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 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 it (or by other persons entitled to select the underwriters) and enter into an underwriting agreement in customary form with an underwriter or underwriters selected by the Company, and then only in such quantity as the underwriters determine in their sole discretion will not jeopardize the success of the offering by the Company. If the total amount of securities, including Registrable Securities, requested by 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, that the underwriters determine in their sole discretion will not jeopardize the success of the offering (the securities so included to be apportioned on a pro rata basis first among the selling Holders of Senior Registrable Securities based on the number of Senior Registrable Securities held by such Holder, and then, if any additional shares may be included in the underwriting, pro rata among the Holders according to the total amount of remaining Junior Registrable Securities owned by each such selling Holder) unless such offering is the Initial Offering in which case the selling Holders may be excluded if the underwriters make the determination described above.

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 3.2 3.1 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 it (or by other persons entitled to select the underwriters) and enter into an underwriting agreement in customary form with an underwriter or underwriters selected by the Company, and then only in such quantity as the underwriters determine in their sole discretion will not jeopardize the success of the offering by the Company. If the total amount of securities, including Registrable Securities, requested by holders to be included in such offering pursuant to this Agreement or the REG Newco Registration Rights Agreement 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 (the securities so included to be apportioned on a pro rata basis first among the selling Holders holders of Senior Registrable Securities based on registrable securities subject to and in accordance with the number of Senior Registrable Securities held by such HolderREG Newco Registration Rights Agreement, and then, if any additional shares may be included in the underwriting, pro rata among the Holders of Registrable Securities subject to this Agreement according to the total amount of remaining Junior Registrable Securities owned by each such selling Holder) unless such offering is the Initial Offering in which case the selling Holders may be excluded if the underwriters make the determination described above.

Underwriting Requirements. (a) In connection with any offering involving an underwriting of shares of being issued by the Company’s capital stockCorporation, the Company Corporation shall not be required under this Section 3.2 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 Corporation and the underwriters selected by it (or by other persons entitled to select the underwriters) and enter into an underwriting agreement in customary form with an underwriter or underwriters selected by the Companyit, and then only in such quantity as will not, in the underwriters determine in their sole discretion will not reasonable opinion of the underwriters, jeopardize the success of the offering by the CompanyCorporation. If the total amount of securities, including Registrable Securities, requested by holders securities that all Holders request to be included in such an underwritten 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 Corporation shall only be required to include in the offering only that number so many of such securities, including Registrable Securities, that the securities of the selling Holders as the underwriters determine in their sole discretion reasonably believe will not jeopardize the success of the offering (the securities so included to be apportioned on a pro rata basis first among the selling Holders of Senior Registrable Securities based on the number of Senior Registrable Securities held by such Holder, and then, if any additional shares may be included in the underwriting, pro rata among the selling Holders according to the total amount of remaining Junior Registrable Securities securities owned by each said selling Holders, or in such other proportions as shall mutually be agreed to by such selling Holder) Holders), provided that in the case of an offering involving shares being issued by the Corporation, no such reduction shall be made with respect to any securities offered by the Corporation for its own account, and provided further that no securities of any stockholder who is not a Holder shall be included in such offering, other than securities of stockholders who have initiated such registration pursuant to the exercise of contractual rights to do so, unless all securities which the Holders have requested to be included are included on a pro rata basis with the securities of any other stockholders who have a contractual right to include their securities in such offering is the Initial Offering in which case the selling Holders may be excluded if the underwriters make the determination described aboveoffering.

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 3.2 1.3 to include any of the Holders’ ' securities in such underwriting unless they accept the terms of the underwriting as agreed upon between the Company and the underwriters selected by it (or by other those persons entitled to select the underwriters) and enter into an underwriting agreement in customary form with an underwriter or underwriters selected by the Company, and then only in such quantity as the underwriters determine in their sole discretion will not jeopardize the success of the offering by the Company. If the total amount of securities, including Registrable Securities, requested by holders 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 (the securities so included to be apportioned on a pro rata basis first among the selling Holders of Senior Registrable Securities based on the number of Senior Registrable Securities held by such Holderrata, and then, if any additional shares may be included in the underwriting, pro rata among the Holders according to the total amount of remaining Junior securities entitled to be included, among the Holders' Registrable Securities owned by each such selling Holder) unless first, and then, to the extent that the number of the Holders' Registrable Securities to be included in such offering is less that the Initial Offering total amount of securities entitled to be included therein, apportioned pro rata, according to the total amount of securities entitled to be included therein, among the other selling shareholders) but in which case no event shall the amount of Registrable Securities of the selling Holders may included in the offering be excluded reduced if the underwriters make number of the determination described aboveHolders' Registrable Securities to be included in such offering is less that the total amount of securities entitled to be included therein.

