If the total amount of securities, including Registrable Securities, requested by stockholders to be included in such offering exceeds the amount of securities sold other than by the Company that the underwriters determine in their sole discretion is compatible with the success of the offering, then the Company shall be required to include in the offering only that number of such securities, including Registrable Securities, that which the underwriters determine in their sole discretion will not jeopardize the success of the offering. In no event shall any offering (the securities so included to be first taken from the Holders of Registrable Securities be excluded from such offering unless all other stockholders’ securities have been first excluded. In the event that the underwriters determine that less than all of the Registrable Securities requested to be registered can be included in such offering, then the Registrable Securities that are included in such offering shall be and apportioned pro rata among the selling Holders based on stockholders according to the number total amount of Registrable Securities held securities entitled to be included therein owned by all each selling Holders stockholder or in such other proportions as shall mutually be agreed to by all such selling Holders. Notwithstanding the foregoingstockholders, but in no event shall the amount of securities of the selling Holders included in the offering be reduced below fifteen percent (15%) of the total amount of securities included in such offering, unless such offering is the Initial Offering, in which case the selling Holders may any shares being sold by a stockholder exercising registration rights pursuant to Section 1.3 be excluded if the underwriters make the determination described above and no other stockholder’s securities (other than the Initiating Holders) are included in from such offering. For purposes of the preceding sentence concerning apportionment, for any selling stockholder that Holder which is a Holder of Registrable Securities and that is a venture capital fund, partnership or corporation, the affiliated venture capital funds, partners, retired partners and stockholders of such Holder, or the estates and family members of any such partners and retired partners and any trusts for the benefit of any of the foregoing persons persons, shall be deemed to be a single “"selling Holderstockholder,” " and any pro pro-rata reduction with respect to such “"selling Holder” stockholder" shall be based upon the aggregate amount of Registrable Securities shares carrying registration rights owned by all such related entities and individualsindividuals included in such "selling stockholder," as defined in this sentence.

Underwriting Requirements. (a) In connection with any offering involving an underwriting of shares of the Company’s capital stock, the Company shall not be required under this Section 1.3 to include any of the Holders’ securities in such underwriting unless they the Holders accept the terms of the underwriting as agreed upon between the Company and the underwriters selected by the Company (or by other persons entitled to select the underwriters) and enter into an underwriting agreement in customary form with such underwriters), and then only in such quantity as the underwriters determine in their sole discretion will not jeopardize the success of the offering by the Company. If the total amount of securities, including Registrable Securities, requested by stockholders to be included in such offering exceeds the amount of securities sold (other than by the Company Company) that the underwriters determine in their sole discretion is compatible with the success of the offering, then the Company shall be required to include in the offering only that number of such securities, including Registrable Securities, that which the underwriters determine in their sole discretion will not jeopardize the success of the offering. In no event shall any Registrable Securities be excluded from such offering unless all other stockholders’ (the securities have been first excluded. In the event that the underwriters determine that less than all of the Registrable Securities requested so included to be registered can be included in such offering, then the Registrable Securities that are included in such offering shall be apportioned pro rata among the selling Holders based on stockholders according to the number total amount of Registrable Securities held securities entitled to be included therein owned by all each selling Holders stockholder or in such other proportions as shall mutually be agreed to by all such selling Holders. Notwithstanding the foregoing, stockholders) but in no event shall the amount of securities of the selling Holders included in the offering be reduced below fifteen percent (15%) 25% of the total amount of securities included in such offering, unless such offering is the Initial Offeringinitial public offering of the Company’s securities, in which case case, the selling Holders stockholders may be excluded if the underwriters make the determination described above and no other stockholder’s securities (other than the Initiating Holders) are included in such offeringincluded. For purposes of the preceding sentence parenthetical concerning apportionment, for any selling stockholder that which is a Holder holder of Registrable Securities and that which is a venture capital fund, or a partnership or corporation, the affiliated venture capital fundsAffiliated Funds, partners, retired partners and stockholders of such Holderholder, or the estates and family members of any such partners and retired partners and any trusts for the benefit of any of the foregoing persons shall be deemed to be a single “selling Holderstockholder,” and any pro pro-rata reduction with respect to such “selling Holderstockholder” shall be based upon the aggregate amount of Registrable Securities shares carrying registration rights owned by all such related entities and individualsindividuals included in such “selling stockholder,” as defined in this sentence.

Underwriting Requirements. In connection with any offering involving an underwriting of shares of the Company’s 's capital stock, the Company shall not be required under this Section 1.3 to include any of the Holders’ ' securities in such underwriting unless they accept the terms of the underwriting as agreed upon between the Company and the underwriters selected by the Company it (or by other persons entitled to select the underwriters) and enter into an underwriting agreement in customary form with such underwriters), and then only in such quantity as the underwriters determine in their sole discretion will not jeopardize the success of the offering by the Company. If the total amount of securities, including Registrable Securities, requested by stockholders shareholders to be included in such offering exceeds the amount of securities sold other than by the Company that the underwriters determine in their sole discretion is compatible with the success of the offering, then the Company shall be required to include in the offering only that number of such securities, including Registrable Securities, that which the underwriters determine in their sole discretion will not jeopardize the success of the offering. In no event shall any Registrable Securities be excluded from such offering unless all other stockholders’ (the securities have been first excluded. In the event that the underwriters determine that less than all of the Registrable Securities requested so included to be registered can be included in such offering, then the Registrable Securities that are included in such offering shall be apportioned pro rata among the selling Holders based on shareholders according to the number total amount of Registrable Securities held securities entitled to be included therein owned by all each selling Holders shareholder or in such other proportions as shall mutually be agreed to by all such selling Holders. Notwithstanding the foregoing, shareholders) but in no event shall (i) any shares being sold by a shareholder exercising a demand registration right similar to that granted in Section 1.2 be excluded from such offering, (ii) the amount of securities of the selling Holders included in the offering be reduced below fifteen twenty percent (1520%) of the total amount of securities included in such offering, unless such offering is the Initial Offeringinitial public offering of the Company's securities, in which case case, except as provided in (i) the selling Holders shareholders may be excluded if the underwriters make the determination described above and no other stockholder’s shareholder's securities (other than the Initiating Holders) are included in such offeringor (iii) any securities held by a Founder be included if any securities held by any selling Holder are excluded. For purposes of the preceding sentence parenthetical concerning apportionment, for any selling stockholder that shareholder which is a Holder holder of Registrable Securities and that which is a venture capital fund, partnership or corporation, the affiliated venture capital funds, partners, retired partners and stockholders shareholders of such Holderholder, or the estates and family members of any such partners and retired partners and any trusts for the benefit of any of the foregoing persons shall be deemed to be a single “"selling Holdershareholder,” " and any pro pro-rata reduction with respect to such “"selling Holder” shareholder" shall be based upon the aggregate amount of Registrable Securities shares carrying registration rights owned by all such related entities and individualsindividuals included in such "selling shareholder," as defined in this sentence.

Underwriting Requirements. In connection with any offering involving an underwriting of shares of the Company’s =s capital stock, the Company shall not be required under this Section 1.3 to include any of the Holders’ Holders= securities in such underwriting unless they accept the terms of the underwriting as agreed upon between the Holders of a majority of the Registrable Securities that indicated they would like to be included in the underwriting, the Company and the underwriters selected by the Company it (or by other persons entitled to select the underwriters) and enter into an underwriting agreement in customary form with such underwriters), and then only in such quantity as the underwriters determine in their sole discretion will not jeopardize the success of the offering by the Company. If the total amount of securities, including Registrable Securities, requested by stockholders shareholders to be included in such offering exceeds the amount of securities sold other than by the Company that the underwriters determine in their sole discretion is compatible with the success of the offering, then the Company shall be required to include in the offering only that number of such securities, including Registrable Securities, that which the underwriters determine in their sole discretion will not jeopardize the success of the offering. In no event shall any Registrable Securities be excluded from such offering unless all other stockholders’ (the securities have been first excluded. In the event that the underwriters determine that less than all of the Registrable Securities requested so included to be registered can be included in such offering, then the Registrable Securities that are included in such offering shall be apportioned pro rata among the selling Holders based on shareholders according to the number total amount of Registrable Securities held securities entitled to be included therein owned by all each selling Holders shareholder or in such other proportions as shall mutually be agreed to by all such selling Holders. Notwithstanding the foregoing, shareholders) but in no event shall (i) the amount of securities of the selling Holders included in the offering be reduced below fifteen thirty percent (1530%) of the total amount of securities included in such offering, unless such offering is or (ii) notwithstanding (i) above, Section 1.2 governs the Initial Offering, in which case the selling Holders may be excluded if the underwriters make the determination described above and no other stockholder’s securities (other than the Initiating Holders) are included in such offeringexclusion of shares being sold by a shareholder exercising a demand registration right granted thereunder. For purposes of the preceding sentence parenthetical concerning apportionment, for any selling stockholder that shareholder which is a Holder holder of Registrable Securities and that which is a venture capital fund, partnership or corporation, the affiliated venture capital funds, partners, retired partners and stockholders shareholders of such Holderholder, or the estates and family members of any such partners and retired partners and any trusts for the benefit of any of the foregoing persons shall be deemed to be a single “selling Holder,” Aselling shareholder,@ and any pro pro-rata reduction with respect to such “selling Holder” Aselling shareholder@ shall be based upon the aggregate amount of Registrable Securities shares carrying registration rights owned by all such related entities and individualsindividuals included in such Aselling shareholder,@ as defined in this sentence.

Underwriting Requirements. In connection with any offering involving an underwriting of shares of the Company’s 's capital stock, the Company shall not be required under this Section 1.3 to include any of the Holders’ Holder's securities in such underwriting unless they accept the terms of the underwriting as agreed upon between the Company and the underwriters selected by the Company it (or by other persons entitled to select the underwriters) and enter into an underwriting agreement in customary form with such underwriters), and then only in such quantity as the underwriters determine in their sole discretion will not jeopardize the success of the offering by the Company. If the total amount of securities, including Registrable Securities, requested by stockholders to be included in such offering exceeds the amount of securities sold other than by the Company that the underwriters determine in their sole discretion is compatible with the success of the offering, then the Company shall be required to include in the offering only that number of such securities, including Registrable Securities, that the underwriters determine in their sole discretion will not jeopardize the success of the offering. In no event shall any Registrable Securities be excluded from such offering unless all other stockholders’ (the securities have been first excluded. In the event that the underwriters determine that less than all of the Registrable Securities requested so included to be registered can be included in such offering, then the Registrable Securities that are included in such offering shall be apportioned pro rata among the selling Holders based on stockholders according to the number total amount of Registrable Securities held securities entitled to be included therein owned by all each selling Holders stockholder or in such other proportions as shall mutually be agreed to by all such selling Holders. Notwithstanding stockholders, but in any event subject to the foregoing, in no event shall the amount apportionment rights of securities certain selling stockholders under Section 1.8 of the selling Holders included in Registration Rights Agreement, dated October 20, 1997, between the offering be reduced below fifteen percent (15%) of the total amount of securities included in such offering, unless such offering is the Initial Offering, in which case the selling Holders may be excluded if the underwriters make the determination described above Company and no other stockholder’s securities (other than the Initiating Holders) are included in such offeringcertain stockholders). For purposes of the preceding sentence parenthetical 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, corporate partners, retired partners and stockholders of such Holder, or the estates and family members of any such partners and retired partners and any trusts for the benefit of any of the foregoing persons shall be deemed to be a single “"selling Holderstockholder,” " and any pro pro-rata reduction with respect to such “"selling Holder” stockholder" shall be based upon the aggregate amount of Registrable Securities shares carrying registration rights owned by all such related entities and individualsindividuals included in such "selling stockholder," as defined in this sentence.

Underwriting Requirements. In connection with any offering ------------------------- involving an underwriting of shares of the Company’s 's capital stock, the Company shall not be required under this Section 1.3 6.3 to include any of the Holders’ securities in such underwriting unless they accept the selling stockholder accepts the terms of the underwriting as agreed upon between the Company and the underwriters selected by the Company (or by other persons entitled to select the underwriters) and enter into an underwriting agreement in customary form with such underwriters, and then only in such quantity as the underwriters determine in their sole discretion will not jeopardize the success of the offering by the Company. If the total amount of securities, including Registrable Securities, requested by stockholders to be included in such offering exceeds the amount of securities sold other than by the Company that the underwriters determine in their sole discretion is compatible with the success of the offering, then the Company shall be required to include in the offering only that number of such securities, including Registrable Securities, that which the underwriters determine in their sole discretion will not jeopardize the success of the offering. In no event shall any Registrable Securities be excluded from such offering unless all other stockholders’ securities have been first excluded. In the event that the underwriters determine that less than circumstance in which all of the Registrable Securities requested to be registered can included in a registration on behalf of Holders or other selling stockholders cannot be so included as a result of the above-described limitation, the number of shares of Registrable Securities that may be included shall be allocated among the Holders and other selling stockholders as follows: first all Shares other than Registrable Securities shall be excluded so that all Registrable Securities requested to be included in such offering, then registration shall be included first (the Registrable Securities that are securities so included in such offering shall to be apportioned pro rata among all Holders according to the selling Holders based on the number total amount of Registrable Securities held securities owned by all selling Holders such Holder or in such other proportions as shall mutually be agreed to by such Holder or Holders); second, after all such selling Holders. Notwithstanding Registrable Securities have been included, the foregoing, in no event shall the amount of securities remaining portion of the selling Holders included in allocation shall be allocated among the offering be reduced below fifteen percent holders of any Shares (15%) of the total amount of securities included in pro rata among such offering, unless such offering is the Initial Offering, in which case the selling Holders may be excluded if the underwriters make the determination described above and no other stockholder’s securities (other than the Initiating Holders) are included in such offeringholders). For purposes of the preceding sentence parentheticals concerning apportionment, for any selling stockholder that which is a Holder of Registrable Securities and that which is a venture capital fund, partnership or corporation, the affiliated venture capital funds, partners, retired partners and stockholders of such Holder, or the estates and family members of any such partners and retired partners and any trusts for the benefit of any of the foregoing persons shall be deemed to be a single “"selling Holder,” stockholder", and any pro pro-rata reduction with respect to such “"selling Holder” stockholder" shall be based upon the aggregate amount of Registrable Securities shares owned by all such related entities and individualsindividuals included in such "selling stockholder," as defined in this sentence.

Underwriting Requirements. In connection with any offering involving an underwriting of shares of the Company’s capital stockshares, the Company shall not be required under this Section 1.3 3 to include any of the Holders’, Hony Holders’ or Existing Holders’ securities in such underwriting unless they accept the terms of the underwriting as agreed upon between the Company and the underwriters of internationally recognized standing selected by the Company it (or by other persons entitled to select the underwriters) and enter into an underwriting agreement in customary form with such underwriters), and then only in such quantity as the underwriters determine in their sole discretion will not jeopardize the success of the offering by the Company. If the total amount of securities, including Registrable Securities, requested by stockholders Hony Holders’ Registrable Securities and Existing Holder’s Registrable Securities, proposed to be included in such offering exceeds the amount of securities sold other than by the Company that the underwriters determine in their sole discretion is compatible with the success of the offering, then the Company shall be required to include in the offering only that number of such securities, including Registrable Securities, that Hony Holders’ Registrable Securities and Existing Holder’s Registrable Securities, which the underwriters determine in their sole discretion will not jeopardize the success of the offering. In no event shall any Registrable Securities be excluded from such offering unless all other stockholders’ (the securities have been first excluded. In the event that the underwriters determine that less than all of the Registrable Securities requested so included to be registered can be included in such offering, then the Registrable Securities that are included in such offering shall be apportioned pro rata among the selling Holders based on shareholders according to the number total amount of Registrable Securities held securities entitled to be included therein owned by all each selling Holders shareholder or in such other proportions as shall mutually be agreed to by all such selling Holders. Notwithstanding the foregoing, shareholders) but in no event shall (i) the amount of securities of the selling Existing Holders included in the offering be reduced below fifteen thirty percent (1530%) of the total amount of securities included in such offering, unless such offering is (ii) any securities held by any other shareholder, including the Initial OfferingHolder and Hony Holders, in which case the be included if any securities held by any selling Holders may be Existing Holder are excluded if the underwriters make the determination described above and no other stockholder’s or (iii) any securities (held by any shareholders other than the Initiating selling Existing Holders) , Holders and Hony Holders be included if any securities held by any selling Existing Holder, Holder or Hony Holder are excluded. For the avoidance of doubt, the rights of Holders and Honey Holders to be included in such offeringan offering shall be pari passu with each other. For purposes of the preceding sentence parenthetical concerning apportionment, for any selling stockholder that shareholder which is a an Existing Holder, Holder of Registrable Securities or Hony Holder and that which is a venture capital fund, partnership or corporation, the partners, retired partners, the affiliated venture capital funds, partners, retired partners funds and stockholders shareholders of such Holderholder, or the estates and family members of any such partners and retired partners and any trusts for the benefit of any of the foregoing persons shall be deemed to be a single “selling Holdershareholder,” and any pro pro-rata reduction with respect to such “selling Holdershareholder” shall be based upon the aggregate amount of Registrable Securities shares carrying registration rights owned by all such related entities and individualsindividuals included in such “selling shareholder,” as defined in this sentence. If any Holder disapproves the terms of any underwriting, the Holder may elect to withdraw therefrom by written notice to the Company and the underwriters delivered at least ten (10) days prior to the effective date of the registration statement. Any Registrable Securities, Hony Holders’ Registrable Securities or Existing Holders’ Registrable Securities excluded or withdrawn from the underwritten offering shall be withdrawn from the registration.

Underwriting Requirements. In connection with any underwritten public offering involving an underwriting of shares of the Company’s capital stock, the Company shall not be required under this Section 1.3 to include any of the Holders’ a Holder’s securities in such underwriting offering unless they accept such Holder accepts the terms of the underwriting as agreed upon between the Company and the underwriters selected by the Company it (or by other persons entitled to select the underwriters) and enter into an underwriting agreement in customary form with such underwritersan underwriter or underwriters selected by the Company, and then only in such quantity as the underwriters determine in their sole discretion will not jeopardize the success of the offering by the Company. If the total amount of securities, including Registrable Securities, requested by stockholders to be included in such offering exceeds the amount of securities sold other than by the Company that the underwriters determine in their sole discretion is compatible with the success of the offering, then the Company shall be required to include in the offering only that number of such securities, including Registrable Securities, that the underwriters determine in their sole discretion will not jeopardize the success of the offering. In no event shall any Registrable Securities be excluded from such offering unless all other stockholders’ (the securities have been first excluded. In the event that the underwriters determine that less than all of the Registrable Securities requested so included to be registered can be included in such offering, then the Registrable Securities that are included in such offering shall be apportioned pro rata among the selling Holders based on and any other stockholders according to the number total amount of Registrable Securities held securities entitled to be included therein owned by all each selling Holders Holder or other stockholder or in such other proportions as shall mutually be agreed to by all such selling Holders. Notwithstanding the foregoing, in no event shall the amount of securities of the selling Holders included in the offering be reduced below fifteen percent (15%) of the total amount of securities included in such offering, unless such offering is the Initial Offering, in which case the selling Holders may be excluded if the underwriters make the determination described above and no other stockholder’s securities (other than the Initiating Holders) are included in such offering). For purposes of the preceding sentence parenthetical concerning apportionment, for any selling stockholder that is a Holder of Registrable Securities and that is a venture capital fundpartnership, partnership limited liability company or corporation, the affiliated venture capital fundspartners, members, retired partners, retired partners members and stockholders of such Holder, or the estates and family members of any such partners partners, members and retired partners partners, retired members and any trusts for the benefit of any of the foregoing persons shall be deemed to be a single “selling Holder,” and any pro 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.

Underwriting Requirements. In connection with any offering involving an underwriting of shares of the Company’s 's capital stockstock pursuant to Section 1.5, the Company shall not be required under this Section 1.3 1.5 to include any of the Holders’ ' securities in such underwriting unless they accept the terms of the underwriting as agreed upon between the Company and the underwriters selected by the Company it (or by other persons entitled to select the underwriters) and enter into an underwriting agreement in customary form with such underwriters), and then only in such quantity as the underwriters determine in their sole discretion will not jeopardize the success of the offering by the Company. If the total amount of securities, including Registrable Securities, requested by stockholders shareholders to be included in such offering exceeds the amount of securities sold other than by the Company that the underwriters determine in their sole discretion is compatible with the success of the offering, then the Company shall be required to include in the offering only that number of such securities, including Registrable Securities, that which the underwriters determine in their sole discretion will not jeopardize the success of the offering. In no event shall any Registrable Securities be excluded from such offering unless all other stockholders’ (the securities have been first excluded. In the event that the underwriters determine that less than all of the Registrable Securities requested so included to be registered can be included in such offering, then the Registrable Securities that are included in such offering shall be apportioned pro rata (as nearly as practicable) among the selling Holders based on shareholders according to the number total amount of Registrable Securities held securities entitled to be included therein owned by all each selling Holders shareholder or in such other proportions as shall mutually be agreed to by all such selling Holders. Notwithstanding shareholders); provided, however, that the foregoing, number of shares of Registrable Securities to be included in such underwriting shall not be reduced unless all other shares of securities (except the securities proposed to be sold by the Company in such underwriting) are first entirely excluded from the underwriting but in no event shall the amount of securities of the selling Holders included in the offering be reduced below fifteen thirty percent (1530%) of the total amount of securities included in such offering, unless such offering is the Initial Offering, in which case the selling Holders may be excluded if the underwriters make the determination described above and no other stockholder’s securities (other than the Initiating Holders) are included in such offering. For purposes of the preceding sentence parenthetical concerning apportionment, for any selling stockholder that shareholder which is a Holder holder of Registrable Securities and that which is a venture capital fund, partnership or corporation, the affiliated venture capital funds, partners, retired partners and stockholders shareholders of such Holderholder, or the estates and family members of any such partners and retired partners and any trusts for the benefit of any of the foregoing persons shall be deemed to be a single “"selling Holder,” shareholder", and any pro pro-rata reduction with respect to such “"selling Holder” shareholder" shall be based upon the aggregate amount of Registrable Securities shares carrying registration rights owned by all such related entities and individualsindividuals included in such "selling shareholder", as defined in this sentence.