Underwriting Requirements. In connection with any offering ------------------------- involving an underwriting of shares of the Company’s capital stockbeing issued by Reading Entertainment, the Company Reading Entertainment shall not be required under this Section 3.2 2.3 to include any of the Holders’ ' securities in such underwriting unless they accept the terms of the underwriting as agreed upon between the Company Reading Entertainment and the underwriters selected by it (or by other persons entitled to select the underwriters) and enter into an underwriting agreement in customary form with an underwriter or underwriters selected by the Companyit, and then only in such quantity as will not, in the underwriters determine in their sole discretion will not reasonable opinion of the underwriters, jeopardize the success of the offering by the CompanyReading Entertainment. If the total amount of securities, including Registrable Securities, requested by holders stockholders to be included in such offering exceeds the amount of securities to be sold other than by the Company Reading Entertainment that the underwriters determine in their sole discretion is reasonably believe compatible with the success of the offering, then the Company Reading Entertainment 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 (the securities so included to be apportioned on a pro rata basis first among the selling Holders of Senior Registrable Securities based on the number of Senior Registrable Securities held by such Holder, and then, if any additional shares may be included in the underwriting, pro rata among the Holders selling stockholders according to the total amount of remaining Junior Registrable Securities 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 Holder) unless such offering is the Initial Offering stockholders); provided, however, that in which case the no event shall any securities of selling Holders may be excluded if the underwriters make the determination described aboveuntil all securities of selling employees of, or consultants and advisors to, Reading Entertainment are excluded.

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 3.2 1.3 to include any of the Holders’ securities in such underwriting unless they accept the terms of the underwriting underwriting, in customary form, as agreed upon between the Company and the underwriters selected by it (or by other persons entitled to select the underwriters) it, and enter into an such underwriting agreement in customary form with an underwriter or underwriters selected by the Company, and then only in such quantity as the underwriters determine in their sole discretion will not jeopardize the success of the offering by the Companyagreement. If the total amount managing underwriter(s) advise(s) the Company in writing that marketing factors require a limitation of securitiesthe number of shares to be underwritten, including then there shall be excluded from such offering and underwriting to the extent necessary to satisfy such limitation, first, shares held by shareholders other than the Holders of Registrable Securities, requested and second, to the extent necessary, shares held by holders to the Holders of Registrable Securities (on a pro rata basis based on the number of Registrable Securities held by the Holders including Registrable Securities in the offering); provided that in any event all Registrable Securities must be included in such offering exceeds prior to any other shares of the Company (with the only exception of shares to be issued or sold by the Company to the public), provided further that in no event shall (x) 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 (the securities so included to be apportioned on a pro rata basis first among the selling Holders of Senior Registrable Securities based on the number of Senior Registrable Securities held by such Holder, and then, if any additional shares may requested to be included in the underwriting, pro rata among the Holders according to offering be reduced below twenty five percent (25%) of the total amount of remaining Junior Registrable Securities owned by each securities included in such selling Holder) offering, unless such offering is the Initial Offering Offering, in which case the selling Holders Registrable Securities may be excluded if the underwriters managing underwriter(s) make the determination described aboveabove and no other shareholder’s securities are included, and (y) the amount of Registrable Securities included in the offering be reduced unless all other securities requested to be sold by any holder other than Holders of Registrable Securities and the Company are first excluded from such 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 3.2 1.3 to include any of the Holders’ ' securities in such underwriting unless they accept the terms of the underwriting as agreed upon between the Company and the underwriters selected by it (or by other persons entitled to select the underwriters) and enter into an underwriting agreement in customary form with an underwriter or underwriters selected by the Company, and then only in such quantity as the underwriters determine in their sole discretion will not not, jeopardize the success of the offering by the Company. If the total amount of securities, including Registrable Securities, requested by holders 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 number of shares of Holders' securities to be included in such offering shall be required to include reduced in such manner as the offering only that number of such securities, including Registrable Securities, that Company and the underwriters determine in their sole discretion will not jeopardize to permit the success of the such offering (the securities so included to be apportioned on a pro rata basis first among the selling Holders of Senior Registrable Securities based on the number of Senior Registrable Securities held by such Holder, and then, if any additional shares may be included in the underwriting, pro rata among the Holders selling stockholders according to the total amount of remaining Junior Registrable Securities 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 Holderstockholders) but in no event shall (i) the amount of securities of the selling Holders of Registrable Securities included in the offering be reduced below thirty percent (30%) 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 if the underwriters make the determination described above and no other stockholders' securities are included, (ii) notwithstanding (i) above., any shares