Underwriting Requirements. In connection with any offering involving an underwriting of shares of the Company’s capital stockshares, the Company shall not be required under this Section 1.3 2.2 to include any of the Holders’ Rights Holder’s securities in such underwriting unless they accept the terms of the underwriting as agreed upon between the Company and the underwriters of internationally recognized standing selected by the Company it (or by other persons entitled to select the underwriters) and enter into an underwriting agreement in customary form with such underwriters), and then only in such quantity as the underwriters determine in their his sole discretion will not jeopardize the success of the offering by the Company. If the total amount of securitiesthe Company Securities, including Registrable Securities, requested by stockholders shareholders to be included in such offering exceeds the amount of securities sold other than by the Company that the underwriters determine in their his sole discretion is compatible with the success of the offering, then the Company shall be required to include in the offering only that number of such securitiesCompany Securities, including Registrable Securities, that which the underwriters determine in their his sole discretion will not jeopardize the success of the offering. In no event shall any Registrable Securities be excluded from such offering unless all other stockholders’ (the securities have been first excluded. In the event that the underwriters determine that less than all of the Registrable Securities requested so included to be registered can be included in such offering, then the Registrable Securities that are included in such offering shall be apportioned pro rata among the selling Holders based on shareholders according to the number total amount of Registrable Securities held securities entitled to be included therein owned by all each selling Holders shareholder or in such other proportions as shall mutually be agreed to by all such selling Holders. Notwithstanding the foregoing, shareholders) but in no event shall (i) the amount of securities Registrable Securities of the selling Holders Rights Holder included in the offering be reduced below fifteen twenty-five percent (1525%) of the total amount of securities the Registrable Securities included in such offering, unless such offering is the Initial Offering, in which case the selling Holders may be excluded if the underwriters make the determination described above and no or (ii) any other stockholder’s securities (Company Securities held by any shareholder other than the Initiating Holders) selling Rights Holder be included if any Registrable Securities held by the selling Rights Holder are excluded. For the avoidance of doubt, the rights of Rights Holder to be included in such offeringan offering shall be pari passu with each other. For purposes If the Rights Holder disapproves the terms of any underwriting, the Rights Holder may elect to withdraw therefrom by written notice to the Company and the underwriters delivered at least ten (10) days prior to the effective date of the preceding sentence concerning apportionment, for any selling stockholder that is a Holder of registration statement. Any Registrable Securities and that is a venture capital fund, partnership excluded or corporation, withdrawn from the affiliated venture capital funds, partners, retired partners and stockholders of such Holder, or the estates and family members of any such partners and retired partners and any trusts for the benefit of any of the foregoing persons underwritten offering shall be deemed to be a single “selling Holder,” and any pro rata reduction with respect to such “selling Holder” shall be based upon withdrawn from the aggregate amount of Registrable Securities owned by all such related entities and individualsregistration.

Underwriting Requirements. In connection with any ------------------------- offering involving an underwriting of shares of the Company’s Corporation's capital stockstock other than its initial public offering, the Company Corporation shall not be required under this Section 1.3 to include any of the Holders’ ' securities in such underwriting unless they accept the terms of the underwriting as agreed upon between the Company Corporation and the underwriters selected by the Company it (or by other persons entitled to select the underwriters) and enter into an underwriting agreement in customary form with such underwriters), and then only in such quantity as the underwriters determine in their sole discretion will not jeopardize the success of the offering by the CompanyCorporation. If the total amount of securities, including Registrable Securities, requested by stockholders to be included in such offering exceeds the amount of securities sold other than by the Company Corporation that the underwriters determine in their sole discretion is compatible with the success of the offering, then the Company Corporation shall be required to include in the offering only that number of such securities, including Registrable Securities, that which the underwriters determine in their sole discretion will not jeopardize the success of the offering. In no event shall any Registrable Securities be excluded from such offering unless all other stockholders’ Allocation of securities have been first excluded. In the event that the underwriters determine that less than all of the Registrable Securities requested to be registered can be included sold in such offering, then the Registrable Securities that are included in any such offering shall be apportioned pro made on a pro-rata basis among the selling Holders based stockholders according to the total number of securities held by each such selling stockholder and entitled to inclusion therein on the number basis of Registrable Securities held by all selling Holders or in such other proportions as shall mutually be agreed to by all such selling Holders. Notwithstanding a registration rights agreement with the foregoing, in no event shall the amount of securities of the selling Holders included in the offering be reduced below fifteen percent (15%) of the total amount of securities included in such offering, unless such offering is the Initial Offering, in which case the selling Holders may be excluded if the underwriters make the determination described above and no other stockholder’s securities (other than the Initiating Holders) are included in such offeringCorporation. For purposes of the preceding sentence concerning apportionmentallocation of securities to be included in any offering now or hereafter entered into, for any selling stockholder that which is a Holder of Registrable Securities and that is a venture capital fund, partnership or corporation, the affiliated venture capital funds"affiliates" (as defined in Rule 405 under the Act), partners, retired partners and stockholders of such Holderholder (and in the case of a partnership, any affiliated partnerships), or the estates and family members of any such partners and retired partners and any trusts for the benefit of any of the foregoing persons shall be deemed to be a single “"selling Holderstockholder,” " and any pro pro-rata reduction with respect to such “"selling Holder” stockholder" shall be based upon the aggregate amount of Registrable Securities shares carrying registration rights owned by all such related entities and individualsindividuals included in such "selling stockholder," as defined in this sentence.

Underwriting Requirements. In connection with any offering involving an underwriting of shares of the Company’s 's capital stock, the Company shall not be required under this Section 1.3 10.2 to include any of the Holders’ ' securities in such underwriting unless they accept the terms of the underwriting as agreed upon between the Company and the underwriters selected by the Company it (or by other persons entitled to select the underwriters) and enter into an underwriting agreement in customary form with such underwriters), and then only in such quantity as the underwriters determine in their sole discretion will not jeopardize the success of the offering by the Company. If the total amount of securities, including Registrable Securities, requested by stockholders to be included in such offering exceeds the amount of securities sold other than by the Company that the underwriters determine in their sole discretion is compatible with the success of the offering, then the Company shall be required to include in the offering only that number of such securities, including Registrable Securities, that which the underwriters determine in their sole discretion will not jeopardize the success of the offering. In no event shall any Registrable Securities be excluded from such offering unless all other stockholders’ (the securities have been first excluded. In the event that the underwriters determine that less than all of the Registrable Securities requested so included to be registered can be included in such offering, then the Registrable Securities that are included in such offering shall be apportioned pro rata among the selling Holders based on stockholders according to the number total amount of Registrable Securities held securities entitled to be included therein owned by all each selling Holders stockholder or in such other proportions as shall mutually be agreed to by all such selling Holders. Notwithstanding the foregoing, stockholders) but in no event shall the amount of securities of the selling Holders included in the offering be reduced below fifteen percent (15%) 20% of the total amount of securities included in such offering, unless such offering is the Initial Offering, in which case the selling Holders may be excluded if the underwriters make the determination described above and no other stockholder’s securities (other than the Initiating Holders) are included in such offering. For purposes of the preceding sentence parenthetical concerning apportionment, for any selling stockholder that which is a Holder holder of Registrable Securities and that which is a venture capital fund, partnership or corporation, the affiliated venture capital funds, partners, retired partners and stockholders of such Holderholder, or the estates and family members of any such partners and retired partners and any trusts for the benefit of any of the foregoing persons shall be deemed to be a single “"selling Holderstockholder,” " and any pro pro-rata reduction with respect to such “"selling Holder” stockholder" shall be based upon the aggregate amount of Registrable Securities shares carrying registration rights owned by all such related entities and individualsindividuals included in such "selling stockholder," as defined in this sentence.

Underwriting Requirements. In connection with any offering involving an underwriting of shares of the Company’s 's capital stock, the Company shall not be required under this Section 1.3 to include any of the Holders’ ' securities in such underwriting unless they accept the terms of the underwriting as agreed upon between the Company and the underwriters selected by the Company Initiating Holders (or by other persons entitled to select the underwriters) and enter into an underwriting agreement in customary form with such underwriters), and then only in such quantity as the underwriters determine in their sole discretion will not jeopardize materially adversely affect the success of the offering by the Company. If the total amount of securities, including Registrable Securities, requested by stockholders shareholders to be included in such offering exceeds the amount of securities sold other than by the Company that the underwriters determine in their sole discretion is compatible with the success of the offering, then the Company shall be required to include in the offering only that number of such securities, including Registrable Securities, that which the underwriters determine in their sole discretion will not jeopardize the success of the offering. In no event shall any Registrable Securities be excluded from such offering unless all other stockholders’ (the securities have been first excluded. In the event that the underwriters determine that less than all of the Registrable Securities requested so included to be registered can be included in such offering, then the Registrable Securities that are included in such offering shall be apportioned pro rata among the selling Holders based on shareholders according to the number total amount of Registrable Securities held securities entitled to be included therein owned by all each selling Holders Shareholder or in such other proportions as shall mutually be agreed to by all such selling Holders. Notwithstanding the foregoing, shareholders) but in no event shall (i) the amount of securities of the selling Holders included in the offering be reduced below fifteen thirty percent (1530%) of the total amount of securities included in such offering, unless such offering is the Initial Offering, initial public offering of the Company's securities in which case the selling Holders may be excluded if the underwriters make the determination described above and no other stockholder’s shareholder's securities (other than the Initiating Holders) are included or (ii) notwithstanding (i) above, any shares being sold by a shareholder exercising a demand registration right similar to that granted in Section 1.2 be excluded from such offering. For purposes of the preceding sentence parenthetical concerning apportionment, for any selling stockholder that shareholder which is a Holder holder of Registrable Securities and that which is a venture capital fund, partnership or corporation, the affiliated venture capital funds, partners, retired partners and stockholders shareholders of such Holderholder, or the estates and family members of any such partners and retired partners and any trusts for the benefit of any of the foregoing persons shall be deemed to be a single “"selling Holdershareholder,” " and any pro pro-rata reduction with respect to such “"selling Holder” shareholder" shall be based upon the aggregate amount of Registrable Securities shares carrying registration rights owned by all such related entities and individualsindividuals included in such "selling shareholder," as defined in this sentence.

Underwriting Requirements. In connection with any offering involving an underwriting of shares of the Company’s capital stock, the The Company shall not be required under to include in any registration and underwriting to which this Section 1.3 is applicable, the Registrable Securities of any Holder that fails to include any of the Holders’ securities in such underwriting unless they accept the terms of execute the underwriting as agreed upon agreement entered into between the Company and the underwriter or underwriters selected by the Company (or by other persons entitled to select the underwriters) and enter into an underwriting agreement in customary form with such underwritersit. In addition, and then only in such quantity as the underwriters determine in their sole discretion will not jeopardize the success of the offering by the Company. If the total amount of securities, including Registrable Securities, requested by stockholders to be included in such offering exceeds the amount of securities sold other than by the Company that the underwriters determine in their sole discretion is compatible with the success of the offering, then the Company shall be required to include in the offering only that number of such securities, including Registrable Securities, Securities that the underwriters determine in their sole discretion good faith will not jeopardize the success of the offering. In no event shall any Registrable Securities be excluded from such offering unless all other stockholders’ (the securities have been first excluded. In the event that the underwriters determine that less than all of the Registrable Securities requested so included to be registered can be included in such offering, then the Registrable Securities that are included in such offering shall be apportioned pro rata among the selling Holders based on according to the number total amount of Registrable Securities held securities entitled to be included therein owned by all each selling Holders Holder or in such other proportions as shall mutually be agreed to by all such selling Holders. Notwithstanding the foregoing), but in no event shall (i) the amount of securities of the selling Holders included in the offering registration be reduced below fifteen thirty percent (1530%) of the total amount of securities included in such offeringregistration, unless such offering is the Initial OfferingOffering of the Company’s securities and such registration does not include shares of any other selling shareholders, in which case the selling Holders may be completely excluded if the underwriters make the determination described above and no other stockholdershareholder’s securities are included, or (ii) the number of shares of Registrable Securities to be included in such underwriting be reduced unless all other securities (other than those of the Initiating HoldersCompany) are first entirely excluded from the underwriting. In no event will shares of any other selling shareholders be included in such registration that would reduce the number of shares 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 sold in the offering. If any Holder disapproves of the terms of any such underwriting, such Holder may elect to withdraw therefrom by written notice to the Company and the underwriter, delivered at least ten (10) business days prior to the effective date of the registration statement. Any Registrable Securities excluded or withdrawn from such underwriting shall be excluded and withdrawn from the registration. For purposes of the preceding sentence parenthetical concerning apportionment, for any selling stockholder shareholder that is a Holder of Registrable Securities and that is a venture capital fund, partnership partnership, limited liability company or corporation, the affiliated venture capital funds, partners, retired partners partners, members, former members, and stockholders shareholders of such Holder, or the estates and family members of any such partners and partners, retired partners partners, members, former members, and any trusts for the benefit of any of the foregoing persons shall be deemed to be a single “selling Holder,” and any pro rata reduction with respect to such “selling Holder” shall be based upon the aggregate amount of Registrable Securities owned of record by all such related entities and individuals.

Underwriting Requirements. In connection with any offering involving an underwriting of shares of the Company’s 's capital stockstock pursuant to Section 8.2, Limited Partners may include up to 25% of the shares sold in the offering, provided however, that the Company shall not be required under this Section 1.3 8.2, to include any of the Holders’ securities Limited Partners' Registrable Securities in such underwriting unless they accept the Limited Partner accepts the terms of the underwriting as agreed upon between the Company and the underwriters selected by the Company it (or by other persons entitled to select the underwriters) and enter into an underwriting agreement in customary form with such underwriters), and then only in such quantity as the underwriters determine in their sole discretion will not jeopardize the success of the offering by the Company. If the total amount of securities, including Registrable Securities, requested by stockholders the Participating Limited Partners to be included in such offering exceeds the amount of securities sold other than by the Company that the underwriters determine in their sole discretion is compatible with the success of the offering, then the Company shall be required to include in the offering only that number of such securities, including Registrable Securities, that which the underwriters determine in their sole discretion will not jeopardize the success of the offering. In no event shall any Registrable Securities be excluded from such offering unless all other stockholders’ (the securities have been first excluded. In the event that the underwriters determine that less than all of the Registrable Securities requested so included to be registered can be included in such offering, then the Registrable Securities that are included in such offering shall be apportioned pro rata among the selling Holders based on shareholders according to the number total amount of Registrable Securities held securities entitled to be included therein owned by all each selling Holders shareholder or in such other proportions as shall mutually be agreed to by all such selling Holders. Notwithstanding the foregoing, in no event shall the amount of securities of the selling Holders included in the offering be reduced below fifteen percent (15%) of the total amount of securities included in such offering, unless such offering is the Initial Offering, in which case the selling Holders may be excluded if the underwriters make the determination described above and no other stockholder’s securities (other than the Initiating Holders) are included in such offeringshareholders). For purposes of the preceding sentence parenthetical concerning apportionment, for any selling stockholder that shareholder which is a Holder Participating Limited Partner of Registrable Securities and that which is a venture capital fund, partnership or corporation, the affiliated venture capital funds, partners, retired partners partners, and stockholders shareholders of such Holderholder, or the estates and family members of any such partners and retired partners and any trusts for the benefit of any of the foregoing persons shall be deemed to be a single “"selling Holder,” shareholder", and any pro rata reduction with respect to such “"selling Holder” shareholder" shall be based upon the aggregate amount of Registrable Securities shares carrying registration rights owned by all such related entities and individualsindividuals included in such "selling shareholder", as defined in this sentence.

Underwriting Requirements. In connection with any offering involving an underwriting of shares of the CompanyParent’s capital stock, the Company Parent shall not be required under this Section 1.3 2.3 to include any of the Holders’ securities in such underwriting unless they accept the terms of the underwriting as agreed upon between the Company Parent and the underwriters selected by the Company Parent (or by other persons Persons entitled to select the underwriters) and enter into an underwriting agreement in customary form with such underwriters, and then only in such quantity as the underwriters determine in their sole discretion will not jeopardize the success of the offering by the CompanyParent. If the total amount of securities, including Registrable Securities, requested by stockholders to be included in such offering exceeds the amount of securities sold other than by the Company Parent that the underwriters determine in their sole discretion is compatible with the success of the offering, then the Company Parent shall be required to include in the offering only that number of such securities, including Registrable Securities, that the underwriters determine in their sole discretion will not jeopardize the success of the offering. In no event shall any Registrable Securities be excluded from such offering unless all other stockholders’ securities have been first excluded. In the event that the underwriters determine that less than all of the Registrable Securities requested to be registered can be included in such offering, then the Registrable Securities that are included in such offering shall be apportioned pro rata among the selling Holders and the equityholders of the Company who request to have securities registered pursuant to the exercise of contractual piggyback registration rights under the Registration Rights Agreement based on the number of Registrable Securities held by all selling Holders each such Holder and each such participating equityholder party to the Registration Rights Agreement has requested to be included in such underwriting, or in such other proportions as shall mutually be agreed to by all such selling HoldersHolders and participating equityholders party to the Registration Rights Agreement. Notwithstanding the foregoing, in no event shall (i) any Registrable Securities be excluded from such offering unless all other stockholders’ securities (other than those subject to the Registration Rights Agreement) have been first excluded from the offering and (ii) the amount of securities of the selling Holders included in the offering be reduced below fifteen twenty percent (1520%) of the total amount of securities included in such offering, unless such offering is the Initial Offering, in which case the selling Holders may be excluded if the underwriters make the determination described above and no other stockholder’s securities (other than the Initiating Holders) are included in 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, members, retired partners and stockholders of such Holder, or the estates and family members Family Members of any such partners partners, members and retired partners and any trusts for the benefit of any of the foregoing persons Persons shall be deemed to be a single “selling Holder,” and any pro rata reduction with respect to such “selling Holder” shall be based upon the aggregate amount of Registrable Securities owned by all such related entities and individuals.

Underwriting Requirements. In connection with any offering involving an underwriting of shares of the Company’s capital stock, the Company shall not be required under this Section 1.3 1.2 to include any of the Holders’ securities in such underwriting unless they accept the terms of the underwriting as reasonably agreed upon between the Company and the underwriters selected by the Company (or by other persons entitled to select the underwriters) and enter into an underwriting agreement in customary form with such underwriters, and then only in such quantity as the underwriters determine in their sole discretion will not jeopardize the success of the offering by the Company. If the total amount of securities, including Registrable Securities and Other Registrable Securities, requested by stockholders to be included in such offering exceeds the amount of securities sold other than by the Company that the underwriters determine in their sole discretion is compatible with the success of the offering, then the Company shall be required to include in the offering only that number of such securities, including Registrable Securities, that the underwriters determine in their sole discretion will not jeopardize the success of the offering. In no event shall (i) any Registrable Securities and Other Registrable Securities be excluded from such offering unless all other stockholders’ securities (other than Registrable Securities and Other Registrable Securities) have been first excludedexcluded or (ii) the amount of Registrable Securities and Other Registrable Securities included in the offering be reduced below twenty percent (20%) of the total amount of securities included in such offering. In the event that the underwriters determine that less than all of the Registrable Securities and Other Registrable Securities requested to be registered can be included in such offering, then the number of Registrable Securities included in the offering shall equal the total number of Registrable Securities and Other Registrable Securities included in the offering, as determined pursuant to the immediately preceding paragraph, multiplied by a fraction (i) the numerator of which is the number of Registrable Securities then held by all Holders that request to include Registrable Securities in the offering and (ii) the denominator of which is the sum of the number of Registrable Securities then held by all Holders that request to include Registrable Securities in the offering and the number of Other Registrable Securities then held by all holders of Other Registrable Securities that are request to include Other Registrable Securities in the offering. The number of Registrable Securities included in such the offering pursuant to the immediately preceding sentence shall be apportioned pro rata among the selling Holders based on the number of Registrable Securities held by all selling Holders or in such other proportions as shall mutually be agreed to by all such selling Holders. Notwithstanding the foregoing, in no event shall the amount of securities of the selling Holders included in the offering be reduced below fifteen percent (15%) of the total amount of securities included in such offering, unless such offering is the Initial Offering, in which case the selling Holders may be excluded if the underwriters make the determination described above and no other stockholder’s securities (other than the Initiating Holders) are included in 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, private equity fund, partnership or corporation, the affiliated venture capital funds, private equity funds, partners, retired partners and stockholders of such Holder, or the estates and family members of any such partners and retired partners and any trusts for the benefit of any of the foregoing persons shall be deemed to be a single “selling Holder,” and any pro rata reduction with respect to such “selling Holder” shall be based upon the aggregate amount of Registrable Securities owned by all such related entities and individuals.

Underwriting Requirements. In connection with any offering ------------------------- involving an underwriting of shares of the Company’s 's capital stock, the Company shall not be required under this Section 1.3 to include any of the Holders’ ' securities in such underwriting unless they accept the terms of the underwriting as agreed upon between the Company and the underwriters selected by the Company it (or by other persons entitled to select the underwriters) and enter into an underwriting agreement in customary form with such underwriters), and then only in such quantity as the underwriters determine in their sole discretion will not jeopardize the success of the offering by the Company. If the total amount of securities, including Registrable Securities, requested by stockholders to be included in such offering exceeds the amount of securities sold other than by the Company that the underwriters determine in their sole discretion is compatible with the success of the offering, then the Company shall be required to include in the offering only that number of such securities, including Registrable Securities, that which the underwriters determine in their sole discretion will not jeopardize the success of the offering. In no event shall any Registrable Securities be excluded from such offering unless all other stockholders’ (the securities have been first excluded. In the event that the underwriters determine that less than all of the Registrable Securities requested so included to be registered can be included in such offering, then the Registrable Securities that are included in such offering shall be apportioned pro rata among the selling Holders based on stockholders according to the number total amount of Registrable Securities held securities entitled to be included therein owned by all each selling Holders stockholder or in such other proportions as shall mutually be agreed to by all such selling Holders. Notwithstanding the foregoing, stockholders) but in no event shall (i) any shares being sold by a stockholder exercising a demand registration right similar to that granted in Section 1.2 be excluded from such offering, (ii) the amount of securities of the selling Holders included in the offering be reduced below fifteen thirty percent (1530%) of the total amount of securities included in such offering, unless such offering is the Initial Offeringinitial public offering of the Company's securities, in which case case, except as provided in (i), the selling Holders stockholders may be excluded if the underwriters make the determination described above and no other stockholder’s 's securities are included, or (other than the Initiating Holdersiii) any securities held by a Founder be included if any securities held by any selling Holder are included in such offeringexcluded. For purposes of the preceding sentence parenthetical concerning apportionment, for any selling stockholder that which is a Holder holder of Registrable Securities and that which is a venture capital fund, partnership or corporation, the affiliated venture capital funds, partners, retired partners and stockholders of such Holderholder, or the estates and family members of any such partners and retired partners and any trusts for the benefit of any of the foregoing persons shall be deemed to be a single “"selling Holderstockholder,” " and any pro pro-rata reduction with respect to such “"selling Holder” stockholder" shall be based upon the aggregate amount of Registrable Securities shares carrying registration rights owned by all such related entities and individualsindividuals included in such "selling stockholder," as defined in this sentence.