Underwriting Requirements. In connection with any offering involving an underwriting of shares of the Company’s capital stockCommon Stock pursuant to this Section 2.2, the Company shall not be required under this Section 3.2 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 it (or by other persons entitled to select the its underwriters) and enter into an underwriting agreement in customary form with an underwriter or underwriters selected by the Company, and then only in such quantity as the underwriters determine in their sole discretion will not jeopardize the success of the offering by the CompanyCompany in view of market conditions. If the total amount number of securities, including Registrable Securities, requested by holders 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 offeringoffering in view of market conditions, then (i) 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 offering, and (ii) the securities so included securities, including Registrable Securities, requested to be apportioned on included in such offering by the holders thereof pursuant to a piggyback registration right granted by the Company to such holders shall be reduced pro rata basis first among the selling Holders of Senior Registrable Securities all such holders based on the number of Senior Registrable Securities held by registrable securities of each such Holderholder that are subject to such piggyback registration rights; provided, that the Company shall cause its underwriters to consult with TDCC and then, if any additional explore underwriting alternatives prior to reducing the number of shares may requested to be included by TDCC in any Registration Statement under this Section 2.2 to less than 30% of the underwriting, pro rata among the Holders according number of shares requested by TDCC to the total amount of remaining Junior Registrable Securities owned by each be registered in such selling Holder) unless such offering is the Initial Offering in which case the selling Holders may be excluded if the underwriters make the determination described aboveRegistration Statement under this Section 2.2.

Underwriting Requirements. (a) In connection with any offering involving an underwriting of shares of being issued by the Company’s capital stockCorporation, the Company Corporation shall not be required under this Section 3.2 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 Corporation and the underwriters selected by it (or by other persons entitled to select the underwriters) and enter into an underwriting agreement in customary form with an underwriter or underwriters selected by the Companyit, and then only in such quantity as will not, in the underwriters determine in their sole discretion will not reasonable opinion of the underwriters, jeopardize the success of the offering by the CompanyCorporation. If the total amount of securities, including Registrable Securities, requested by holders securities that all Holders request to be included in such an underwritten 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 Corporation shall only be required to include in the offering only that number so many of such securities, including Registrable Securities, that the securities of the selling Holders as the underwriters determine in their sole discretion reasonably believe will not jeopardize the success of the offering (the securities so included to be apportioned on a pro rata basis first among the selling Holders of Senior Registrable Securities based on the number of Senior Registrable Securities held by such Holder, and then, if any additional shares may be included in the underwriting, pro rata among the selling Holders according to the total amount of remaining Junior Registrable Securities securities owned by each said selling Holders, or in such other proportions as shall mutually be agreed to by such selling Holder) Holders), provided that in the case of an offering involving shares being issued by the Corporation, no such reduction shall be made with respect to any securities offered by the Corporation for its own account, and provided further that no securities of any shareholder who is not a Holder shall be included in such offering, other than securities of shareholders who have initiated such registration pursuant to the exercise of contractual rights to do so, unless all securities which the Holders have requested to be included are included on a pro rata basis with the securities of any other shareholders who have a contractual right to include their securities in such offering is the Initial Offering in which case the selling Holders may be excluded if the underwriters make the determination described aboveoffering.