Underwriting Requirements. In connection with any offering involving an underwriting of shares of the Company’s 's capital stock, the Company shall not be required under this Section Sections 1.2 or 1.3 to include any of the Holders’ ' securities in such underwriting unless they accept the terms of the underwriting as agreed upon between the Company and the underwriters selected by the Company it (or by other persons entitled to select the underwriters) and enter into an underwriting agreement in customary form with such underwriters), and then only in such quantity as the underwriters determine in their sole discretion will not jeopardize the success of the offering by the Company. If the total amount of securities, including Registrable Securities, requested by stockholders to be included in such offering exceeds the amount of securities sold other than by the Company that the underwriters determine in their sole discretion is compatible with the success of the offering, then the Company shall be required to include in the offering only that number of such securities, including Registrable Securities, that which the underwriters determine in their sole discretion will not jeopardize the success of the offering. In no event shall any offering (the securities so included to be first taken from the Holders of Registrable Securities be excluded from such offering unless all other stockholders’ securities have been first excluded. In the event that the underwriters determine that less than all of the Registrable Securities requested to be registered can be included in such offering, then the Registrable Securities that are included in such offering shall be and apportioned pro rata among the selling Holders based on stockholders according to the number total amount of Registrable Securities held securities entitled to be included therein owned by all each selling Holders stockholder or in such other proportions as shall mutually be agreed to by all such selling Holders. Notwithstanding the foregoingstockholders, but in no event shall the amount of securities of the selling Holders included in the offering be reduced below fifteen percent (15%) of the total amount of securities included in such offering, unless such offering is the Initial Offering, in which case the selling Holders may any shares being sold by a stockholder exercising registration rights pursuant to Section 1.3 be excluded if the underwriters make the determination described above and no other stockholder’s securities (other than the Initiating Holders) are included in from such offering. For purposes of the preceding sentence concerning apportionment, for any selling stockholder that Holder which is a Holder of Registrable Securities and that is a venture capital fund, partnership or corporation, the affiliated venture capital funds, partners, retired partners and stockholders of such Holder, or the estates and family members of any such partners and retired partners and any trusts for the benefit of any of the foregoing persons persons, shall be deemed to be a single “"selling Holderstockholder,” " and any pro pro-rata reduction with respect to such “"selling Holder” stockholder" shall be based upon the aggregate amount of Registrable Securities shares carrying registration rights owned by all such related entities and individualsindividuals included in such "selling stockholder," as defined in this sentence.

Underwriting Requirements. In connection with any offering involving an underwriting of shares of the Company’s 's capital stock, the Company shall not be required under this Section 1.3 to include any of the Holders’ ' securities in such underwriting unless they accept the terms of the underwriting as agreed upon between the Company and the underwriters selected by the Company it (or by other persons entitled to select the underwriters) and enter into an underwriting agreement in customary form with such underwriters), and then only in such quantity as the underwriters determine in their sole discretion will not jeopardize the success of the offering by the Company. If the total amount of securities, including Registrable Securities, requested by stockholders shareholders to be included in such offering exceeds the amount of securities sold other than by the Company that the underwriters determine in their sole discretion is compatible with the success of the offering, then the Company shall be required to include in the offering only that number of such securities, including Registrable Securities, that which the underwriters determine in their sole discretion will not jeopardize the success of the offering. In no event shall any Registrable Securities be excluded from such offering unless all other stockholders’ (the securities have been first excluded. In the event that the underwriters determine that less than all of the Registrable Securities requested so included to be registered can be included in such offering, then the Registrable Securities that are included in such offering shall be apportioned pro rata among the selling Holders based on shareholders according to the number total amount of Registrable Securities held securities entitled to be included therein owned by all each selling Holders shareholder or in such other proportions as shall mutually be agreed to by all such selling Holders. Notwithstanding the foregoing, shareholders) but in no event shall (i) the amount of securities of the selling Holders included in the offering be reduced below fifteen twenty percent (1520%) of the total amount of securities included in such offering, unless such offering is the Initial Offeringor (ii) notwithstanding (i) above, any shares being sold by a shareholder exercising a demand registration right similar to that granted in which case the selling Holders may Section 1.2 be excluded if the underwriters make the determination described above and no other stockholder’s securities (other than the Initiating Holders) are included in from such offering. For purposes of the preceding sentence parenthetical concerning apportionment, for any selling stockholder that shareholder which is a Holder holder of Registrable Securities and that which is a venture capital fund, partnership or corporation, the affiliated venture capital funds, partners, retired partners and stockholders shareholders of such Holderholder, or the estates and family members of any such partners and retired partners and any trusts for the benefit of any of the foregoing persons shall be deemed to be a single “"selling Holder,” shareholder", and any pro pro-rata reduction with respect to such “"selling Holder” shareholder" shall be based upon the aggregate amount of Registrable Securities shares carrying registration rights owned by all such related entities and individualsindividuals included in such "selling shareholder", as defined in this sentence.

Underwriting Requirements. In connection with any offering involving an underwriting of shares of the Company’s capital stockPiggy-Back Underwritten Offering, the Company shall not be required under this Section 1.3 to include any of the Holders’ securities Registrable Securities in such underwriting offering unless they accept such Holder accepts the terms of the underwriting as agreed upon between the Company and the underwriters selected by in accordance with this Section 2.1.4 (which terms shall be the Company (or by same with respect to all Holders, except for variations resulting from jurisdiction of incorporation, tax status, corporate status and other persons entitled matters relating specifically to select the underwritersspecific Holders) and enter enters into an underwriting agreement in customary form with such underwritersan underwriter or underwriters selected by the Company, and then only in such quantity as the underwriters determine in their sole discretion will not jeopardize the success of the offering by the Company. If the total amount of securities, including Registrable Securities, requested by stockholders shareholders to be included in such offering exceeds the amount of securities sold other than by the Company that the underwriters determine in their sole discretion is compatible with the success of the offering, then the Company shall be required to include in the offering only that number of such securities, including Registrable Securities, that the underwriters determine in their sole discretion will not jeopardize the success of the offering. In no event shall any Registrable Securities be excluded from such offering unless all other stockholders’ (the securities have been first excluded. In the event that the underwriters determine that less than all of the Registrable Securities requested so included to be registered can be included in such offering, then the Registrable Securities that are included in such offering shall be apportioned pro rata among the selling Holders based on according to the number total amount of Registrable Securities held securities entitled to be included therein owned by all each such selling Holders Holder or in such other proportions as shall mutually be agreed to by all holders of 75% in interest of such selling Holders). Notwithstanding In all cases, the foregoing, in no event shall the amount number of securities of the selling Holders included Registrable Securities in the offering may be reduced below fifteen percent (15%) of only if all other shareholders’ securities are first entirely excluded from the total amount of securities included in such offering, unless such offering is the Initial Offering, in which case the selling Holders may be excluded if the underwriters make the determination described above and no other stockholder’s securities (other than the Initiating Holders) are included in such offering. For purposes of the preceding second sentence of this Section 2.1.4 concerning apportionment, for any selling stockholder shareholder that is a Holder of Registrable Securities and that is a venture capital fundpartnership, partnership limited liability company or corporation, the affiliated venture capital fundspartners, members, retired partners, retired partners members and stockholders shareholders of such Holder, or the estates and family members of any such partners partners, members and retired partners partners, retired members and any trusts for the benefit of any of the foregoing persons shall be deemed to be a single “selling Holder,” and any pro 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.

Underwriting Requirements. In connection with any offering involving an underwriting of shares of the Company’s capital stock, the Company shall not be required under this Section 1.3 to include any of the Holders’ securities in such underwriting unless they accept the terms of the underwriting as agreed upon between the Company and the underwriters selected by the Company (or by other persons entitled to select the underwriters) and enter into an underwriting agreement in customary form with such underwriters, and then only in such quantity as the underwriters determine in their sole discretion will not jeopardize the success of the offering by the Company. If the total amount of securities, including Registrable Securities, requested by stockholders shareholders to be included in such offering exceeds the amount of securities sold other than by the Company that the underwriters determine in their sole discretion is compatible with the success of the offering, then the Company shall be required to include in the offering only that number of such securities, including Registrable Securities, that the underwriters determine in their sole discretion will not jeopardize the success of the offering. In no event shall any Registrable Securities be excluded from such offering unless all other stockholdersshareholders’ securities have been first excluded. In the event that the underwriters determine that less than all of the Registrable Securities requested to be registered after the expiration of Restricted Period can be included in such offering, then the Registrable Securities that are included in such offering shall be apportioned allocated (i) first, to Holders of Registrable Securities who hold (or held) Notes or Series C Preferred Stock, pro rata among according to the selling number of Registrable Securities held by each such Holder; and (ii) second, to the remaining Holders of Registrable Securities pro rata based on the number of Registrable Securities held by all selling Holders or such Holders. In the event that the underwriters determine that less than all of the Registrable Securities requested to be registered before the expiration of the Restricted Period can be included in such other proportions as offering, then the Registrable Securities that are included in such offering shall mutually be agreed allocated (i) first, to Holders of Registrable Securities who hold (or held) Series C Preferred Stock, pro rata according to the number of Registrable Securities held by each such Holder, up to the Series C Threshold Amount; and (ii) second, after the Senior Management Employees and Director Employees have each registered up to their Threshold Senior Management Registrable Securities, to all Holders of Registrable Securities, pro rata according to the number of Registrable Securities held by each such Holder of Registrable Securities held by all such selling Holders. Notwithstanding the foregoing, in no event shall (i) the amount of securities of the selling Holders included in the offering be reduced below fifteen thirty percent (1530%) of the total amount of securities included in such offering, unless such offering is the Company’s first firm commitment underwritten public offering of its Common Stock under the Act (the “Initial Offering”), in which case the selling Holders may be excluded if the underwriters make the determination described above and no other stockholdershareholder’s securities (other than the Initiating Holders) are included in such offering. For purposes of the preceding sentence and for purposes of Section 1.2(b) concerning apportionment, for any selling stockholder shareholder that is a Holder of Registrable Securities and that is a venture capital fund, partnership or corporation, the affiliated venture capital funds, partners, retired partners and stockholders shareholders of such Holder, or the estates and family members of any such partners and retired partners and any trusts for the benefit of any of the foregoing persons shall be deemed to be a single “selling 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.

Underwriting Requirements. In connection with any offering Registration Statement involving an underwriting underwritten offering of shares of the Company’s capital stockCommon Stock and the shares of Common Stock underlying the Warrants, the Company shall not be required under this Section 1.3 to include any of the HoldersPurchasers’ securities Registrable Securities in such underwriting unless they accept the Purchaser accepts the terms of the underwriting as agreed upon between the Company and the underwriters selected by the Company (or by other persons entitled to select the underwriters) and enter into an underwriting agreement in customary form with such its underwriters, and then only in such quantity as the underwriters determine underwriter in their its sole discretion determines will not jeopardize the success of the offering by the Company. If the total amount number of securities, including Registrable Securities, requested by stockholders Securities to be included in such offering (the “Requested Securities”) exceeds the amount number of securities to be sold (other than by the Company Company) that the underwriters determine underwriter in their sole its reasonable discretion determines is compatible with the success of the offering, then the Company shall be required to include in the offering only that number of such securitiesRequested Securities which the underwriter, including Registrable Securitiesin its sole discretion, that the underwriters determine in their sole discretion determines will not jeopardize the success of the offering. In no event shall any Registrable Securities be excluded from such offering unless all other stockholders’ securities have been first excluded. In If the event that the underwriters determine underwriter determines that less than all of the Registrable Requested Securities requested to be registered can be included in such offering, then the Registrable Securities securities to be registered that are included in such offering shall be apportioned pro rata allocated among the selling Holders based on holders of the Registrable Securities (the “Holders”) in proportion (as nearly as practicable) to the number of Registrable Requested Securities held owned by all selling Holders each Holder. To facilitate the allocation of shares in accordance with the above provisions, the Company or in such other proportions as shall mutually be agreed to by all such selling Holders. Notwithstanding the foregoing, in no event shall the amount of securities of the selling Holders included in the offering be reduced below fifteen percent (15%) of the total amount of securities included in such offering, unless such offering is the Initial Offering, in which case the selling Holders may be excluded if the underwriters make may round the determination described above and no other stockholder’s securities (other than number of shares allocated to any Holder to the Initiating Holders) are included in such offeringnearest 10 shares. For purposes of the preceding sentence provision in this Section 4 concerning apportionment, for any selling stockholder Holder that is a Holder of Registrable Securities and that is a venture capital fundpartnership, partnership limited liability company, or corporation, the affiliated venture capital fundspartners, members, retired partners, retired partners members, shareholders, and stockholders affiliates of such Holder, or the estates and immediate family members of any such partners partners, retired partners, members, and retired partners members and any trusts for the benefit of any of the foregoing persons Persons, shall be deemed to be a single “selling Holder,” and any pro rata reduction with respect to such “selling Holder” shall be based upon the aggregate amount number of Registrable Requested Securities owned by all Persons included in such related entities and individuals“Holder,” as defined in this sentence. The Purchasers understand that the underwriter may determine that none of the Registrable Securities can be included in the offering.

Underwriting Requirements. In connection with any offering involving an underwriting of shares of the Company’s 's capital stock, the Company shall not be required under this Section 1.3 1.2 or 1.4 to include any of the Holders’ ' securities in such underwriting unless they accept the terms of the underwriting as agreed upon between the Company and the underwriters selected by the Company it (or by other persons entitled to select the underwriters) and enter into an underwriting agreement in customary form with such underwriters), and then only in such quantity as the underwriters determine in their sole discretion will not jeopardize the success of the offering by the Company. If the total amount of securities, including Registrable Securities, requested by stockholders to be included in such offering exceeds the amount of securities sold other than by the Company that the underwriters determine in their sole discretion is compatible with the success of the offering, then the Company shall be required to include in the offering only that number of such securities, including Registrable Securities, that which the underwriters determine in their sole discretion will not jeopardize the success of the offering. In no event shall any offering (the securities so included to be first taken from the Holders of Registrable Securities be excluded from such offering unless all other stockholders’ securities have been first excluded. In the event that the underwriters determine that less than all of the Registrable Securities requested to be registered can be included in such offering, then the Registrable Securities that are included in such offering shall be and apportioned pro rata among the selling Holders based on stockholders according to the number total amount of Registrable Securities held securities entitled to be included therein owned by all each selling Holders stockholder or in such other proportions as shall mutually be agreed to by all such selling Holders. Notwithstanding the foregoingstockholders, but in no event shall the amount of securities of the selling Holders included in the offering be reduced below fifteen percent (15%) of the total amount of securities included in such offering, unless such offering is the Initial Offering, in which case the selling Holders may any shares being sold by a stockholder exercising registration rights pursuant to Section 1.2 be excluded if the underwriters make the determination described above and no other stockholder’s securities (other than the Initiating Holders) are included in from such offering. For purposes of the preceding sentence concerning apportionment, for any selling stockholder that Holder which is a Holder of Registrable Securities and that is a venture capital fund, partnership or corporation, the affiliated venture capital funds, partners, retired partners and stockholders of such Holder, or the estates and family members of any such partners and retired partners and any trusts for the benefit of any of the foregoing persons persons, shall be deemed to be a single “"selling Holderstockholder,” " and any pro pro-rata reduction with respect to such “"selling Holder” stockholder" shall be based upon the aggregate amount of Registrable Securities shares carrying registration rights owned by all such related entities and individualsindividuals included in such "selling stockholder," as defined in this sentence.

Underwriting Requirements. In connection with any offering involving an underwriting of shares of the Company’s capital stock, the Company shall not be required under this Section 1.3 to include any of the Holders’ securities in such underwriting unless they accept the terms of the underwriting as agreed upon between the Company and the underwriters selected by the Company (or by other persons entitled to select the underwriters) and enter into an underwriting agreement in customary form with such underwriters, and then only in such quantity as the underwriters determine in their sole discretion will not jeopardize the success of the offering by the Company. If the total amount of securities, including Registrable Securities, requested by stockholders to be included in such offering exceeds the amount of securities sold other than by the Company that the underwriters determine in their sole discretion is compatible with the success of the offering, then the Company shall be required to include in the offering only that number of such securities, including Registrable Securities, that the underwriters determine in their sole discretion will not jeopardize the success of the offering. In no event shall any Registrable Securities be excluded from such offering unless all other stockholders’ securities have been first excluded. In the event that the underwriters determine that less than all of the Registrable Securities requested to be registered can be included in such offering, then the Registrable Securities that are included in such offering shall be apportioned pro rata among the selling Holders based on the number of Registrable Securities held by all selling Holders or in such other proportions as shall mutually be agreed to by all such selling HoldersHolders holding a majority of the Registrable Securities requested to be so registered. Notwithstanding the foregoing, in no event shall the amount of securities of the selling Holders included in the offering be reduced below fifteen thirty percent (1530%) of the total amount of securities included in such offering, unless such offering is the Initial Offering, in which case the selling Holders may be excluded if the underwriters make the determination described above and no other stockholder’s securities (other than the Initiating Holders) are included in 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 and stockholders of such Holder, or the estates and family members of any such partners and retired partners and any trusts for the benefit of any of the foregoing persons shall be deemed to be a single “selling Holder,” and any pro rata reduction with respect to such “selling Holder” shall be based upon the aggregate amount of Registrable Securities owned by all such related entities and individuals.

Underwriting Requirements. In connection with any offering involving an underwriting of shares of the Company’s 's capital stock, the Company shall not be required under this Section 1.3 to include any of the Holders’ ' securities in such underwriting unless they accept the terms of the underwriting as agreed upon between the Company and the underwriters selected by the Company it (or by other persons entitled to select the underwriters) and enter into an underwriting agreement in customary form with such underwriters), and then only in such quantity as the underwriters determine in their sole discretion will not jeopardize the success of the offering by the Company. If the total amount of securities, including Registrable Securities, requested by stockholders to be included in such offering exceeds the amount of securities sold other than by the Company that the underwriters determine in their sole discretion is compatible with the success of the offering, then the Company shall be required to include in the offering only that number of such securities, including Registrable Securities, that which the underwriters determine in their sole discretion will not jeopardize the success of the offering. In no event shall any Registrable Securities be excluded from such offering unless all other stockholders’ (the securities have been first excluded. In the event that the underwriters determine that less than all of the Registrable Securities requested so included to be registered can be included in such offering, then the Registrable Securities that are included in such offering shall be apportioned pro rata among the selling Holders based on stockholders according to the number total amount of Registrable Securities held securities entitled to be included therein owned by all each selling Holders stockholder or in such other proportions as shall mutually be agreed to by all such selling Holders. Notwithstanding the foregoing, stockholders) but in no event shall (i) the amount of securities of the selling Holders included in the offering be reduced below fifteen twenty percent (1520%) of the total amount of securities included in such offering, unless such offering is the Initial Offeringinitial public offering of the Company's securities, in which case case, the selling Holders stockholders may be excluded if the underwriters make the determination described above and no other stockholder’s 's securities (other than the Initiating Holders) are included in such offeringor (ii) any securities held by a Founder be included if any securities held by any other selling Holder are excluded. For purposes of the preceding sentence parenthetical concerning apportionment, for any selling stockholder that which is a Holder holder of Registrable Securities and that which is a venture capital fund, partnership or corporation, the affiliated venture capital funds, partners, retired partners and stockholders of such Holderholder, or the estates and family members of any such partners and retired partners and any trusts for the benefit of any of the foregoing persons shall be deemed to be a single “selling Holder"SELLING STOCKHOLDER,” " and any pro pro-rata reduction with respect to such “"selling Holder” stockholder" shall be based upon the aggregate amount of Registrable Securities shares carrying registration rights owned by all such related entities and individualsindividuals included in such "selling stockholder," as defined in this sentence.

Underwriting Requirements. In connection with any offering involving an underwriting of shares of the Company’s capital stock, the Company shall not be required under this Section 1.3 Article I to include any of the Holders’ Holder’s securities in such underwriting unless they accept it accepts the terms of the underwriting as agreed upon between the Company and the underwriters selected by the Company it (or by other persons entitled to select the underwriters) and enter into an underwriting agreement in customary form with such underwriters), and then only in such quantity as the underwriters determine in their sole discretion will not jeopardize the success of the offering by the Company. If the total amount of securities, including Registrable Securities, requested by stockholders to be included in such offering exceeds the amount of securities sold other than by the Company that the underwriters determine in their sole discretion is compatible with the success of the offering, then the Company shall be required to include in the offering only that number of such securities, including Registrable Securities, that which the underwriters determine in their sole discretion will not jeopardize the success of the offering. In no event shall any Registrable Securities be excluded from such offering unless all other stockholders’ (subject to the Company’s compliance with its obligations under then-existing agreements, the securities have been first excluded. In the event that the underwriters determine that less than all of the Registrable Securities requested so included to be registered can be included in such offering, then the Registrable Securities that are included in such offering shall be apportioned pro rata among the selling Holders based on stockholders according to the number total amount of Registrable Securities held securities entitled to be included therein owned by all each selling Holders stockholder or in such other proportions as shall mutually be agreed to by all such selling Holders. Notwithstanding the foregoing, in no event shall the amount of securities of the selling Holders included in the offering be reduced below fifteen percent (15%) of the total amount of securities included in such offering, unless such offering is the Initial Offering, in which case the selling Holders may be excluded if the underwriters make the determination described above and no other stockholder’s securities (other than the Initiating Holders) are included in such offeringstockholders). For purposes of the preceding sentence parenthetical concerning apportionment, for any selling stockholder that Holder which is a Holder of Registrable Securities and that is a venture capital fundpartnership, partnership corporation or corporationlimited liability company, the affiliated venture capital fundspartners, retired partners, members and stockholders of such holder, or the estates and Immediate Family Members of any such partners, retired partners and stockholders of such Holder, or the estates and family members of any such partners and retired partners and any trusts for the benefit of any of the foregoing persons shall be deemed to be a single “selling Holderstockholder,” and any pro pro-rata reduction with respect to such “selling Holderstockholder” shall be based upon the aggregate amount of Registrable Securities shares carrying registration rights owned by all such related entities and individualsindividuals included in such “selling stockholder,” as defined in this sentence.

Underwriting Requirements. In connection with any offering involving an underwriting of shares of the Company’s capital stock, the Company shall not be required under this Section 1.3 3.2 to include any of the Holders’ securities in such underwriting unless they accept the terms of the underwriting as agreed upon between the Company and the underwriters selected by the Company (or by other persons entitled to select the underwriters) and enter into an underwriting agreement in customary form with such underwriters, and then then, subject to the remaining provisions of this Section 3.2(c), only in such quantity as the underwriters determine in their sole discretion will not jeopardize the success of the offering by the Company. If the total amount managing underwriters advise the Company in writing that in their opinion the number of securities, including Registrable Securities, securities requested by stockholders to be included in such registration exceeds the number which can be sold in such offering exceeds without adversely affecting the marketability of the offering, the Company will include in such registration only the amount of securities sold other than by which the managing underwriters have advised can be sold, and will allocate such amount, first, to the amount of securities the Company that the underwriters determine in their sole discretion is compatible with the success of the offeringproposes to sell and second, then the Company shall be required to include in the offering only that number of such securities, including Registrable Securities, that the underwriters determine in their sole discretion will not jeopardize the success of the offering. In no event shall any Registrable Securities be excluded from such offering unless all other stockholders’ securities have been first excluded. In the event that the underwriters determine that less than all of the Registrable Securities requested to be registered can be included in such offering, then the Registrable Securities that are included in such offering shall be apportioned pro rata among the selling Holders and Other Holders based on the number of Registrable Securities shares held by all selling such Holders and Other Holders or in such other proportions as shall mutually be agreed to by all such selling Holders. Notwithstanding the foregoing, in no event shall the amount of securities of the selling Holders included in the offering be reduced below fifteen percent (15%) of the total amount of securities included in such offering, unless such offering is the Initial Offering, in which case the selling Holders may be excluded if the underwriters make the determination described above and no other stockholder’s securities (other than the Initiating Holders) are included in such offeringholders. 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 and stockholders of such Holder, or the estates and family members of any such partners and retired partners and any trusts for the benefit of any of the foregoing persons shall be deemed to be a single “selling Holder,” and any pro rata reduction with respect to such “selling Holder” shall be based upon the aggregate amount of Registrable Securities owned by all such related entities and individuals.

Underwriting Requirements. In connection with any offering involving an underwriting of shares of the Company’s capital stock, the Company shall not be required under this Section 1.3 to include any of the Holders’ securities in such underwriting unless they accept the terms of the underwriting as agreed upon between the Company and the underwriters selected by the Company (or by other persons entitled to select the underwriters) and enter into an underwriting agreement in customary form with such underwriters, and then only in such quantity as the underwriters determine in their sole discretion will not jeopardize the success of the offering by the Company. If the total amount of securities, including Registrable Securities, requested by stockholders shareholders to be included in such offering exceeds the amount of securities sold other than by the Company that the underwriters determine in their sole discretion is compatible with the success of the offering, then the Company shall be required to include in the offering only that number of such securities, including Registrable Securities, that the underwriters determine in their sole discretion will not jeopardize the success of the offering. In no event shall any Registrable Securities be excluded from such offering unless all other stockholdersshareholders’ securities have been first excluded. In the event that the underwriters determine that less than all of the Registrable Securities requested to be registered can be included in such offering, then the Registrable Securities that are included in such offering shall be apportioned pro rata among the selling Holders based on the number of Registrable Securities held by all selling Holders or in such other proportions as shall mutually be agreed to by all such selling Holders. Notwithstanding the foregoing, in no event shall the amount of securities of the selling Holders included in the offering be reduced below fifteen thirty percent (1530%) of the total amount of securities included in such offering, unless such offering is the Initial Offeringinitial public offering of the Company’s securities, in which case the selling Holders may be excluded if the underwriters make the determination described above and no other stockholdershareholder’s securities (other than the Initiating Holders) are included in such offering. For purposes of the preceding sentence concerning apportionment, for any selling stockholder shareholder that is a Holder of Registrable Securities and that is a venture capital fund, partnership partnership, limited liability company, or corporation, the affiliated venture capital fundsfunds or funds under common investment management, partners, members, retired partners partners, retired members and stockholders shareholders of such Holder, or the estates and family members of any such partners partners, members, retired members and retired partners and any trusts for the benefit of any of the foregoing persons shall be deemed to be a single “selling 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.

Underwriting Requirements. In connection with any offering ------------------------- involving an underwriting of shares of the Company’s 's capital stock, the Company shall not be required under this Section 1.3 to include any of the Holders’ ' securities in such underwriting unless they accept the terms of the underwriting as agreed upon between the Company and the underwriters selected by the Company it (or by other persons entitled to select the underwriters) and enter into an underwriting agreement in customary form with such underwriters), and then only in such quantity as the underwriters determine in their sole discretion will not jeopardize the success of the offering by the Company. If the total amount of securities, including Registrable Securities, requested by stockholders shareholders to be included in such offering exceeds the amount of securities sold other than by the Company that the underwriters determine in their sole discretion is compatible with the success of the offering, then the Company shall be required to include in the offering only that number of such securities, including Registrable Securities, that which the underwriters determine in their sole discretion will not jeopardize the success of the offering. In no event shall any Registrable Securities be excluded from such offering unless all other stockholders’ (the securities have been first excluded. In the event that the underwriters determine that less than all of the Registrable Securities requested so included to be registered can be included in such offering, then the Registrable Securities that are included in such offering shall be apportioned pro rata among the selling Holders based on shareholders according to the number total amount of Registrable Securities held securities entitled to be included therein owned by all each selling Holders shareholder or in such other proportions as shall mutually be agreed to by all such selling Holders. Notwithstanding the foregoing, shareholders) but in no event shall (i) the amount of securities of the selling Holders included in the offering be reduced below fifteen twenty percent (1520%) of the total amount of securities included in such offering, unless such offering is the Initial Offering, initial public offering of the Company's securities in which case the selling Holders shareholders may be excluded if the underwriters make the determination described above and no other stockholder’s shareholder's securities (other than the Initiating Holders) are included or (ii) notwithstanding (i) above, any shares being sold by a shareholder exercising a demand registration right similar to that granted in Section 1.2 be excluded from such offeringoffering or (iii) any securities held by a Founder be included if any securities held by any selling Holder are excluded. For purposes of the preceding sentence parenthetical concerning apportionment, for any selling stockholder that shareholder which is a Holder holder of Registrable Securities and that which is a venture capital fund, partnership or corporation, the affiliated venture capital funds, partners, retired partners and stockholders shareholders of such Holderholder, or the estates and family members of any such partners and retired partners and any trusts for the benefit of any of the foregoing persons shall be deemed to be a single “"selling Holdershareholder,” " and any pro pro-rata reduction with ------------------- respect to such “"selling Holder” shareholder" shall be based upon the aggregate amount of Registrable Securities shares carrying registration rights owned by all such related entities and individualsindividuals included in such "selling shareholder," as defined in this sentence.

Underwriting Requirements. In connection with any offering involving an underwriting of shares of the Company’s capital stock, the Company shall not be required under this Section 1.3 to include any of the Holders’ securities Registrable Securities in such underwriting unless they accept the terms of the underwriting as agreed upon between the Company and the underwriters selected by the Company it (or by other persons entitled to select the underwriters). All Holders proposing to distribute their securities through such underwriting shall (together with the Company as provided in subsection 1.4(e)) and enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriters, and then only in such quantity as the underwriters determine in their sole discretion will not jeopardize the success of the offering by the Companyunderwriting. If the total amount of securities, including Registrable Securities, Securities requested by stockholders to be included in such offering offering, exceeds the amount of securities sold other than by the Company that the underwriters determine in their sole discretion is compatible with the success of the offering, then the Company shall be required to include in the offering only that number of such securities, including Registrable Securities, that which the underwriters determine in their sole discretion will not jeopardize the success of the offering. In no event shall any Registrable Securities be excluded from such offering unless all other stockholders’ (the securities have been first excluded. In the event that the underwriters determine that less than all of the Registrable Securities requested so included to be registered can be included in such offering, then the Registrable Securities that are included in such offering shall be apportioned pro rata among the selling Holders based on stockholders according to the number total amount of Registrable Securities held securities requested to be included therein by all each such selling Holders stockholder or in such other proportions as shall mutually be agreed to by all such selling Holders. Notwithstanding the foregoingstockholders), but in no event shall the amount of securities of the selling Holders included in the offering be reduced below fifteen percent unless (15%i) the securities of all other selling stockholders included in the total offering are first reduced to zero and (ii) the amount of securities included in such offering, unless such offering is the Initial Offering, in which case of the selling Holders may be excluded if the underwriters make the determination described above and no other stockholder’s securities (other than the Initiating Holders) are included in the offering are reduced pro rata according to the number of Registrable Securities held by such offeringselling Holders. For purposes of the preceding sentence concerning apportionment, for any selling stockholder that which is a Holder of Registrable Securities and that which is a venture capital fundpartnership, partnership limited liability company or corporation, the affiliated venture capital fundspartners (or retired partners), partners, members (or retired partners members) and stockholders of such Holderselling stockholder, or the estates and family members of any such partners and (retired partners partners), members (or retired members) or stockholders and any trusts for the benefit of any of the foregoing persons shall be deemed to be a single “selling Holder,stockholder” and any pro rata reduction with respect to such “selling Holderstockholder” shall be based upon the aggregate amount of Registrable Securities shares carrying registration rights owned by all such related entities and individualsindividuals included in such “selling stockholder” as defined in this sentence.

Underwriting Requirements. In connection with any offering involving an underwriting of shares of the Company’s 's capital stock, the Company shall not be required under this Section 1.3 2.1 or Section 2.2 to include any of the Holders’ ' securities in such underwriting unless they accept the terms of the underwriting as agreed upon between the Company and the underwriters selected by the Company it (or by other persons entitled to select the underwriters) and enter into an underwriting agreement in customary form with such underwriters), and then only in such quantity as the underwriters determine in their sole discretion will not jeopardize the success of the offering by the Company. If the total amount of securities, including Registrable Securities, requested by stockholders shareholders to be included in such offering exceeds the amount of securities sold other than by the Company that the underwriters determine in their sole discretion is compatible with the success of the offering, then the Company shall be required to include in the offering only that number of such securities, including Registrable Securities, that which the underwriters determine in their sole discretion will not jeopardize the success of the offering. In no event shall any Registrable Securities be excluded from such offering unless all other stockholders’ (the securities have been first excluded. In the event that the underwriters determine that less than all of the Registrable Securities requested so included to be registered can be included in such offering, then the Registrable Securities that are included in such offering shall be apportioned pro rata among the selling Holders based on the number of Registrable Securities held by all selling Holders or in such other proportions as shall mutually be agreed shareholders according to by all such selling Holders. Notwithstanding the foregoing, in no event shall the amount of securities of the selling Holders included in the offering be reduced below fifteen percent (15%) of the total amount of securities entitled to be included therein owned by each selling shareholder) provided, however, that the number of shares of Registrable Securities to be included in such offering, underwriting shall not be reduced unless such offering is the Initial Offering, in which case the selling Holders may be excluded if the underwriters make the determination described above and no other stockholder’s all securities (offered by Persons other than the Initiating Holders) Company are included in such offeringfirst entirely excluded from the underwriting. For purposes of the preceding sentence parenthetical concerning apportionment, for any selling stockholder that shareholder which is a Holder holder of Registrable Securities and that which is a venture capital fund, partnership or corporation, the affiliated venture capital funds, partners, retired partners partners, shareholders and stockholders affiliated partnerships of such Holderholder, or the estates and family members of any such partners and retired partners and any trusts for the benefit of any of the foregoing persons shall be deemed to be a single “"selling Holdershareholder,” " and any pro pro-rata reduction with respect to such “"selling Holder” shareholders" shall be based upon the aggregate amount of Registrable Securities shares carrying registration rights owned by all such related entities and individualsindividuals included in such "selling shareholder," as defined in this sentence.

Underwriting Requirements. In connection with any offering involving an underwriting of shares of the Company’s 's capital stock, the Company shall will not be required under this Section SECTION 1.3 to include any of the Holders’ ' securities in such underwriting unless they accept the terms of the underwriting as agreed upon between the Company and the underwriters selected by the Company it (or by other persons entitled to select the underwriters) and enter into an underwriting agreement in customary form with such underwriters), and then only in the Company will have a right to limit the number of shares to such quantity number as the underwriters it will determine in their sole discretion good faith will not jeopardize the success of the offering by the Company. If the total amount of securities, including Registrable Securities, requested by stockholders shareholders to be included in such offering exceeds the amount of securities sold other than by the Company that the underwriters determine Company determines in their sole discretion good faith is compatible with the success of the offering, then the Company shall will be required to include in the offering only that number of such securities, including Registrable Securities, that which the underwriters determine Company determines in their sole discretion good faith will not jeopardize the success of the offering. In no event shall any Registrable Securities be excluded from such offering unless all other stockholders’ (the securities have been first excluded. In the event that the underwriters determine that less than all of the Registrable Securities requested so included to be registered can be included in such offering, then the Registrable Securities that are included in such offering shall be apportioned pro rata first among the selling shareholders which are either (i) Holders based on the number of Registrable Securities held or (ii) holders of Warrants referenced in Section 2.2(c)(ii) of the Series A Agreement according to the total amount of securities entitled to be included therein owned by each such Holder or holders until all securities desired by such Holders are included, then among the other selling Holders shareholders according to the total amount of securities entitled to be included therein owned by each other selling shareholder or in such other proportions as shall will mutually be agreed to by all such selling Holders. Notwithstanding the foregoing, in no event shall the amount of securities shareholder; provided that any Registrable Securities held by officers and directors of the selling Holders included in the offering be reduced below fifteen percent (15%) of the total amount of securities included in such offering, unless such offering is the Initial Offering, in which case the selling Holders may Company will be excluded if from such registration to the underwriters make the determination described above and no other stockholder’s securities (other than the Initiating Holders) are included in extent required by such offeringlimitations). For purposes of the preceding sentence parenthetical concerning apportionment, for any selling stockholder that shareholder which is a Holder of Registrable Securities and that which is a venture capital fund, partnership or corporation, the affiliated venture capital funds, partners, retired partners and stockholders shareholders of such Holder, or the estates and family members of any such partners and retired partners and an any trusts for the benefit of any of the foregoing persons shall will be deemed to be a single “selling Holder"SELLING SHAREHOLDER,” " and any pro pro-rata reduction with respect to such “"selling Holder” shall shareholder" will be based upon the aggregate amount of Registrable Securities shares carrying registration rights owned by all such related entities and individualsindividuals included in such "selling shareholder," as defined in this sentence.

Underwriting Requirements. In connection with any offering involving an underwriting of shares of the Company’s 's capital stock, the Company shall not be required under this Section 1.2 or 1.3 to include any of the Holders’ ' securities in such underwriting unless they accept the terms of the underwriting as agreed upon between the Company and the underwriters selected by the Company it (or by other persons entitled to select the underwriters) and enter into an underwriting agreement in customary form with such underwriters), and then only in such quantity as the underwriters determine in their sole discretion will not not, jeopardize the success of the offering by the Company. If the total amount of securities, including Registrable Securities, requested by stockholders shareholders to be included in such offering exceeds the amount of securities sold other than by the Company that the underwriters determine in their sole discretion is compatible with the success of the offering, then the Company shall be required to include in the offering only that number of such securities, including Registrable Securities, that which the underwriters determine in their sole discretion will not jeopardize the success of the offering. In no event shall any Registrable Securities be excluded from such offering unless all other stockholders’ (the securities have been first excluded. In the event that the underwriters determine that less than all of the Registrable Securities requested so included to be registered can be included in such offering, then the Registrable Securities that are included in such offering shall be apportioned pro rata among the selling Holders based on shareholders according to the number total amount of Registrable Securities held securities entitled to be included therein owned by all each selling Holders shareholder or in such other proportions as shall mutually be agreed to by all such selling Holders. Notwithstanding the foregoing, shareholders) but in no event shall the amount of securities of the selling Holders included in the offering be reduced below fifteen fifty percent (1550%) of the total amount of securities Registrable Securities requested by such selling Holders to be included in such the offering, unless such offering is there are no selling shareholders, other than the Initial Offeringselling Holders, in the offering, in which case the amount of securities of the selling Holders included in the offering may be excluded if the underwriters make the determination described above and no other stockholder’s securities reduced below fifty percent (other than the Initiating Holders) are included in such offering50%). For purposes of the preceding sentence parenthetical concerning apportionment, for any selling stockholder that shareholder which is a Holder holder of Registrable Securities and that which is a venture capital fund, partnership or corporation, the affiliated venture capital funds, partners, retired partners and stockholders shareholders of such Holderholder, or the estates and family members of any such partners and retired partners and any trusts for the benefit of any of the foregoing persons shall be deemed to be a single “"selling Holdershareholder,” " and any pro pro-rata reduction with respect to such “"selling Holder” shareholder" shall be based upon the aggregate amount of Registrable Securities shares carrying registration rights owned by all such related entities and individualsindividuals included in such "selling shareholder," as defined in this sentence.

Underwriting Requirements. In connection with any offering involving an underwriting of shares of the Company’s capital stock, the Company shall not be required under this Section 1.3 to include any of the Holders’ securities in such underwriting unless they accept the terms of the underwriting as agreed upon between the Company and the underwriters selected by the Company (or by other persons entitled to select the underwriters) and enter into an underwriting agreement in customary form with such underwriters, and then only in such quantity as the underwriters determine in their sole discretion will not jeopardize the success of the offering by the Company. If the total amount of securities, including Registrable Securities, requested by stockholders to be included in such offering exceeds the amount of securities sold other than by the Company that the underwriters determine in their sole discretion is compatible with the success of the offering, then the Company shall be required to include in the offering only that number of such securities, including Registrable Securities, that the underwriters determine in their sole discretion will not jeopardize the success of the offering. In no event shall any Registrable Securities be excluded from such offering unless all other stockholders’ securities have been first excluded. In the event that the underwriters determine that less than all of the Registrable Securities requested to be registered can be included in such offering, then the Registrable Securities that are included in such offering shall be apportioned allocated (i) first to Holders of Registrable Securities who hold Preferred Stock, pro rata among according to the selling number of Registrable Securities held by each such Holder and (ii) second, to the remaining Holders of Registrable Securities pro rata based on the number of Registrable Securities held by all selling Holders or in such other proportions as shall mutually be agreed to by all such selling Holders. Notwithstanding the foregoing, in no event shall (i) the amount of securities of the selling Holders included in the offering be reduced below fifteen thirty percent (1530%) of the total amount of securities included in such offering, unless such offering is the Company’s first firm commitment underwritten public offering of its Common Stock under the Act (the “Initial Offering”), in which case the selling Holders may be excluded if the underwriters make the determination described above and no other stockholder’s securities (other than the Initiating Holders) are included in such offering. For purposes of the preceding sentence concerning apportionment, and 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 and stockholders of such Holder, or the estates and family members of any such partners and retired partners and any trusts for the benefit of any of the foregoing persons shall be deemed to be a single “selling Holder,” and any pro rata reduction with respect to such “selling Holder” shall be based upon the aggregate amount of Registrable Securities owned by all such related entities and individuals.purposes of

Underwriting Requirements. In connection with any offering involving an underwriting of shares of the Company’s capital stock, the Company shall not be required under this Section 1.3 to include any of the Holders’ or Common Holders’ securities in such underwriting unless they accept the terms of the underwriting underwriting, which shall be customary for this type of offering, as agreed upon between the Company and the underwriters selected by the Company (or by other persons entitled to select the underwriters) and enter into an underwriting agreement in customary form with such underwritersit, and then only in such quantity as the underwriters determine in their sole discretion will not jeopardize the success of the offering by the Company. If the total amount of securities, including Registrable Securities and Common Registerable Securities, requested by stockholders to be included in such offering exceeds the amount of securities sold other than by the Company that the underwriters determine in their sole discretion is compatible with the success of the offering, then the Company shall be required to include in the offering only that number of such securities, including Registrable Securities and Common Registerable Securities, that which the underwriters determine in their sole discretion will not jeopardize the success of the offering. In no event shall any Registrable Securities be excluded from such offering unless all other stockholders’ (the securities have been first excluded. In the event that the underwriters determine that less than all of the Registrable Securities requested so included to be registered can be included in such offering, then the Registrable Securities that are included in such offering shall be apportioned pro rata first among the selling Holders based on stockholders that hold Registrable Securities, second, among the number of Lending Institutions holding Common Registrable Securities held on a pro rata basis amongst such Lending Institutions, third among the Common Stockholders holding Common Registrable Securities on a pro rata basis amongst such Common Stockholders, and fourth to other selling stockholders with rights to include their shares in such registration, according to the total amount of securities entitled to be included therein owned by all each such selling Holders stockholder or in such other proportions as shall mutually be agreed to by all such selling Holders. Notwithstanding the foregoing, in no event shall the amount of securities of the selling Holders included in the offering be reduced below fifteen percent (15%) of the total amount of securities included in such offering, unless such offering is the Initial Offering, in which case the selling Holders may be excluded if the underwriters make the determination described above and no other stockholder’s securities (other than the Initiating Holders) are included in such offeringstockholders). For purposes of the preceding sentence parenthetical concerning apportionment, for any selling stockholder that which is a Holder holder of Registrable Securities and that which is a venture capital fund, partnership or corporation, the affiliated venture capital funds, partners, retired partners and stockholders of such Holderholder, or the estates and family members of any such partners and retired partners and any trusts for the benefit of any of the foregoing persons shall be deemed to be a single “selling Holderstockholder,” and any pro pro-rata reduction with respect to such “selling Holderstockholder” shall be based upon the aggregate amount of Registrable Securities shares carrying registration rights owned by all such related entities and individualsindividuals included in such “selling stockholder,” as defined in this sentence.