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 3.2 1.3 to include any of the Holders’ securities in such underwriting unless they accept the terms of the underwriting as agreed upon between the Company and the underwriters selected by it (or by other persons entitled to select the underwriters) and enter into an underwriting agreement in customary form with an underwriter or underwriters selected by the Company, and then only in such quantity as the underwriters determine in their sole discretion will not jeopardize the success it. If any Holder disapproves of the offering terms of any such underwriting, such Holder may elect to withdraw therefrom by written notice to the CompanyCompany and the underwriter, delivered at least fifteen (15) business days prior to the effective date of the registration statement. If the total amount of securities, including Registrable Securities, requested by holders 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 (the securities so included shares to be apportioned on a pro rata basis first among the selling Holders of Senior Registrable Securities based on the number of Senior Registrable Securities held by such Holder, and then, if any additional shares may be included in the underwritingunderwriting shall be allocated, pro rata among the Holders according first, to the total Company; second, among all Holders of Registrable Series C Securities and Registrable Series D Securities in proportion (as nearly as practicable) to the relative amount of remaining Junior Registrable Securities owned such shares held by each such selling Holder; third, among the other Holders in proportion (as nearly as practicable) unless to the relative amount of Registrable Securities of the Company requested to be registered by each such offering is Holder; and fourth, to any other holder of registrable securities. To facilitate the Initial Offering allocation of shares in which case accordance with the selling Holders may be excluded if above provisions, the Company or the underwriters make may round the determination described abovenumber of shares allocated to a Holder to the nearest 100 shares.

Underwriting Requirements. (a) In connection with any offering under Section 3 involving an underwriting of shares of being issued by the Company’s capital stockCorporation, the Company Corporation shall not be required under this Section 3.2 to include any of the Holders’ securities Holder’s Registrable Shares in such underwriting unless they accept such Holder accepts the terms of the underwriting as agreed upon between the Company Corporation and the underwriters selected by it (or by other persons entitled to select the underwriters) and enter into an underwriting agreement in customary form with an underwriter or underwriters selected by the Companyit, and then only in such quantity as will not, in the underwriters determine in their sole discretion will not reasonable opinion of the underwriters, jeopardize the success of the offering by the CompanyCorporation. If the total amount of securities, including Registrable Securities, requested by holders securities that all Holders request to be included in such an underwritten offering under Section 3 exceeds the amount of securities sold other than by the Company that the underwriters determine in their sole discretion is reasonably believe compatible with the success of the offering, then no securities of any shareholder shall be included in such offering, except (i) securities of the Company shareholder, if any, on whose behalf the registration is undertaken, (ii) securities included in such underwritten offering pursuant to the exercise of contractual demand registration rights and (iii) Registrable Shares of Holders, unless all Registrable Shares which the Holders have requested to be included are included, and the Corporation shall only be required to include in the offering only that number so many of such securities, including the Registrable Securities, that Shares of the Holders as the underwriters determine in their sole discretion reasonably believe will not jeopardize the success of the offering (the securities Registrable Shares so included to be apportioned on a pro rata basis first among the selling Holders of Senior Registrable Securities based on the number of Senior Registrable Securities held by such Holder, and then, if any additional shares may be included in the underwriting, pro rata among the selling Holders according to the total amount of remaining Junior Registrable Securities Shares owned by each such selling Holder) unless Holders, or in such offering is the Initial Offering in which case the other proportions as shall mutually be agreed to by such selling Holders may be excluded if the underwriters make the determination described aboveHolders).

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 3.2 4 to include any of the Holders’ Investor’s securities in such underwriting unless they accept the terms of the underwriting as agreed upon between the Company and the underwriters selected by it the Company (or by other persons entitled to select the underwriters) and enter into an underwriting agreement in customary form with an underwriter or underwriters selected by the Companysuch 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 SecuritiesPurchased Shares, requested by holders 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 SecuritiesPurchased Shares, that the underwriters determine in their sole discretion will not jeopardize the success of the offering. In no event shall any Purchased Shares be excluded from such offering (unless all other stockholders’ securities have been first excluded. In the securities so included event that the underwriters determine that less than all of the Purchased Shares requested to be registered can be included in such offering, then the Purchased Shares that are included in such offering shall be apportioned on a pro rata basis first among the Investor and other selling Holders of Senior Registrable Securities parties based on the number of Senior Registrable Securities shares of Common Stock held by Investor and all other selling parties or in such Holder, other proportions as shall mutually be agreed to by Investor and then, if any additional shares may be included in the underwriting, pro rata among the Holders according to the total amount of remaining Junior Registrable Securities owned by each such all other selling Holder) unless such offering is the Initial Offering in which case the selling Holders may be excluded if the underwriters make the determination described aboveparties.