Underwriting Requirements. In connection with any underwritten ------------------------- public offering involving an underwriting of shares of the Company’s capital stockdescribed in Section 2.2, the Company shall not be required under this Section 1.3 to include any of the Holders’ securities Shareholders' Registrable Securities in such underwriting unless they accept the Shareholder accepts the terms of the underwriting as agreed upon between the Company and the underwriters selected by the Company (or by other persons entitled to select the underwriters) and enter into an underwriting agreement in customary form with such underwriters, and then only in such quantity as the underwriters determine in their sole discretion will not jeopardize the success of the offering by the Company. If the total amount of securities, including Registrable Securities, requested by stockholders to be included in such offering exceeds the amount of securities sold other than by the Company that the underwriters determine in their sole discretion is compatible with the success of the offering, then the Company shall be required to include in the offering only that number of such securities, including Registrable Securities, that which the underwriters determine in their sole discretion will not jeopardize the success of the offering. In no event shall any such event, the Company may reduce the number of Registrable Securities to be excluded from such offering unless all included in the offering, or exclude the Registrable Securities altogether, prior to reducing or excluding the shares proposed to be offered by the Company or any other stockholders’ securities have been first excluded. In selling stockholders (in the event that the underwriters determine that less than all number of Registrable Securities is reduced, the Registrable Securities requested to be registered can be included in such offering, then the Registrable Securities that are included in such offering shall be apportioned pro rata among the selling Holders based on the number of Registrable Securities held by all selling Holders or in such other proportions as shall mutually be agreed Shareholders according to by all such selling Holders. Notwithstanding the foregoing, in no event shall the amount of securities of the selling Holders included in the offering be reduced below fifteen percent (15%) of the total amount of securities Registrable Securities entitled to be included in such offering, unless such offering is the Initial Offering, in which case the selling Holders may be excluded if the underwriters make the determination described above and no other stockholder’s securities (other than the Initiating Holders) are included in such offeringtherein owned by each Shareholder). For purposes of the preceding sentence parenthetical clause concerning apportionment, for any selling stockholder that Shareholder which is a Holder holder of Registrable Securities and that which is a venture capital fund, partnership or corporation, the affiliated venture capital funds, partners, retired partners and stockholders shareholders of such Holderholder, or the estates and family members of any such partners and retired partners and any trusts for the benefit of any of the foregoing persons shall be deemed to be a single “selling Holder"Shareholder,” " and any pro pro-rata reduction with respect to such “selling Holder” "Shareholder" shall be based upon the aggregate amount of Registrable Securities shares carrying registration rights owned by all such related entities and individualsindividuals included in such "Shareholder," as defined in this sentence.

Underwriting Requirements. In connection with any offering involving an underwriting of shares of the Company’s capital stock, the Company shall not be required under this Section 1.3 to include any of the Holders’ securities in such underwriting unless they accept the terms of the underwriting as agreed upon between the Company and the underwriters selected by the Company (or by other persons entitled to select the underwriters) and enter into an underwriting agreement in customary form with such underwriters, and then only in such quantity as the underwriters determine in their sole discretion will not jeopardize the success of the offering by the Company. If the total amount of securities, including Registrable Securities, requested by stockholders shareholders to be included in such offering exceeds the amount of securities sold other than by the Company that the underwriters determine in their sole discretion is compatible with the success of the offering, then the Company shall be required to include in the offering only that number of such securities, including Registrable Securities, that the underwriters determine in their sole discretion will not jeopardize the success of the offering. In no event shall any Registrable Securities be excluded from such offering unless all other stockholdersshareholders’ securities have been first excluded. In the event that the underwriters determine that less than all of the Registrable Securities requested to be registered can be included in such offering, then the Registrable Securities that are included in such offering shall be apportioned allocated (i) first to Holders of Registrable Securities who hold Series C Preferred Stock, pro rata among according to the selling number of Registrable Securities held by each such Holder, and (ii) second, to the remaining Holders of Registrable Securities pro rata based on the number of Registrable Securities held by all selling Holders or in such other proportions as shall mutually be agreed to by all such selling Holders. Notwithstanding the foregoing, in no event shall (i) the amount of securities of the selling Holders included in the offering be reduced below fifteen thirty percent (1530%) of the total amount of securities included in such offering, unless such offering is the Company’s first firm commitment underwritten public offering of its Common Stock under the Act (the “Initial Offering”), in which case the selling Holders may be excluded if the underwriters make the determination described above and no other stockholdershareholder’s securities (other than the Initiating Holders) are included in such offering. For purposes of the preceding sentence and for purposes of Section 1.2(b) concerning apportionment, for any selling stockholder shareholder that is a Holder of Registrable Securities and that is a venture capital fund, partnership or corporation, the affiliated venture capital funds, partners, retired partners and stockholders shareholders of such Holder, or the estates and family members of any such partners and retired partners and any trusts for the benefit of any of the foregoing persons shall be deemed to be a single “selling 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.

Underwriting Requirements. In connection with any offering involving an underwriting of shares of the Company’s 's capital stock, the Company shall not be required under this Section 1.3 to include any of the Holders’ ' securities in such underwriting unless they accept the terms of the underwriting as agreed upon between the Company and the underwriters selected by the Company it (or by other persons entitled to select the underwriters) and enter into an underwriting agreement in customary form with such underwriters), and then only in such quantity as the underwriters determine in their sole discretion will not jeopardize the success of the offering by the Company. If the total amount of securities, including Registrable Securities, requested by stockholders shareholders to be included in such offering exceeds the amount of securities sold other than by the Company that the underwriters determine in their sole discretion is compatible with the success of the offering, then the Company shall be required to include in the offering only that number of such securities, including Registrable Securities, that which the underwriters determine in their sole discretion will not jeopardize the success of the offering. In no event shall any Registrable Securities be excluded from such offering unless all other stockholders’ All securities have been first excluded. In the event that the underwriters determine that less than all of the Registrable Securities requested to be registered can sold by the Company shall be included in such offering, then the offering prior to the inclusion of any Registrable Securities that are included in such offering Shares. The securities to be sold by shareholders shall be apportioned pro rata among the selling Holders based on shareholders according to the number total amount of Registrable Securities held securities entitled to be included therein owned by all each selling Holders shareholder or in such other proportions as shall mutually be agreed to by all such selling Holders. Notwithstanding the foregoing, in no event shall the amount of securities of the selling Holders included in the offering be reduced below fifteen percent (15%) of the total amount of securities included in such offering, unless such offering is the Initial Offering, in which case the selling Holders may be excluded if the underwriters make the determination described above and no other stockholder’s securities (other than the Initiating Holders) are included in such offeringshareholders. For purposes of the preceding sentence concerning apportionment, for any selling stockholder shareholder that is a Holder holder of Registrable Securities and that is a venture capital fund, partnership or corporation, the affiliated venture capital fundspartnerships, the partners, retired partners and stockholders shareholders of such Holderholder, or the estates and family members of any such partners partner and retired partners and any trusts for the benefit of any of the foregoing persons shall be deemed to be a single “"selling Holdershareholder,” " and any pro pro-rata reduction with respect to such “"selling Holder” shareholder" shall be based upon the aggregate amount of Registrable Securities shares carrying Registrations rights owned by all such related entities and individualsindividuals included in such "selling shareholder," as defined in this sentence.

Underwriting Requirements. In connection with any offering involving an underwriting of shares of the Company’s 's capital stock, the Company shall not be required under this Section 1.3 to include any of the Holders’ ' securities in such underwriting unless they accept the terms of the underwriting as agreed upon between the Company and the underwriters selected by the Company it (or by other persons entitled to select the underwriters) and enter into an underwriting agreement in customary form with such underwriters), and then only in such quantity as the underwriters determine in their sole discretion will not jeopardize the success of the offering by the Company. If the total amount of securities, including Registrable Securities, requested by stockholders shareholders to be included in such offering exceeds the amount of securities sold other than by the Company that the underwriters determine in their sole discretion is compatible with the success of the offering, then the Company shall be required to include in the offering only that number of such securities, including Registrable Securities, that which the underwriters determine in their sole discretion will not jeopardize the success of the offering. In no event shall any Registrable Securities be excluded from such offering unless all other stockholders’ (the securities have been first excluded. In the event that the underwriters determine that less than all of the Registrable Securities requested so included to be registered can be included in such offering, then the Registrable Securities that are included in such offering shall be apportioned pro rata among the selling Holders based on shareholders according to the number total amount of Registrable Securities held securities entitled to be included therein owned by all each selling Holders shareholder or in such other proportions as shall mutually be agreed to by all such selling Holders. Notwithstanding the foregoing, shareholders) but in no event shall (i) the amount of securities of the selling Holders included in the offering be reduced below fifteen twenty percent (1520%) of the total amount of securities included in such offering, unless such offering is the Initial Offering, initial public offering of the Company's securities in which case the selling Holders shareholders may be excluded if the underwriters make the determination described above and no other stockholder’s shareholder's securities (other than the Initiating Holders) are included or (ii) notwithstanding (i) above, any shares being sold by a shareholder exercising a demand registration right similar to that granted in Section 1.2 be excluded from such offering. For purposes of the preceding sentence parenthetical concerning apportionment, for any selling stockholder that shareholder which is a Holder holder of Registrable Securities and that which is a venture capital fund, partnership or corporation, the affiliated venture capital funds, partners, retired partners and stockholders shareholders of such Holderholder, or the estates and family members of any such partners and retired partners and any trusts for the benefit of any of the foregoing persons shall be deemed to be a single “selling Holder"SELLING SHAREHOLDER,” " and any pro rata reduction with respect to such “selling Holder” "SELLING SHAREHOLDER" shall be based upon the aggregate amount of Registrable Securities shares carrying registration rights owned by all such related entities and individualsindividuals included in such "SELLING SHAREHOLDER," as defined in this sentence.

Underwriting Requirements. In connection with any offering involving an underwriting of shares of the Company’s capital stockCommon Stock, the Company shall not be required under this Section 1.3 to include any of the Holders’ ' securities in such underwriting unless they accept the terms of the underwriting as agreed upon between the Company and the underwriters selected by the Company it (or by other persons entitled to select the underwriters) and enter into an underwriting agreement in customary form with such underwriters), and then only in such quantity as the underwriters determine in their sole discretion will not jeopardize the success of the offering by the Company. If the total underwriters, in their sole discretion, determine and advise in writing the Company and the Holders of the Registrable Securities requesting participation in such registration that in their good faith judgment the number of shares of Registrable Securities and the other securities requested to be registered under this Section 1.3 exceeds the maximum amount of securitiesCommon Stock which can be marketed (giving first priority to Common Stock to be issued by the Company in such underwriting, including Registrable Securities, but giving priority to the shares requested by stockholders to be included in such the offering exceeds the amount of securities sold pursuant to this Section 1.3 over all other than by the Company that the underwriters determine in their sole discretion is compatible with the success of the offeringshares proposed to be included therein), then the Company shall be required to include in the offering only that number of such securitiesshares of Common Stock, including Registrable Securities, that which the underwriters determine in their sole discretion will not jeopardize the success of the offering. In no event shall any Registrable Securities be excluded from such offering unless all other stockholders’ and the securities have been first excluded. In the event that the underwriters determine that less than all of the Registrable Securities requested to be registered can be so included in such offering, then the Registrable Securities that are included in such offering shall be apportioned pro rata among the selling participating Holders based on according to the number total amount of Registrable Securities held securities entitled to be included therein owned by all selling Holders each participating Holder or in such other proportions as shall mutually be agreed to by all such selling participating Holders. Notwithstanding the foregoing, in no event shall the amount of securities of the selling Holders included in the offering be reduced below fifteen percent (15%) of the total amount of securities included in such offering, unless such offering is the Initial Offering, in which case the selling Holders may be excluded if the underwriters make the determination described above and no other stockholder’s securities (other than the Initiating Holders) are included in such offering. For purposes of the preceding sentence concerning such apportionment, for any selling stockholder participating Holder that is a Holder of Registrable Securities and that is a venture capital fund, partnership or corporation, the affiliated venture capital funds, partners, retired partners and stockholders of such Holder, or the estates and family members of any such partners and retired partners and any trusts for the benefit of any of the foregoing persons Persons shall be deemed to be a single “selling participating Holder,” , and any pro pro-rata reduction with respect to such “selling Holder” participating Holder shall be based upon the aggregate amount of Registrable Securities shares carrying registration rights owned by all Persons included in such related entities and individualsparticipating Holder.

Underwriting Requirements. In connection with any offering involving an underwriting of shares of the Company’s 's capital stock, the Company shall not be required under this Section 1.3 1.3(e)(ii) to include any of the Holders’ ' securities in such underwriting unless they accept the terms of the underwriting as agreed upon between the Company and the underwriters selected by the Company it (or by other persons entitled to select the underwriters) and enter into an underwriting agreement in customary form with such underwriters), and then only in such quantity as will not, in the underwriters determine in their sole discretion will not opinion of the underwriters, jeopardize the success of the offering by the Company. If the Company has initiated the registration and the total amount of securities, including Registrable Securities, requested by stockholders to be included in such offering exceeds the amount of securities to be sold other than by the Company selling stockholders that the underwriters determine in their sole discretion is reasonably believe compatible with the success of the offering, then the Company shall be required to include in the offering only that number of such securities, including Registrable Securities, that which the underwriters determine in their sole discretion believe will not jeopardize the success of the offering. In no event shall any Registrable Securities be excluded from such offering unless all other stockholders’ (the securities have been first excluded. In the event that the underwriters determine that less than all of the Registrable Securities requested so included to be registered can be included in such offering, then the Registrable Securities that are included in such offering shall be apportioned pro rata among the selling Holders based on stockholders according to the number total amount of Registrable Securities held securities entitled to be included therein owned by all each selling Holders stockholder or in such other proportions as shall mutually be agreed to by all such selling Holders. Notwithstanding the foregoing, stockholders) but in no event shall the amount of securities of the selling Holders included in the offering be reduced below fifteen thirty percent (1530%) of the total amount of securities included in such offering, unless such offering is the Initial Offering, in which case the selling Holders may be excluded if the underwriters make the determination described above and no other stockholder’s securities (other than the Initiating Holders) are included in such offering. For purposes of the preceding sentence parenthetical concerning apportionment, for any selling stockholder that which is a Holder holder of Registrable Securities and that which is a venture capital fund, partnership or corporation, the affiliated venture capital funds, partners, retired partners and stockholders of such Holderholder, or the estates and family members of any such partners and retired partners and any trusts for the benefit of any of the foregoing persons shall be deemed to be a single “"selling Holder,” " and any pro pro-rata reduction with respect to such “"selling Holder” " shall be based upon the aggregate amount of Registrable Securities shares carrying registration rights owned by all such related entities and individualsindividuals included in such "selling Holder," as defined in this sentence.

Underwriting Requirements. In connection with any offering involving an underwriting of shares of the Company’s capital stock, the Company shall not be required under this Section 1.3 to include any of the Holders’ securities in such underwriting unless they accept the terms of the underwriting as agreed upon between the Company and the underwriters selected by the Company (or by other persons entitled to select the underwriters) and enter into an underwriting agreement in customary form with such underwriters, and then only in such quantity as the underwriters determine in their sole discretion will not jeopardize the success of the offering by the Company. If the total amount of securities, including Registrable Securities, requested by stockholders to be included in such offering exceeds the amount of securities sold other than by the Company that the underwriters determine in their sole discretion is compatible with the success of the offering, then the Company shall be required to include in the offering only that number of such securities, including Registrable Securities, that the underwriters determine in their sole discretion will not jeopardize the success of the offering. In no event shall any Registrable Securities be excluded from such offering unless all other stockholders’ securities, other than securities included pursuant to that certain employment letter agreement between the Company and Xxxxx Xxxx, dated as of November 26, 2012 (the “Letter Agreement”), have been first excluded. In the event that the underwriters determine that less than all of the Registrable Securities requested to be registered can be included in such offering, then the Registrable Securities that are included in such offering shall be apportioned to Xxxxx Xxxx pursuant to the terms of the Letter Agreement, and then pro rata among the selling Holders based on the number of Registrable Securities held by all selling Holders (with (i) all Mandiant Holders treated for purposes of this proration together as a single Holder, regardless of whether they all desire to participate in the offering, and with subsequent proration for a Mandiant Holder who wishes to participate then based on the maximum number of Registrable Securities eligible for sale by such Mandiant Holder) and (ii) all Holders other than Mandiant Holders treated for purposes of this proration together as a single Holder, regardless of whether they all desire to participate in the offering, and with subsequent proration for a Holder other than a Mandiant Holder who wishes to participate then based on the maximum number of Registrable Securities eligible for sale by such non-Mandiant Holder) or in such other proportions as shall mutually be agreed to by all such selling Holders. In no event shall any employee of the Company or any of its direct or indirect subsidiaries be permitted to sell more than 15% of the maximum number of Registrable Securities held by them in a Qualified Q1 Offering. Notwithstanding anything to the contrary contained herein but subject to the 15% limitation referenced in the sentence above, if the offering is a Qualified Q1 Offering, the Company has the right, in its sole discretion, to designate any or all of the Specified Employees as Holders for purposes of this Section 1.3, and, in such case, all references in this Section 1.3 to Holders shall include such designated Specified Employees. For purposes of the calculations of Registrable Securities and pro rata allocations described in this Section 1.3 and the 15% limitation referenced above, the term “Registrable Securities” shall include shares of Common Stock underlying any outstanding options (whether vested or unvested) and the target number of shares of Common Stock subject to outstanding restricted stock units. Notwithstanding the foregoing, in no event shall the amount of securities of the selling Holders included in the offering be reduced below fifteen twenty percent (1520%) of the total amount of securities included in such offering, unless such offering is the Initial Offering, in which case the selling Holders may be excluded if the underwriters make the determination described above and no other stockholder’s securities (other than the Initiating Holders) are included in 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 and stockholders of such Holder, or the estates and family members of any such partners and retired partners and any trusts for the benefit of any of the foregoing persons shall be deemed to be a single “selling Holder,” and any pro rata reduction with respect to such “selling Holder” shall be based upon the aggregate amount of Registrable Securities owned by all such related entities and individuals.

Underwriting Requirements. In connection with any If the registration of which the Company gives notice under Section 1.3 is for a registered public offering involving an underwriting of shares underwriting, then the Company shall so advise the Holders as part of the Company’s capital stockwritten notice given pursuant to Section 1.3. In such event, the Company shall not be required under this Section 1.3 to include any of the Holders’ ' securities in such underwriting unless they accept the terms of the underwriting as agreed upon between the Company and the underwriters selected by the Company it (or by other persons entitled to select the underwriters) and enter into an underwriting agreement in customary form with such underwriters), and then only in such quantity as the underwriters determine in their sole discretion will not jeopardize the success of the offering by the Company. If the total amount of securities, including Registrable Securities, requested by stockholders to be included in such offering exceeds the amount of securities sold other than by the Company that the underwriters determine in their sole discretion is compatible with the success of the offering, then the Company shall be required to include in the offering only that number of such securities, including Registrable Securities, that which the underwriters determine in their sole discretion will not jeopardize the success of the offering. In no event shall any Registrable Securities be excluded from such offering unless all other stockholders’ (the securities have been first excluded. In the event that the underwriters determine that less than all of the Registrable Securities requested so included to be registered can be included in such offeringallocated, then first, to the Registrable Securities that are included in such offering shall be apportioned Company, second, pro rata among the selling Holders based on requesting inclusion in such registration and, if the number of Holders were able to sell all Registrable Securities held that they desired to sell, third, pro rata among the remaining selling stockholders according to the total amount of securities entitled to be included therein owned by all each selling Holders stockholder or in such other proportions as shall mutually be agreed to by all such selling Holdersstockholders). Notwithstanding the foregoing, in no event No such reduction shall reduce the amount of securities of the selling Holders included in the offering be reduced such registration below fifteen twenty percent (1520%) of the total amount of securities included in such registration. To facilitate the allocation of shares in accordance with the above provisions, the Company may round the number of shares allocated to any Holder or holder to the nearest 100 shares. If the Holder or holder disapproves of the terms of any such underwritten offering, unless such person may elect to withdraw therefrom by written notice to the Company and the underwriters. Any securities excluded or withdrawn from such underwritten offering is the Initial Offeringshall be excluded and withdrawn from such registration and, in which the case of withdrawn shares, shall not be transferred in a public distribution prior to 180 days after the selling Holders may be excluded if effective date of the registration statement relating thereto, or such shorter period of time as the underwriters make the determination described above and no other stockholder’s securities (other than the Initiating Holders) are included in such offeringmay require. For purposes of the preceding sentence parenthetical concerning apportionment, for any selling stockholder that which is a Holder holder of Registrable Securities and that which is a venture capital fund, partnership or corporation, the affiliated venture capital funds, partners, retired partners and stockholders of such Holderholder, or the estates and family members of any such partners and retired partners and any trusts for the benefit of any of the foregoing persons shall be deemed to be a single “selling Holder"SELLING STOCKHOLDER,” " and any pro pro-rata reduction with respect to such “"selling Holder” stockholder" shall be based upon the aggregate amount of Registrable Securities shares carrying registration rights owned by all such related entities and individualsindividuals included in such "selling stockholder," as defined in this sentence.

Underwriting Requirements. In connection with any offering involving an underwriting of shares of the Company’s capital stock, the Company shall not be required under this Section 1.3 2.2 to include any of the Holders’ securities in such underwriting unless they accept the terms of the underwriting (so long as such terms are customary) as agreed upon between the Company and the underwriters selected by the Company (or by other persons Persons entitled to select the underwriters) and enter into an underwriting agreement in customary form with such underwriters, and then only in such quantity as the underwriters determine in their sole discretion will not jeopardize the success of the offering by the Company. If the total amount of securities, including Registrable Securities, requested by stockholders to be included in such offering exceeds the amount of securities sold other than by the Company that the underwriters determine in their sole discretion is compatible with the success of the offering, then the Company shall be required to include in the offering only that number of such securities, including Registrable Securities, that the underwriters determine in their sole discretion will not jeopardize the success of the offering. In no event shall any Registrable Securities be excluded from such offering unless all other stockholders’ securities have been first excluded. In the event that the underwriters determine that less than all of the Registrable Securities requested to be registered can be included in such offering, then the Registrable Securities that are included in such offering shall be apportioned pro rata among the selling Holders based on the number of Registrable Securities held by all selling Holders or in such other proportions as shall mutually be agreed to by all such selling Holders. Notwithstanding the foregoing, in no event shall (i) any Registrable Securities be excluded from such offering unless all other stockholders’ securities have been first excluded from the offering, and (ii) the amount of securities of the selling Holders included in the offering be reduced below fifteen thirty percent (1530%) of the total amount of securities included in such offering, unless such offering is the Initial Offering, in which case the selling Holders may be excluded if the underwriters make the determination described above and no other stockholder’s securities (other than the Initiating Holders) are included in 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 or other investment fund, partnership or corporation, the affiliated venture capital or other investment funds, partners, members, retired partners and stockholders of such Holder, or the estates and family members of any such partners partners, members and retired partners and any trusts for the benefit of any of the foregoing persons Persons shall be deemed to be a single “selling Holder,” and any pro rata reduction with respect to such “selling Holder” shall be based upon the aggregate amount of Registrable Securities owned by all such related entities and individuals.

Underwriting Requirements. In connection with any offering under Section 3 hereof involving an underwriting of shares of the Company’s TITAN's capital stock, the Company TITAN shall not be required under this Section 1.3 to include any of the Holders’ securities HMRI's REGISTRABLE SECURITIES in such underwriting unless they accept HMRI accepts the terms of the underwriting as agreed upon between the Company TITAN and the underwriters selected by the Company it (or by other persons entitled to select the underwriters) and enter into an underwriting agreement in customary form with such underwriters), and then only in such quantity as the underwriters determine in their sole discretion will not jeopardize the success of the offering by the CompanyTITAN. If the total amount of securities, including Registrable SecuritiesREGISTRABLE SECURITIES, requested by stockholders to be included in such offering exceeds the amount of securities sold other than by the Company TITAN that the underwriters determine in their sole discretion is compatible with the success of the offering, then the Company TITAN shall be required to include APPENDIX D (Cont.) in the offering only that number of such securities, including Registrable SecuritiesREGISTRABLE SECURITIES, that the underwriters determine in their sole discretion will not jeopardize the success of the offering. In no event shall any Registrable Securities be excluded from such offering unless all other stockholders’ (the securities have been first excluded. In the event that the underwriters determine that less than all of the Registrable Securities requested so included to be registered can be included in such offering, then the Registrable Securities that are included in such offering shall be apportioned pro rata among the selling Holders based on stockholders according to the number total amount of Registrable Securities held securities entitled to be included therein owned by all each selling Holders stockholder or in such other proportions as shall mutually be agreed to by all such selling Holders. Notwithstanding the foregoing, in no event shall the amount of securities of the selling Holders included in the offering be reduced below fifteen percent (15%) of the total amount of securities included in such offering, unless such offering is the Initial Offering, in which case the selling Holders may be excluded if the underwriters make the determination described above and no other stockholder’s securities (other than the Initiating Holders) are included in such offeringstockholders). For purposes of the preceding sentence parenthetical 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 and stockholders of such Holderholder, or the estates and family members of any such partners and retired partners and any trusts for the benefit of any of the foregoing persons shall be deemed to be a single “"selling Holder,” stockholder", and any pro pro-rata reduction with respect to such “"selling Holder” stockholder" shall be based upon the aggregate amount of Registrable Securities shares carrying registration rights owned by all such related entities and individualsindividuals included in such "selling stockholder", as defined in this sentence.

Underwriting Requirements. In connection with The Berkshire Stockholders and WP Stockholders will have the right to approve the selection of the lead underwriter for the first Public Offering, which approval will not be unreasonably withheld. Each Holder selling Registrable Securities in any offering involving registration pursuant to Sections 3.2 or 3.3 shall, as a condition for inclusion of such Registrable Securities in such underwritten registration, execute and deliver an underwriting of shares of the Company’s capital stock, the Company shall not be required under this Section 1.3 agreement acceptable to include any of the Holders’ securities in such underwriting unless they accept the terms of the underwriting as agreed upon between the Company and the underwriters selected consented to by the Company (Berkshire Stockholders or by other persons entitled to select the underwriters) and enter into an underwriting agreement in customary form with such underwritersWP Stockholders, and then only in such quantity as the underwriters determine case may be, in their sole discretion will not jeopardize the success case of a registration pursuant to Section 3.2, or acceptable to Holders who own a majority of the offering by the Company. If the total amount of securities, including Registrable Securities, requested by stockholders Securities to be included in such offering exceeds registration, in the amount case of securities sold other than a registration pursuant to Section 3.3, and the underwriters with respect to such registration. Such underwriters shall be selected (i) by the Company that and consented to by the underwriters determine in their sole discretion is compatible with Berkshire Stockholders or the success of WP Stockholders, as the offeringcase may be, then the Company shall be required to include in the offering only that number case of such securitiesa registration pursuant to Section 3.2, including Registrable Securities, that the underwriters determine or (ii) by a majority in their sole discretion will not jeopardize the success of the offering. In no event shall any Registrable Securities be excluded from such offering unless all other stockholders’ securities have been first excluded. In the event that the underwriters determine that less than all interest of the Registrable Securities requested to be registered can be included in such offering, then the Registrable Securities that are included registration in such offering all other cases and shall be apportioned pro rata among reasonably acceptable to the selling Holders based on Company, in the number case of Registrable Securities held by all selling Holders or in such other proportions as shall mutually be agreed a registration pursuant to by all such selling HoldersSection 3.3. Notwithstanding the foregoing, each Holder shall take all action reasonably necessary with respect to executing such underwriting agreement, including being liable in no event shall the amount respect of securities of the (i) any representations and warranties being made by each selling Holders included in the offering be reduced below fifteen percent (15%) of the total amount of securities included in such offering, unless such offering is the Initial Offering, in which case the selling Holders may be excluded if the underwriters make the determination described above and no other stockholder’s securities (other than the Initiating Holders) are included in 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 and stockholders of such Holder, or the estates and family members of (ii) any such partners indemnification agreements and retired partners and any trusts "lock-up" agreements made by each selling Holder for the benefit of any the underwriters in such underwriting agreement; provided, however, that except with respect to individual representations and warranties regarding such matters as legal capacity or due organization of such participating Holder, authority to participate in the foregoing persons shall be deemed Public Offering, compliance by such Holder with laws and agreements applicable to it, ownership (free and clear of liens, charges, encumbrances and adverse claims) of Registrable Securities to be a single “selling Holder,” sold by such Holder and any pro rata reduction accuracy of information with respect to such “selling Holder” shall be based upon Holder furnished for inclusion in any disclosure document relating to each Public Offering, the aggregate amount of the liabilities of such participating Holder pursuant to such underwriting agreement shall not exceed either (a) such participating Holder's pro rata portion of any such liability, in accordance with such participating Holder's portion of the total number of Registrable Securities owned included in the public offering, or (b) the net proceeds received by all such related entities and individualsparticipating Holder from the public offering.

Underwriting Requirements. In connection with any offering involving an underwriting of shares of the Company’s 's capital stock, the Company shall not be required under this Section 1.3 to include any of the Holders’ ' securities in such underwriting unless they accept the terms of the underwriting as agreed upon between the Company and the underwriters selected by the Company it (or by other persons entitled to select the underwriters) and enter into an underwriting agreement in customary form with such underwriters), and then only in such quantity as the underwriters determine in their sole discretion will not jeopardize the success of the offering by the Company. If the total amount of securities, including Registrable Securities, requested by stockholders shareholders to be included in such offering exceeds the amount of securities sold other than by the Company that the underwriters determine in their sole discretion is compatible with the success of the offering, then the Company shall be required to include in the offering only that number of such securities, including Registrable Securities, that which the underwriters determine in their sole discretion will not jeopardize the success of the offering. In no event shall any Registrable Securities be excluded from such offering unless all other stockholders’ (the securities have been first excluded. In the event that the underwriters determine that less than all of the Registrable Securities requested so included to be registered can be included in such offering, then the Registrable Securities that are included in such offering shall be apportioned pro rata among the selling Holders based on shareholders according to the number total amount of Registrable Securities held securities entitled to be included therein owned by all each selling Holders shareholder or in such other proportions as shall mutually be agreed to by all such selling Holders. Notwithstanding the foregoing, shareholders) but in no event shall the amount of securities of the selling Holders included in the offering be reduced below fifteen thirty percent (1530%) of the total amount of securities included in such offering, unless such offering is the Initial Offeringinitial public offering of the Company's securities, in which case case, the selling Holders shareholders may be excluded if the underwriters make the determination described above and no other stockholder’s shareholder's securities (other than the Initiating Holders) are included in such offeringincluded. For purposes of the preceding sentence parenthetical concerning apportionment, for any selling stockholder that shareholder which is a Holder holder of Registrable Securities and that which is a venture capital fund, partnership or corporation, the affiliated venture capital funds, partners, retired partners and stockholders shareholders of such Holderholder, or the estates and family members of any such partners and retired partners and any trusts for the benefit of any of the foregoing persons shall be deemed to be a single “"selling Holdershareholder,” " and any pro pro-rata reduction with respect to such “"selling Holder” shareholder" shall be based upon the aggregate amount of Registrable Securities shares carrying registration rights owned by all such related entities and individualsindividuals included in such "selling shareholder," as defined in this sentence.

Underwriting Requirements. In connection with any offering involving an underwriting of shares of the Company’s Loudeye's capital stock, the Company Loudeye shall not be required under this Section 1.3 1.2 to include any of the Holders’ CMGI's securities in such underwriting unless they accept it accepts the terms of the underwriting as agreed upon between the Company Loudeye and the underwriters selected by the Company it (or by other persons entitled to select the underwriters) and enter into an ), provided that such underwriting agreement shall not provide for indemnification or contribution obligations on the part of CMGI greater than the obligations of CMGI pursuant to Section 1.8. In any underwritten offering in customary form with such underwriterswhich Loudeye and/or the Holders are registering securities, and then only in such quantity as the underwriters determine in their sole discretion will not jeopardize the success of the offering by the Company. If if the total amount of securities, including Registrable Securities, Securities requested by stockholders CMGI to be included in any such offering exceeds the amount of securities to be sold other than by Loudeye and/or the Company Holders that the underwriters determine in their sole discretion is compatible with the success of the offering, then the Company Loudeye shall be required to include in the offering only that number of such securities, including Registrable Securities, Securities that the underwriters determine in their sole discretion will not jeopardize the success of the offering. In no event shall any Registrable Securities underwritten offering in which Loudeye and/or Loudeye stockholders other than the Holders are registering securities, if the total amount of securities requested by CMGI and such other stockholders to be excluded from included in any such offering unless all other stockholders’ exceeds the amount of securities have been first excluded. In the event to be sold by Loudeye that the underwriters determine that less than all in their sole discretion is compatible with the success of the Registrable Securities requested to be registered can be included in such offering, then Loudeye shall be required to include in the Registrable Securities offering only that are number of securities that the underwriters determine in their sole discretion will not jeopardize the success of the offering. The securities of CMGI and Loudeye stockholders included in such the offering shall be apportioned pro rata among the selling Holders based on stockholders according to the number total amount of Registrable Securities held securities entitled to be included therein owned by all each selling Holders stockholder or in such other proportions as shall be mutually be agreed to by all such selling Holders. Notwithstanding the foregoing, in no event shall the amount of securities of the selling Holders included in the offering be reduced below fifteen percent (15%) of the total amount of securities included in such offering, unless such offering is the Initial Offering, in which case the selling Holders may be excluded if the underwriters make the determination described above and no other stockholder’s securities (other than the Initiating Holders) are included in 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 and stockholders of such Holder, or the estates and family members of any such partners and retired partners and any trusts for the benefit of any of the foregoing persons shall be deemed to be a single “selling Holder,” and any pro rata reduction with respect to such “selling Holder” shall be based upon the aggregate amount of Registrable Securities owned by all such related entities and individualsstockholders.

Underwriting Requirements. In connection with any offering involving an underwriting of shares of the Company’s 's capital stock, the Company shall not be required under this Section 1.3 to include any of the Holders’ ' securities in such underwriting unless they accept the terms of the underwriting as agreed upon between the Company and the underwriters selected by the Company it (or by other persons entitled to select the underwriters) and enter into an underwriting agreement in customary form with such underwriters), and then only in such quantity as the underwriters determine in their sole discretion will not jeopardize the success of the offering by the Company. If the total amount of securities, including Registrable Securities, requested by stockholders shareholders to be included in such offering exceeds the amount of securities sold other than by the Company that the underwriters determine in their sole discretion is compatible with the success of the offeringcan be included in such offering taking into account marketing factors, then the Company shall be required to include in the offering only that number of such securities, including Registrable Securities, that which the underwriters determine in their sole discretion will not jeopardize the success of the offering. In no event shall any Registrable Securities be excluded from such offering unless all other stockholders’ securities have been first excluded. In the event that the underwriters determine that less than all of the Registrable Securities requested to be registered can be included in such offering, then offering taking into account marketing factors (the Registrable Securities that are securities so included in such offering shall to be apportioned pro rata among the selling Holders based on shareholders according to the number total amount of Registrable Securities held securities entitled to be included therein owned by all each selling Holders Holder or in such other proportions as shall mutually be agreed to by all such selling Holders. Notwithstanding the foregoing, Holder) but in no event shall the amount of securities of the selling Holders included in the offering be reduced below fifteen thirty percent (1530%) of the total amount of securities included in such offering, unless such offering is the Initial Offeringinitial public offering of the Company, in which case the selling Holders shareholders may be excluded if the underwriters make the determination described above and no other stockholder’s shareholder's securities (other than the Initiating Holders) are included in such offeringincluded. For purposes of the preceding sentence parenthetical concerning apportionment, for any selling stockholder that shareholder which is a Holder holder of Registrable Securities and that which is a venture capital fund, partnership or corporation, the affiliated venture capital funds, partners, retired partners partners, and stockholders shareholders of such Holderholder, or the estates and family members of any such partners and retired partners and any trusts for the benefit of any of the foregoing persons shall be deemed to be a single “"selling Holder,” shareholder", and any pro pro-rata reduction with respect to such “"selling Holder” shareholder" shall be based upon the aggregate amount of Registrable Securities shares carrying registration rights owned by all such related entities and individualsindividuals included in such "selling shareholder," as defined in this sentence.

Underwriting Requirements. In connection with any offering involving an underwriting of shares of the Company’s capital stock, the Company shall not be required under this Section 1.3 to include any of the Holders’ securities in such underwriting unless they accept the terms of the underwriting as agreed upon between the Company and the underwriters selected by the Company it (or by other persons entitled to select the underwriters) and enter into an underwriting agreement in customary form with such underwriters), and then only in such quantity quantity, if any, as the underwriters determine in their sole discretion will not jeopardize the success of the offering by the Company. If the total amount of securities, including Registrable Securities, requested by stockholders shareholders to be included in such offering exceeds the amount of securities sold other than by the Company that the underwriters determine in their sole discretion is compatible with the success of the offering, then the Company shall be required to include in the offering only that number of such securities, if any, including Registrable Securities, that which the underwriters determine in their sole discretion will not jeopardize the success of the offering. In no event shall any Registrable Securities be excluded from such offering unless all other stockholders’ (the securities have been first excluded. In the event that the underwriters determine that less than all of the Registrable Securities requested so included to be registered can be included in such offering, then the Registrable Securities that are included in such offering shall be apportioned pro rata among the selling Holders based on shareholders according to the number total amount of Registrable Securities held securities entitled to be included therein owned by all each selling Holders shareholder or in such other proportions as shall mutually be agreed to by all such selling Holders. Notwithstanding the foregoing, shareholders) but in no event shall the amount of securities of the selling Holders included in the offering be reduced below fifteen percent (15%) 20% of the total amount of securities included in such offering, unless such offering is the Initial Offeringinitial public offering of the Company’s securities, in which case case, the selling Holders shareholders may be excluded entirely if the underwriters make the determination described above and no other stockholder’s securities (other than the Initiating Holders) are included in such offeringabove. For purposes of the preceding sentence parenthetical concerning apportionment, for any selling stockholder that shareholder which is a Holder holder of Registrable Securities and that which is a venture capital fund, partnership or corporation, the affiliated venture capital funds, partners, retired partners and stockholders shareholders of such Holderholder, or the estates and family members of any such partners and retired partners and any trusts for the benefit of any of the foregoing persons shall be deemed to be a single “selling Holdershareholder,” and any pro pro-rata reduction with respect to such “selling Holdershareholder” shall be based upon the aggregate amount of Registrable Securities shares carrying registration rights owned by all such related entities and individualsindividuals included in such “selling shareholder,” as defined in this sentence.

Underwriting Requirements. In connection with any offering involving an underwriting of shares of the Company’s 's capital stockshares, the Company shall not be required under this Section 1.3 to include any of the Holders’ ' securities in such underwriting unless they accept the terms of the underwriting as agreed upon between the Company and the underwriters selected by the Company it (or by other persons entitled to select the underwriters) and enter into an underwriting agreement in customary form with such underwriters), and then only in such quantity as the underwriters determine in their sole discretion will not jeopardize the success of the offering by the Company. If the total amount of securities, including Registrable Securities, requested by stockholders shareholders to be included in such offering exceeds the amount of securities sold other than by the Company that the underwriters determine in their sole discretion is compatible with the success of the offering, then the Company shall be required to include in the offering only that number of such securities, including Registrable Securities, that which the underwriters determine in their sole discretion will not jeopardize the success of the offering. In no event shall any Registrable Securities be excluded from such offering unless all other stockholders’ (the securities have been first excluded. In the event that the underwriters determine that less than all of the Registrable Securities requested so included to be registered can be included in such offering, then the Registrable Securities that are included in such offering shall be apportioned pro rata among the selling Holders based on shareholders according to the number total amount of Registrable Securities held securities entitled to be included therein owned by all each selling Holders shareholder or in such other proportions as shall mutually be agreed to by all such selling Holders. Notwithstanding the foregoing, shareholders) but in no event shall (i) the amount of securities of the selling Holders included in the offering be reduced below fifteen thirty percent (1530%) of the total amount of securities included in such offering, unless such offering is the Initial Offering, initial public offering of the Company's securities in which case the selling Holders shareholders may be excluded if the underwriters make the determination described above and no other stockholder’s shareholder's securities (other than the Initiating Holders) are included or (ii) notwithstanding (i) above, any shares being sold by a shareholder exercising a demand registration right similar to that granted in Section 1.2 be excluded from such offering. For purposes of the preceding sentence parenthetical concerning apportionment, for any selling stockholder that shareholder which is a Holder holder of Registrable Securities and that which is a venture capital fund, partnership or corporation, the affiliated venture capital funds, partners, retired partners and stockholders shareholders of such Holderholder, or the estates and family members of any such partners and retired partners and any trusts for the benefit of any of the foregoing persons shall be deemed to be a single “"selling Holder,” shareholder", and any pro pro-rata reduction with respect to such “"selling Holder” shareholder" shall be based upon the aggregate amount of Registrable Securities shares carrying registration rights owned by all such related entities and individualsindividuals included in such "selling shareholder", as defined in this sentence.

Underwriting Requirements. In connection with any offering ------------------------- involving an underwriting of shares of the Company’s 's capital stock, the Company shall not be required under this Section 1.3 to include any of the Holders’ ' securities in such underwriting unless they accept the terms of the underwriting as agreed upon between the Company and the underwriters selected by the Company it (or by other persons entitled to select the underwriters) and enter into an underwriting agreement in customary form with such underwriters), and then only in such quantity as the underwriters determine in their sole discretion will not jeopardize the success of the offering by the Company. If the total amount of securities, including Registrable Securities, requested by stockholders shareholders to be included in such offering exceeds the amount of securities sold other than by the Company that than the underwriters determine in their sole discretion is compatible with the success of the offering, then in such event the Company shall be required to include in the offering only that number of such securities, including Registrable Securities, that which the underwriters determine in their sole discretion will not jeopardize the success of the offering. In no event shall ; provided, however that any Registrable Securities such limitation by the underwriters will be apportioned as follows: (i) first the Common Stock held by officers, directors or affiliates of the Company will be excluded from such offering unless all the registration, (ii) next the securities other stockholders’ securities have been first excluded. In than Registrable Securities will be excluded from the event that the underwriters determine that less than all of registration and (iii) last the Registrable Securities requested to be registered can by the Holders shall be excluded from such registration to the extent required by the underwriters. If a limitation of the number of shares is still required, the number of shares of Registrable Securities that may be included in the registration and underwriting shall be allocated among all Holders in proportion, as nearly as practicable, to the respective amounts of Registrable Securities requested for inclusion in such Registration held by such Holders at the time of filing the registration statement. No Registrable Securities or other securities excluded from the underwriting by reason of this Section 1.8 shall be included in such offering, then the Registrable Securities that are included in such offering shall be apportioned pro rata among the selling Holders based on the number of Registrable Securities held by all selling Holders or in such other proportions as shall mutually be agreed to by all such selling Holders. Notwithstanding the foregoing, in no event shall the amount of securities of the selling Holders included in the offering be reduced below fifteen percent (15%) of the total amount of securities included in such offering, unless such offering is the Initial Offering, in which case the selling Holders may be excluded if the underwriters make the determination described above and no other stockholder’s securities (other than the Initiating Holders) are included in such offeringregistration statement. For purposes of the preceding sentence concerning apportionment, for any selling stockholder that shareholder which is a Holder of Registrable Securities and that which is a venture capital fund, partnership or corporation, the affiliated venture capital funds, partners, retired partners and stockholders shareholders of such Holderholder, or the estates and family members of any such partners and retired partners and any trusts for the benefit of any of the foregoing persons shall be deemed to be a single “"selling Holdershareholder,” " and any pro pro-rata reduction with respect to such “"selling Holder” shareholder" shall be based upon the aggregate amount of Registrable Securities shares carrying registration rights owned by all such related entities and individualsindividuals included in such "selling shareholder," as defined in this sentence. Notwithstanding the foregoing, in the case of any registered public offering subsequent to the Company's initial public offering, the number of Registrable Securities included in such registration and underwriting shall not be reduced below 25% of the securities included in such registration.

Underwriting Requirements. In connection with any offering involving an underwriting of shares of being issued by the Company’s capital stock, the Company shall not be required under this Section 1.3 to include any of the Holders’ securities in such underwriting unless they accept the terms of the underwriting as agreed upon between the Company and the underwriters selected by the Company it (or by other persons entitled to select the underwriters) and enter into an underwriting agreement in customary form with such underwriters), and then only in such quantity as the underwriters determine in their sole discretion will not not, jeopardize the success of the offering by the Company. If the total amount of securities, including Registrable Securities, requested by stockholders shareholders to be included in such offering exceeds the amount of securities sold other than by the Company that the underwriters determine in their sole discretion is compatible with the success of the offering, then the Company shall be required to include in the offering only that number of such securities, including Registrable Securities, that which the underwriters determine in their sole discretion will not jeopardize the success of the offering. In no event shall any Registrable Securities be excluded from such offering unless all other stockholders’ (the securities have been first excluded. In the event that the underwriters determine that less than all of the Registrable Securities requested so included to be registered can be included in such offering, then the Registrable Securities that are included in such offering shall be apportioned pro rata among the selling Holders based on shareholders according to the number total amount of Registrable Securities held securities entitled to be included therein owned by all each selling Holders shareholder or in such other proportions as shall mutually be agreed to by all such selling Holders. Notwithstanding the foregoing, shareholders) but (i) in no event shall the amount of securities of the selling Holders included in the offering be reduced below fifteen thirty percent (1530%) of the total amount of securities included in such offering, unless such offering is the Initial Offering, initial public offering of the Company’s securities in which case the selling Holders shareholders may be excluded if the underwriters make the determination described above and no other stockholdershareholder’s securities are included, or (other than the Initiating Holdersii) are included notwithstanding (i) above, in no event shall any shares being sold by a shareholder exercising a demand registration right similar to that granted in Section 1.2 be excluded from such offering. For purposes of the preceding sentence parenthetical concerning apportionment, for any selling stockholder shareholder that is a Holder of Registrable Securities and that is a venture capital fundpartnership, partnership limited liability company or corporation, the affiliated venture capital funds, partners, retired partners partners, members and stockholders shareholders of such Holder, or the estates and family members of any such partners and retired partners or members and any trusts for the benefit of any of the foregoing persons and affiliates of such Holder shall be deemed to be a single “selling Holdershareholder,” and any pro rata reduction with respect to such “selling Holdershareholder” shall be based upon the aggregate amount of Registrable Securities owned by all such related entities and individualsindividuals included in such “selling shareholder,” as defined in this sentence.

Underwriting Requirements. In connection with any offering involving an underwriting of shares of the Company’s 's capital stock, the Company shall not be required under this Section 1.3 8.2 to include any of the Holders’ Holder's securities in such underwriting unless they accept the Holder accepts the terms of the underwriting as agreed upon between the Company and the underwriters selected by the Company it (or by other persons entitled to select the underwriters) ), provided such terms are reasonable and enter into customary in an underwriting agreement in customary form with such underwritersof similar securities and of a similar amount, and then only in such quantity as the underwriters determine in their sole discretion will not jeopardize the success of the offering by the Company. If the total amount of securities, including Registrable Securities, requested by stockholders to be included in such offering exceeds the amount of securities sold other than by the Company that the underwriters determine in their sole discretion is compatible with the success of the offering, then the Company shall be required to include in the offering only that number of such securities, including Registrable Securities, that which the underwriters determine in their sole discretion will not jeopardize the success of the offering. In no event shall any , and the underwriters may exclude Registrable Securities be excluded from such offering unless all other stockholders’ securities have been first excluded. In the event that the underwriters determine that less than all of the Registrable Securities requested to be registered can be included in such offering, then the Registrable Securities that are included in such offering shall be apportioned pro rata among the selling Holders based on the number of Registrable Securities held by all selling Holders or in such other proportions as shall mutually be agreed to by all such selling Holders. Notwithstanding the foregoing, in no event shall the amount of securities of the selling Holders included in the offering be reduced below fifteen percent (15%) of the total amount of securities included in such offering, unless such offering is the Initial Offering, in which case the selling Holders may be excluded entirely if the underwriters make the determination described above and no other stockholder’s 's securities (other than are included. Allocation of securities to be sold in any such offering shall be made on a pro-rata basis among the Initiating Holders) are included in selling stockholders according to the total number of securities held by each such offeringselling stockholder and entitled to inclusion therein on the basis of a registration rights agreement with the Company. For purposes of the preceding sentence concerning apportionmentallocation of securities to be included in any offering, for any selling stockholder that which is a Holder of Registrable Securities and that is a venture capital fund, partnership or corporation, the affiliated venture capital funds"affiliates" (as defined in Rule 405 under the Act), partners, retired partners and stockholders of such Holderholder (and in the case of a partnership, any affiliated partnerships), or the estates and family members of any such partners and retired partners and any trusts for the benefit of any of the foregoing persons shall be deemed to be a single “"selling Holderstockholder,” " and any pro pro-rata reduction with respect to such “"selling Holder” stockholder" shall be based upon the aggregate amount of Registrable Securities shares carrying registration rights owned by all such related entities and individualsindividuals included in such "selling stockholder," as defined in this sentence.

Underwriting Requirements. In connection with any offering involving an underwriting of shares of the Company’s capital stock, the Company shall not be required under this Section 1.3 to include any of the Holders’ securities in such underwriting unless they accept the terms of the underwriting as agreed upon between the Company and the underwriters selected by the Company (or by other persons entitled to select the underwriters) and enter into an underwriting agreement in customary form with such underwriters), and then only only, subject to this Section 1.8, in such quantity as the underwriters determine in their sole discretion will not jeopardize the success of the offering by the Company. If the total amount of securities, including Registrable Securities, requested by stockholders to be included in such offering exceeds the amount of securities sold other than by the Company that the underwriters determine in their sole discretion is compatible with the success of the offering, then the Company shall be required to include in the offering only that number of such securities, including Registrable Securities, that which the underwriters determine in their sole discretion will not jeopardize the success of the offering. In offering (the securities so included to be apportioned pro rata among the selling stockholders according to the total amount of securities entitled to be included therein owned by each selling stockholder or in such other proportions as shall mutually be agreed to by such selling stockholders) but in no event shall (i) any Registrable Securities be excluded from such offering unless all other stockholders’ securities have been first excluded. In the event that the underwriters determine that less than all of the Registrable Securities requested to be registered can be included in such offering, then the Registrable Securities that are included in such offering shall be apportioned pro rata among the selling Holders based on the number of Registrable Securities held by all selling Holders or in such other proportions as shall mutually be agreed to by all such selling Holders. Notwithstanding the foregoing, in no event shall excluded and (ii) the amount of securities of the selling Holders included in the offering be reduced below fifteen percent (15%) 25% of the total amount of securities included in such offering, unless such offering is the Initial Offeringinitial public offering of the Company’s securities, in which case case, the selling Holders stockholders may be excluded if the underwriters make the determination described above and no other stockholder’s securities (other than the Initiating Holders) are included in such offeringincluded. For purposes of the preceding sentence parenthetical concerning apportionment, for any selling stockholder that which is a Holder holder of Registrable Securities and that which is a venture capital fund, partnership or a partnership, limited liability company or corporation, the affiliated venture capital fundsAffiliated Funds, partners, retired partners partners, members, retired members and stockholders of such Holderholder, or the estates and family members of any such partners and retired partners and members and retired members and any trusts for the benefit of any of the foregoing persons shall be deemed to be a single “selling Holderstockholder,” and any pro pro-rata reduction with respect to such “selling Holderstockholder” shall be based upon the aggregate amount of Registrable Securities shares carrying registration rights owned by all such related entities and individualsindividuals included in such “selling stockholder,” as defined in this sentence.

Underwriting Requirements. In connection with any offering involving an underwriting of shares of the Company’s 's capital stock, the Company shall not be required under this Section 1.3 2.2 to include any of the Holders’ ' securities in such underwriting unless they accept the terms of the underwriting as agreed upon between the Company and the underwriters selected by the Company it (or by other persons entitled to select the underwriters) and enter into an underwriting agreement in customary form with such underwriters), and then only in such quantity as the underwriters determine in their sole discretion will not jeopardize the success of the offering by the Company. If the total amount of securities, including Registrable Securities, requested by stockholders shareholders to be included in such offering exceeds the amount of securities sold other than by the Company that the underwriters determine in their sole discretion is compatible with the success of the offering, then the Company shall be required to include in the offering only that number of such securities, including Registrable Securities, that which the underwriters determine in their sole discretion will not jeopardize the success of the offering. In no event shall any Registrable Securities be excluded from such offering unless all other stockholders’ (the securities have been first excluded. In the event that the underwriters determine that less than all of the Registrable Securities requested so included to be registered can be included in such offering, then the Registrable Securities that are included in such offering shall be apportioned pro rata among the selling Holders based on shareholders according to the number total amount of Registrable Securities held securities entitled to be included therein owned by all each selling Holders shareholder or in such other proportions as shall mutually be agreed to by all such selling Holders. Notwithstanding the foregoing, shareholders) but in no event shall (i) the amount of securities of the selling Holders shareholders included in the offering be reduced below fifteen twenty percent (1520%) of the total amount of securities included in such offering, unless such offering is the Initial Offering, initial public offering of the Company's securities in which case the selling Holders shareholders may be excluded if the underwriters make the determination described above and no other stockholder’s shareholder's securities (other than the Initiating Holders) are included or (ii) notwithstanding (i) above, any shares being sold by a shareholder exercising a demand registration right similar to that granted in Section 2.1 be excluded from such offering. For purposes of the preceding sentence parenthetical concerning apportionment, for any selling stockholder that shareholder which is a Holder holder of Registrable Securities and that which is a venture capital fund, partnership or corporation, the affiliated venture capital funds, partners, retired partners and stockholders shareholders of such Holder, or the estates and family members of any such partners and retired partners and any trusts for the benefit of any of the foregoing persons shall be deemed to be a single “"selling Holder,” shareholder", and any pro pro-rata reduction with respect to such “"selling Holder” shareholder" shall be based upon the aggregate amount of Registrable Securities shares carrying registration rights owned by all such related entities and individualsindividuals included in such "selling shareholder", as defined in this sentence.

Underwriting Requirements. In connection with any offering involving an underwriting of shares of the Company’s 's capital stock, the Company shall not be required under this Section 1.3 to include any of the Holders’ ' securities in such underwriting unless they accept the terms of the underwriting as agreed upon between the Company and the underwriters selected by the Company it (or by other persons entitled to select the underwriters) and enter into an underwriting agreement in customary form with such underwriters), and then only in such quantity as the underwriters determine in their sole discretion will not jeopardize the success of the offering by the Company. If the total amount of securities, including Registrable Securities, requested by stockholders shareholders to be included in such offering exceeds the amount of securities sold other than by the Company that the underwriters determine in their sole discretion is compatible with the success of the offering, then the Company shall be required to include in the offering only that number of such securities, including Registrable Securities, that which the underwriters determine in their sole discretion will not jeopardize the success of the offering. In no event shall any Registrable Securities be excluded from such offering unless all other stockholders’ (the securities have been first excluded. In the event that the underwriters determine that less than all of the Registrable Securities requested so included to be registered can be included in such offering, then the Registrable Securities that are included in such offering shall be apportioned pro rata among the selling Holders based on shareholders according to the number total amount of Registrable Securities held securities entitled to be included therein owned by all each selling Holders shareholder or in such other proportions as shall mutually be agreed to by all such selling Holders. Notwithstanding the foregoing, shareholders) but in no event shall (i) the amount of securities Registrable Securities of the selling Holders included in the offering be reduced below fifteen thirty percent (1530%) of the total amount of securities included in such offering, unless such offering is the Initial Offeringor (ii) notwithstanding (i) above, any shares being sold by a shareholder exercising a demand registration right similar to that granted in which case the selling Holders may Section 1.2 be excluded if the underwriters make the determination described above and no other stockholder’s securities (other than the Initiating Holders) are included in from such offering. For purposes of the preceding sentence parenthetical concerning apportionment, for any selling stockholder that shareholder which is a Holder of Registrable Securities and that which is a venture capital fund, partnership or corporation, the affiliated venture capital funds, partners, retired partners and stockholders shareholders of such Holder, or the estates and family members of any such partners and retired partners and any trusts for the benefit of any of the foregoing persons shall be deemed to be a single “selling Holder"Selling Shareholder,” " and any pro pro-rata reduction with respect to such “"selling Holder” shareholder" shall be based upon the aggregate amount of Registrable Securities shares carrying registration rights owned by all such related entities and individualsindividuals included in such "Selling Shareholder," as defined in this sentence.

Underwriting Requirements. In connection with any offering ------------------------- involving an underwriting of shares of the Company’s 's capital stock, the Company shall not be required under this Section 1.3 to include any of the Holders’ ' securities in such underwriting unless they accept the terms of the underwriting as agreed upon between the Company and the underwriters selected by the Company it (or by other persons entitled to select the underwriters) and enter into an underwriting agreement in customary form with such underwriters), and then only in such quantity as the underwriters determine in their sole discretion will not jeopardize the success of the offering by the Company. If the total amount of securities, including Registrable Securities, requested by stockholders shareholders to be included in such offering exceeds the amount of securities sold other than by the Company that the underwriters determine in their sole discretion is compatible with the success of the offering, then the Company shall be required to include in the offering only that number of such securities, including Registrable Securities, that which the underwriters determine in their sole discretion will not jeopardize the success of the offering. In no event shall any Registrable Securities be excluded from such offering unless all other stockholders’ (the securities have been first excluded. In the event that the underwriters determine that less than all of the Registrable Securities requested so included to be registered can be included in such offering, then the Registrable Securities that are included in such offering shall be apportioned pro rata among the selling Holders based on shareholders according to the number total amount of Registrable Securities held securities entitled to be included therein owned by all each selling Holders shareholder or in such other proportions as shall mutually be agreed to by all such selling Holders. Notwithstanding the foregoing, shareholders) but in no event shall (i) the amount of securities of the selling Holders included in the offering be reduced below fifteen twenty percent (1520%) of the total amount of securities included in such offering, unless such offering is the Initial Offeringor (ii) notwithstanding (i) above, any shares being sold by a shareholder exercising a demand registration right similar to that granted in which case the selling Holders may Section 1.2 be excluded if the underwriters make the determination described above and no other stockholder’s securities (other than the Initiating Holders) are included in from such offering. For purposes of the preceding sentence parenthetical concerning apportionment, for any selling stockholder that shareholder which is a Holder holder of Registrable Securities and that which is a venture capital fund, partnership or corporation, the affiliated venture capital funds, partners, retired partners and stockholders shareholders of such Holderholder, or the estates and family members of any such partners and retired partners and any trusts for the benefit of any of the foregoing persons shall be deemed to be a single “"selling Holder,” shareholder", and any pro pro-rata reduction with respect to such “"selling Holder” shareholder" shall be based upon the aggregate amount of Registrable Securities shares carrying registration rights owned by all such related entities and individualsindividuals included in such "selling shareholder", as defined in this sentence.

Underwriting Requirements. In connection with any offering Registration Statement involving an underwriting underwritten offering of shares of the Company’s capital stockCommon Stock and the shares of Common Stock underlying the Warrants, the Company shall not be required under this Section 1.3 to include any of the Holders’ securities Registrable Securities in such underwriting unless they accept the Holder accepts the terms of the underwriting as agreed upon between the Company and the underwriters selected by the Company (or by other persons entitled to select the underwriters) and enter into an underwriting agreement in customary form with such its underwriters, and then only in such quantity as the underwriters determine underwriter in their its sole discretion determines will not jeopardize the success of the offering by the Company. If the total amount number of securities, including Registrable Securities, requested by stockholders Securities to be included in such offering (the “Requested Securities”) exceeds the amount number of securities to be sold (other than by the Company Company) that the underwriters determine underwriter in their sole its reasonable discretion determines is compatible with the success of the offering, then the Company shall be required to include in the offering only that number of such securitiesRequested Securities which the underwriter, including Registrable Securitiesin its sole discretion, that the underwriters determine in their sole discretion determines will not jeopardize the success of the offering. In no event shall any Registrable Securities be excluded from such offering unless all other stockholders’ securities have been first excluded. In If the event that the underwriters determine underwriter determines that less than all of the Registrable Requested Securities requested to be registered can be included in such offering, then the Registrable Securities securities to be registered that are included in such offering offering, after giving effect to the securities requested to be registered by the Purchasers in the manner set forth in the Private Placement Registration Rights Agreement, shall be apportioned pro rata allocated among the selling Holders based on in proportion (as nearly as practicable) to the number of Registrable Requested Securities held owned by all selling Holders each Holder. To facilitate the allocation of shares in accordance with the above provisions, the Company or in such other proportions as shall mutually be agreed to by all such selling Holders. Notwithstanding the foregoing, in no event shall the amount of securities of the selling Holders included in the offering be reduced below fifteen percent (15%) of the total amount of securities included in such offering, unless such offering is the Initial Offering, in which case the selling Holders may be excluded if the underwriters make may round the determination described above and no other stockholder’s securities (other than number of shares allocated to any Registration Rights Holder to the Initiating Holders) are included in such offeringnearest 10 shares. For purposes of the preceding sentence provision in this Section 4 concerning apportionment, for any selling stockholder Holder that is a Holder of Registrable Securities and that is a venture capital fundpartnership, partnership limited liability company, or corporation, the affiliated venture capital fundspartners, members, retired partners, retired partners members, shareholders, and stockholders affiliates of such Holder, or the estates and immediate family members of any such partners partners, retired partners, members, and retired partners members and any trusts for the benefit of any of the foregoing persons Persons, shall be deemed to be a single “selling Holder,” and any pro rata reduction with respect to such “selling Holder” shall be based upon the aggregate amount number of Registrable Requested Securities owned by all Persons included in such related entities and individuals“Holder,” as defined in this sentence. The Holders understand that the underwriter may determine that none of the Registrable Securities can be included in the offering.

Underwriting Requirements. In connection with any the initial public offering involving an underwriting of shares of the Company’s capital stockits Common Stock, the Company Purchaser shall not be required under Article I of this Section 1.3 Agreement to include any of the Holders’ ' securities in such the underwriting unless they accept the terms of the underwriting as agreed upon between the Company Purchaser and the underwriters selected by the Company (or by other persons entitled to select the underwriters) and enter into an underwriting agreement in customary form with such underwritersit, and then only in such quantity as the underwriters determine in their sole discretion will not jeopardize the success of the offering by the CompanyPurchaser. If the total amount of securities, including Registrable Securities, requested by stockholders to be included in such the offering exceeds the amount of securities sold other than by the Company Purchaser that the underwriters determine in their sole discretion is compatible with the success of the offering, then the Company Purchaser shall be required to include in the offering only that number of such the securities, including Registrable Securities, that which the underwriters determine in their sole discretion will not jeopardize the success of the offering. In no event shall any Registrable Securities be excluded from such offering unless all other stockholders’ (the securities have been first excluded. In the event that the underwriters determine that less than all of the Registrable Securities requested so included to be registered can be included in such offering, then the Registrable Securities that are included in such offering shall be apportioned pro rata among the selling Holders based on stockholders according to the number total amount of Registrable Securities held by all each selling Holders stockholder or in such the other proportions as shall mutually be agreed to by all such selling Holders. Notwithstanding the foregoing, in no event shall the amount of securities of the selling Holders included in the offering be reduced below fifteen percent (15%) of the total amount of securities included in such offering, unless such offering is the Initial Offering, in which case the selling Holders may be excluded if the underwriters make the determination described above and no other stockholder’s securities (other than the Initiating Holders) are included in such offeringstockholders). For purposes of the parenthetical clause concerning apportionment in the immediately preceding sentence concerning apportionmentsentence, 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 and stockholders of such HolderHolder (including spouses and ancestors, lineal descendants and siblings of such partners, retired partners, stockholders or the estates and family members of any such partners and retired partners spouses who have acquired Registrable Securities by gift, will or intestate succession) and any trusts for the exclusive benefit of any of the foregoing persons shall be deemed to be a single “"selling Holderstockholder,” " and any pro pro-rata reduction with respect to such “"selling Holder” stockholder" shall be based upon the aggregate amount of Registrable Securities shares carrying registration rights owned by all such related entities and individualsindividuals included in such "selling stockholder," as defined in this sentence.

Underwriting Requirements. In connection with any offering involving an underwriting of shares of the Company’s 's capital stock, the Company shall not be required under this Section 1.3 to include any of the Holders’ ' securities in such underwriting unless they accept the terms of the underwriting as agreed upon between the Company and the underwriters selected by the Company it (or by other persons entitled to select the underwriters) and enter into an underwriting agreement in customary form with such underwriters), and then only in such quantity as the underwriters determine in their sole discretion will not jeopardize the success of the offering by the Company. If the total amount of securities, including Registrable Securities, requested by stockholders to be included in such offering exceeds the amount of securities sold other than by the Company that the underwriters determine in their sole discretion is compatible with the success of the offering, then the Company shall be required to include in the offering only that number of such securities, including Registrable Securities, that which the underwriters determine in their sole discretion will not jeopardize the success of the offering. In no event shall any Registrable Securities be excluded from such offering unless all other stockholders’ (the securities have been first excluded. In the event that the underwriters determine that less than all of the Registrable Securities requested so included to be registered can be included in such offering, then the Registrable Securities that are included in such offering shall be apportioned pro rata among the selling Holders based on the number of Registrable Securities held by all selling Holders or in such other proportions as shall mutually be agreed stockholders according to by all such selling Holders. Notwithstanding the foregoing, in no event shall the amount of securities of the selling Holders included in the offering be reduced below fifteen percent (15%) of the total amount of securities entitled to be included in such offeringtherein owned by each selling stockholder, unless such offering is provided that the Initial Offering, in which case the selling Holders may Warrant Shares shall be excluded if entirely from the underwriters make offering before any shares of Common Stock issued on conversion of Preferred Stock of the determination described above and no other stockholder’s securities (other than the Initiating Holders) Company are included in such offeringexcluded). For purposes of the preceding sentence parenthetical concerning apportionment, for any selling stockholder that is a Holder holder of Registrable Securities and that is a venture capital fund, partnership or corporation, the affiliated venture capital funds, partners, retired partners and stockholders of such Holderholder, or the estates and family members of any such partners and retired partners and any trusts for the benefit of any of the foregoing persons shall be deemed to be a single “"selling Holderstockholder,” " and any pro pro-rata reduction with respect to such “"selling Holder” stockholder" shall be based upon the aggregate amount of Registrable Securities shares carrying registration rights owned by all such related entities and individualsindividuals included in such "selling stockholder," as defined in this sentence.

Underwriting Requirements. In connection with any offering involving an underwriting of shares of the Company’s capital stock, the Company shall not be required under this Section 1.3 to include any of the Holders’ or the Founders’ securities in such underwriting unless they accept the terms of the underwriting as agreed upon between the Company and the underwriters selected by the Company it (or by other persons entitled to select the underwriters) and enter into an underwriting agreement in customary form with such underwriters), and then only in such quantity as the underwriters determine in their sole discretion will not jeopardize the success of the offering by the Company. If the total amount of securities, including Registrable Securities, requested by stockholders to be included in such offering exceeds the amount of securities sold other than by the Company that the underwriters determine in their sole discretion is compatible with the success of the offering, then the Company shall be required to include in the offering only that number of such securities, including Registrable Securities, that which the underwriters determine in their sole discretion will not jeopardize the success of the offering. In no event shall any Registrable Securities be excluded from such offering unless all other stockholders’ (the securities have been first excluded. In the event that the underwriters determine that less than all of the Registrable Securities requested so included to be registered can be included in such offering, then the Registrable Securities that are included in such offering shall be apportioned pro rata among the selling Holders based on stockholders according to the number total amount of Registrable Securities held securities entitled to be included therein owned by all each selling Holders stockholder or in such other proportions as shall mutually be agreed to by all such selling Holders. Notwithstanding the foregoing, stockholders) but in no event shall (i) the amount of securities of the selling Holders and the Founders included in the offering be reduced below fifteen twenty-five percent (1525%) of the total amount of securities included in such offering, unless such offering is the Initial Offeringinitial public offering of the Company’s securities, in which case the selling stockholders (including the Holders and Founders) may be excluded entirely if the underwriters make the determination described above and no other stockholder’s securities are included, or (ii) notwithstanding (i) above, any shares being sold by a stockholder exercising a demand registration right similar to that granted in Section 1.2 be excluded from such offering. Notwithstanding the above, if the total amount of securities requested by stockholders to be included in such offering exceeds the amount of securities sold other than by the Initiating HoldersCompany that the underwriters determine in their sole discretion is compatible with the success of the offering, then no individual Founder shall be entitled to include in excess of 15,000 shares (subject to appropriate adjustment for stock splits, stock dividends, combinations and other recapitalizations) are included in such offering. For purposes of the preceding sentence parenthetical concerning apportionment, for any selling stockholder that is a Holder holder of Registrable Securities and that is a venture capital fund, partnership or corporation, the affiliated venture capital funds, partners, retired partners and stockholders of such Holderholder, or the estates and family members of any such partners and retired partners and any trusts for the benefit of any of the foregoing persons shall be deemed to be a single “selling Holderstockholder,” and any pro rata reduction with respect to such “selling Holderstockholder” shall be based upon the aggregate amount of Registrable Securities shares carrying registration rights owned by all such related entities and individualsindividuals included in such “selling stockholder,” as defined in this sentence.

Underwriting Requirements. In connection with any If the registration of which the Company gives notice under Section 1.3 is for a registered public offering involving an underwriting of shares underwriting, then the Company shall so advise the Holders as part of the Company’s capital stockwritten notice given pursuant to Section 1.3. In such event, the Company shall not be required under this Section 1.3 to include any of the Holders’ ' securities in such underwriting unless they accept the terms of the underwriting as agreed upon between the Company and the underwriters selected by the Company it (or by other persons entitled to select the underwriters) and enter into an underwriting agreement in customary form with such underwriters), and then only in such quantity as the underwriters determine in their sole discretion will not jeopardize the success of the offering by the Company. If the total amount of securities, including Registrable Securities, requested by stockholders to be included in such offering exceeds the amount of securities sold other than by the Company that the underwriters determine in their sole discretion is compatible with the success of the offering, then the Company shall be required to include in the offering only that number of such securities, including Registrable Securities, that which the underwriters determine in their sole discretion will not jeopardize the success of the offering. In no event shall any Registrable Securities be excluded from such offering unless all other stockholders’ (the securities have been first excluded. In the event that the underwriters determine that less than all of the Registrable Securities requested so included to be registered can be included in such offeringallocated, then first, to the Registrable Securities that are included in such offering shall be apportioned Company, second, pro rata among the selling Holders based on requesting inclusion in such registration and, if the number of Holders were able to sell all Registrable Securities held that they desired to sell, third, pro rata among the remaining selling stockholders according to the total amount of securities entitled to be included therein owned by all each selling Holders stockholder or in such other proportions as shall mutually be agreed to by all such selling Holdersstockholders). Notwithstanding the foregoing, in no event No such reduction shall reduce the amount of securities of the selling Holders included in the offering be reduced such registration below fifteen twenty percent (1520%) of the total amount of securities included in such offeringregistration, unless such offering is the Initial OfferingCompany's Qualified IPO, in which case event all of the selling Registrable Securities of the Holders may be excluded if in accordance with the preceding sentence. To facilitate the allocation of shares in accordance with the above provisions, the Company may round the number of shares allocated to any Holder or holder to the nearest 100 shares. If the Holder or holder disapproves of the terms of any such underwritten offering, such person may elect to withdraw therefrom by written notice to the Company and the underwriters. Any securities excluded or withdrawn from such underwritten offering shall be excluded and withdrawn from such registration and, in the case of withdrawn shares, shall not be transferred in a public distribution prior to 180 days after the effective date of the registration statement relating thereto, or such shorter period of time as the underwriters make the determination described above and no other stockholder’s securities (other than the Initiating Holders) are included in such offeringmay require. For purposes of the preceding sentence parenthetical concerning apportionment, for any selling stockholder that which is a Holder holder of Registrable Securities and that which is a venture capital fund, partnership or corporation, the affiliated venture capital funds, partners, retired partners and stockholders of such Holder, or the estates and family members of any such partners and retired partners and any trusts for the benefit of any of the foregoing persons shall be deemed to be a single “selling Holder,” and any pro rata reduction with respect to such “selling Holder” shall be based upon the aggregate amount of Registrable Securities owned by all such related entities and individuals.partnership

Underwriting Requirements. In connection with any offering involving ------------------------- an underwriting of shares of being issued by the Company’s capital stock, the Company shall not be required under this Section 1.3 Paragraph 3 to include any of the Holders’ ' securities in such underwriting unless they accept the terms of the underwriting as agreed upon between the Company and the underwriters selected by the Company (or by other persons entitled to select the underwriters) and enter into an underwriting agreement in customary form with such underwriters, and then only in such quantity as will not, in the underwriters determine in their sole discretion will not opinion of the underwriters, jeopardize the success of the offering by the Company. If the total amount of securities, including Registrable Securities, requested by stockholders to be included in such offering exceeds the amount of securities sold other than by the Company that the underwriters determine in their sole discretion is reasonably believe compatible with the success of the offering, then the Company shall be required to include in the offering only that number of such securities, including Registrable Securities, that which the underwriters determine in their sole discretion believe will not jeopardize the success of the offering. In no event shall any offering (the securities so included to be apportioned such that all Registrable Securities be excluded from such offering unless all other stockholders’ securities have been first excluded. In held by the event that the underwriters determine that less than all of the Registrable Securities requested to be registered can Holders shall be included in such offeringregistration, and if this is not possible, then the Registrable Securities that are included in such offering shall be apportioned pro rata among the selling Holders based on the number of Registrable Securities held by all selling Holders and the holders of any class or in such other proportions as shall mutually be agreed to by all such selling Holders. Notwithstanding the foregoing, in no event shall the amount series of securities with liquidation rights pari passu with Registrable Securities but in any case subsequent to the holders of Series A Preferred Stock to the selling Holders included in extent required under their respective registration rights agreements and prior to the offering be reduced below fifteen percent (15%) holders of the total amount any other class of securities included in such offering, unless such offering is the Initial Offering, in which case the selling Holders may be excluded if the underwriters make the determination described above and no other stockholder’s securities (other than the Initiating Holders) are included in such offeringRegistrable Securities or any class or series of securities with liquidation rights pari passu with Registrable Securities). For purposes of the preceding sentence parenthetical concerning apportionment, for any selling stockholder that is a Holder of Registrable Securities Securties and that is a venture capital fund, partnership or corporation, the affiliated venture capital funds, partners, retired partners and stockholders of such Holder, or the estates and family members of any such partners and retired partners and any trusts for the benefit of any of the foregoing persons shall be deemed to be a single “"selling Holderstockholder,” " and any pro rata reduction with respect to such “"selling Holder” stockholder" shall be based upon the aggregate amount of Registrable Securities shares carrying registration rights owned by all such related entities and individualsindividuals included in such "selling stockholder," as defined in this sentence.

Underwriting Requirements. In connection with any offering involving an underwriting of shares of the Company’s 's capital stock, the Company shall not be required under this Section 1.3 9.2 or 9.3 to include any of the Holders’ securities Holder's Registrable Securities in such underwriting unless they accept he accepts the terms of the underwriting as agreed upon between the Company and the underwriters selected by the Company it (or by other persons entitled to select the underwriters) and enter into an underwriting agreement in customary form with such underwriters), and then only in such quantity as the underwriters determine in their sole discretion will not jeopardize the success of the offering by the Company. If the total amount of securities, including Registrable Securities, requested by stockholders to be included in such offering exceeds the amount of securities sold other than by the Company that the underwriters determine in their sole discretion is compatible with the success of the offering, then the Company shall be required to include in the offering only that number of such securities, including Registrable Securities, that which the underwriters determine in their sole discretion will not jeopardize the success of the offering. In no event shall any Registrable Securities be excluded from such offering unless all other stockholders’ (the securities have been first excluded. In the event that the underwriters determine that less than all of the Registrable Securities requested so included to be registered can be included in such offering, then the Registrable Securities that are included in such offering shall be apportioned pro rata among the selling Holders based on stockholders (including the number Registered Holder) according to the total amount of Registrable Securities held securities entitled to be included therein owned by all each selling Holders stockholder or in such other proportions as shall mutually be agreed to by all such selling Holdersstockholders). Notwithstanding If requested by the foregoingunderwriters, in no event shall the amount Holder will delay the sale of securities of his Registrable Shares under the Registration Statement for up to ninety (90) after the effective date, provided other selling Holders included in the offering be reduced below fifteen percent (15%) of the total amount of securities included in such offering, unless such offering is the Initial Offering, in which case the selling Holders may be excluded if the underwriters make the determination described above and no other stockholder’s securities (other than the Initiating Holders) stockholders with "piggy back" registration rights are included in such offeringsubject to a similar lock-up period. For purposes of the preceding sentence this Section concerning apportionment, for any selling stockholder that who is a Holder holder of Registrable Securities and that is a venture capital fund, partnership or corporation, the affiliated venture capital funds, partners, retired partners and stockholders of such Holderholder, or the estates and family members of any such partners and retired partners and any trusts for the benefit of any of the foregoing persons shall be deemed to be a single “"selling Holderstockholder,” " and any pro rata reduction with respect to such “"selling Holder” stockholder" shall be based upon the aggregate amount of Registrable Securities shares carrying registration rights owned by all such related entities and individualsindividuals included in such "selling stockholder," as defined in this sentence.

Underwriting Requirements. In connection with any offering involving an underwriting of shares of the Company’s 's capital stockstock under Section 1.3, the Company shall not be required under this Section 1.3 to include any of the Holders’ ' securities in such underwriting unless they accept the terms of the underwriting as agreed upon between the Company and the underwriters selected by the Company it (or by other persons entitled to select the underwriters) and enter into an underwriting agreement in customary form with such underwriters), and then only in such quantity as the underwriters determine in their sole discretion will not jeopardize the success of the offering by the Company. If the total amount of securities, including Registrable Securities, requested by stockholders shareholders to be included in such offering exceeds the amount of securities sold other than by the Company that the underwriters determine in their sole discretion is compatible with the success of the offering, then the Company shall be required to include in the offering only that number of such securities, including Registrable Securities, that which the underwriters determine in their sole discretion will not jeopardize the success of the offering. In no event shall any Registrable Securities be excluded from such offering unless all other stockholders’ (the securities have been first excluded. In the event that the underwriters determine that less than all of the Registrable Securities requested so included to be registered can be included in such offeringapportioned first, then the Registrable Securities that are included in such offering shall be apportioned pro rata among Holders of Registrable Securities in proportion to the selling Holders based on the number respective amounts of Registrable Securities held by all such Holders and second, pro rata among the other selling Holders shareholders according to the total amount of securities entitled to be included therein owned by each selling shareholder or in such other proportions as shall mutually be agreed to by all such selling Holders. Notwithstanding the foregoing, shareholders) but in no event shall (i) the amount of securities of the selling Holders included in the offering be reduced below fifteen thirty percent (1530%) of the total amount of securities included in such offering, unless such offering is or (ii) notwithstanding the Initial Offeringpreceding parenthetical or clause (i) above, any shares being sold by a shareholder exercising a demand registration right similar to that granted in which case the selling Holders may Section 1.2 be excluded if the underwriters make the determination described above and no other stockholder’s securities (other than the Initiating Holders) are included in from such offering. For purposes of the preceding sentence parenthetical concerning apportionment, for any selling stockholder that shareholder which is a Holder holder of Registrable Securities and that which is a venture capital fund, partnership or corporation, the affiliated venture capital funds, partners, retired partners and stockholders shareholders of such Holderholder, or the estates and family members of any such partners and retired partners and any trusts for the benefit of any of the foregoing persons shall be deemed to be a single “selling Holder"SELLING SHAREHOLDER,” " and any pro pro-rata reduction with respect to such “"selling Holder” shareholder" shall be based upon the aggregate amount of Registrable Securities shares carrying registration rights owned by all such related entities and individualsindividuals included in such "selling shareholder," as defined in this sentence.

Underwriting Requirements. In connection with any offering involving an underwriting of shares of the Company’s capital stock, the Company shall not be required under this Section 1.3 to include any of the Holders’ securities in such underwriting unless they accept the terms of the underwriting as agreed upon between the Company and the underwriters selected by the Company (or by other persons entitled to select the underwriters) and enter into an underwriting agreement in customary form with such underwriters, and then only in such quantity as the underwriters determine in their sole discretion will not jeopardize the success of the offering by the Company. If the total amount of securities, including Registrable Securities, requested by stockholders to be included in such offering exceeds the amount of securities sold other than by the Company that the underwriters determine in their sole discretion is compatible with the success of the offering, then the Company shall be required to include in the offering only that number of such securities, including Registrable Securities, that the underwriters determine in their sole discretion will not jeopardize the success of the offering. In no event shall any Registrable Securities be excluded from such offering unless all other stockholders’ securities have been first excluded. In the event that the underwriters determine that less than all of the Registrable Securities requested to be registered can be included in such offering, then the Registrable Securities that are included in such offering shall be apportioned pro rata among the selling Holders based on the number of Registrable Securities then held by all selling Holders or in such other proportions as shall mutually be CONFIDENTIAL 6 agreed to by all such selling Holders. Notwithstanding the foregoing, in no event shall the amount of securities of the selling Holders included in the offering be reduced below fifteen twenty percent (1520%) of the total amount of securities included in such offering, unless such offering is the Initial Offering, in which case the selling Holders may be excluded if the underwriters make the determination described above and no other stockholder’s securities (other than the Initiating Holders) are included in 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 and stockholders of such Holder, or the estates and family members of any such partners and retired partners and any trusts for the benefit of any of the foregoing persons shall be deemed to be a single “selling Holder,” and any pro rata reduction with respect to such “selling Holder” shall be based upon the aggregate amount of Registrable Securities owned by all such related entities and individuals.

Underwriting Requirements. In connection with any offering involving an underwriting of shares of being issued by the Company’s capital stock, the Company shall not be required under this Section 1.3 7.3 to include any of the Holders’ securities ' Registrable Securities in such underwriting unless they accept the terms of the underwriting as agreed upon between the Company and the underwriters selected by the Company (or by other persons entitled to select the underwriters) and enter into an underwriting agreement in customary form with such underwritersit, and then only in such quantity as will not, in the underwriters determine in their sole discretion will not opinion of the underwriters, jeopardize the success of the offering by the Company. If the total amount of securities, including Registrable Securities, requested by stockholders shareholders to be included in such an offering (other than a registration effected pursuant to Section 7.2) exceeds the amount of securities sold other than by the Company that the underwriters determine in their sole discretion is reasonably believe compatible with the success of the offering, then the Company shall be required to include in the offering only that number of such securities, including Registrable Securities, that which the underwriters determine in their sole discretion believe will not jeopardize the success of the offering. In no event shall any Registrable Securities be excluded from such offering unless all other stockholders’ (the securities have been first excluded. In the event that the underwriters determine that less than all of the Registrable Securities requested so included to be registered can be included in such offering, then the Registrable Securities that are included in such offering shall be apportioned pro rata among the selling Holders based on shareholders, including Series B Holders, according to the number total amount of Registrable Securities held securities entitled to be included therein owned by all each selling Holders shareholder or in such other proportions as shall mutually be agreed to by all such selling Holdersshareholders). Notwithstanding The underwriters, pursuant to the foregoingpreceding sentence, in may completely exclude the Holder's Registrable Securities from such underwriting if no event other selling shareholders' securities are so included. If any person does not agree to the terms of any such underwriting, he shall be excluded therefrom by written notice from the amount of Company or the underwriter. Any Registrable Securities or other securities of excluded or withdrawn from such underwriting shall be withdrawn from such registration. If shares are so withdrawn from the selling Holders included registration, the Company shall then offer to all persons who have retained the right to include securities in the offering registration the right to include additional securities in the registration in an aggregate amount equal to the number of shares so withdrawn, with such shares to be reduced below fifteen percent (15%) of allocated among the persons requesting additional inclusion pro rata according to the total amount of securities entitled to be included in such offering, unless registration owned by each such offering is the Initial Offering, in which case the selling Holders may be excluded if the underwriters make the determination described above and no other stockholder’s securities (other than the Initiating Holders) are included person or in such offeringother proportions as shall be mutually agreed by such selling shareholders. For purposes of the immediately preceding sentence parenthetical concerning apportionment, for any selling stockholder that shareholder which is a Holder holder of Registrable Securities and that which is a venture capital fund, partnership or corporation, the affiliated venture capital funds, partners, retired partners and stockholders shareholders of such Holderholder, or the estates and family members of any such partners and retired partners partners, and any trusts for the benefit of any of the foregoing persons shall be deemed to be a single “"selling Holdershareholder,” " and any pro rata reduction with respect to such “"selling Holder” shareholder" shall be based upon the aggregate amount of Registrable Securities shares carrying registration rights owned by all such related entities and individualsindividuals included in such "selling shareholder," as defined in this sentence.

Underwriting Requirements. In connection with any offering involving an underwriting of shares of the Company’s capital stock, the Company shall not be required under this Section 1.3 to include any of the Holders’ securities in such underwriting unless they accept the terms of the underwriting as agreed upon between the Company and the underwriters selected by the Company it (or by other persons entitled to select the underwriters) and enter into an underwriting agreement in customary form with such underwriters, and then only in such quantity as the underwriters determine in their sole discretion will not jeopardize the success of the offering by the Company. If the total amount of securities, including Registrable Securities, requested by stockholders to be included in such offering exceeds the amount of securities sold other than by the Company that the underwriters determine in their sole discretion is compatible with the success of the offering, then the Company shall be required to include in the offering only that number of such securities, including Registrable Securities, that the underwriters determine in their sole discretion will not jeopardize the success of the offering. In no event shall any Registrable Securities be excluded from such offering unless all other stockholders’ securities have been are first excluded. In the event that the underwriters determine that less than all of the Registrable Securities requested to be registered can be included in such offering, then the Registrable Securities that are included in such offering shall be apportioned pro rata among the selling Holders based on the number of Registrable Securities held by all selling Holders or in such other proportions as shall mutually be agreed to by all such selling Holders. Notwithstanding the foregoing, in no event shall the amount of securities of the selling Holders included in the offering be reduced below fifteen thirty percent (1530%) of the total amount of securities included in such offering, unless such offering is the Initial Offeringinitial public offering of the Company’s securities, in which case the selling Holders may be excluded if the underwriters make the determination described above and no other stockholder’s securities (other than the Initiating Holders) are included in such offeringincluded. 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 partnership, limited liability company (an “LLC”), trust or corporation, the affiliated venture capital funds, partners, retired partners partners, beneficiaries, members, retired members and stockholders of such Holder, or the estates and family members of any such partners partners, retired partners, members, retired members, beneficiaries and retired partners stockholders 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.