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 3.2 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 managing underwriter(s) selected by it (or by other persons entitled to select the underwriters) and enter into an underwriting agreement in customary form with an underwriter or underwriters selected by the Company), and then only in such quantity as the underwriters determine in their sole discretion will not jeopardize the success of the offering by the Company. If the total amount of securities, including Registrable Securities, requested by holders 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 (the securities so included to be apportioned on a pro rata basis (A) first among to the selling Holders of Senior Registrable Securities based on the number of Senior Registrable Securities held by such Holder, and then, if any additional shares may be included in the underwritingCompany (B) second, pro rata among the selling Holders according to the total amount of remaining Junior Registrable Securities owned by each such Holder, and (C) to the extent additional securities may be included therein, pro rata among the other selling Holdershareholders according to the total amount of securities owned by each such selling shareholder, or in such other proportions as shall mutually be agreed to by such selling shareholders); provided that in no event shall the amount of Registrable Securities included in the offering be reduced below twenty-five percent (25%) 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 such Registrable Securities may be excluded if the underwriters make the determination described above.underwriter(s) make

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 3.2 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 it (or by other persons entitled to select the its underwriters) and enter into an underwriting agreement in customary form with an underwriter or underwriters selected by the Company, and then only in such quantity as the underwriters determine in their sole discretion determine will not jeopardize the success of the offering by the Company. If the total amount number of securities, including Registrable Securities, requested by holders stockholders to be included in such offering exceeds the amount number of securities to be sold (other than by the 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 (offering. If the securities so included underwriters determine that less than all of the Registrable Securities requested to be apportioned on a pro rata basis first registered can be included in such offering, then the Registrable Securities that are included in such offering shall be allocated among the selling Holders of Senior Registrable Securities based on in proportion (as nearly as practicable) to the number of Senior Registrable Securities held by such Holder, and then, if any additional shares may be included in the underwriting, pro rata among the Holders according to the total amount of remaining Junior Registrable Securities owned by each selling Holder or in such other proportions as shall mutually be agreed to by all such selling HolderHolders. Notwithstanding the foregoing, in no event shall (i) the number of Registrable Securities held by Investors included in the offering be reduced unless such all other securities (including Registrable Securities held by Other Stockholders) are first entirely excluded from the offering, and (ii), subject to the immediately preceding clause (i), the number of Registrable Securities held by Other Stockholders included in the offering is be reduced unless all other securities (excluding, for the Initial Offering in which case avoidance of doubt, the selling Holders may be excluded if Registrable Securities held by the underwriters make Investors and any securities held by the determination described aboveCompany) are first entirely reduced to zero.

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 3.2 7.3 to include any of the such Holders’ ' securities in such underwriting unless they such Holders accept the terms of the underwriting as agreed upon between the Company and the underwriters selected by it (or by other persons entitled to select the underwriters) and enter into an underwriting agreement in customary form with an underwriter or underwriters selected by the Company), and then only in such quantity as the underwriters determine in their sole discretion will not jeopardize the success of the offering by the Company. If the total amount of securities, including Registrable Securities, requested by holders 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 (the securities so included to be apportioned on a pro rata basis first among the selling Holders of Senior Registrable Securities based on the number of Senior Registrable Securities held by such Holder, and then, if any additional shares may be included in the underwriting, pro rata among the Holders selling stockholders according to the total amount of remaining Junior Registrable Securities 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 Holderstockholders), but in no event shall (i) unless the amount of Registrable Securities of the Selling Holders included in the offering be reduced below thirty-three and one-third percent (33 1/3%) of the total amount of the selling stockholder securities included in such offering is the Initial Offering in which case the selling Holders may or (ii) notwithstanding (i) above, any shares being sold by a stockholder exercising a demand registration right under Section 7.2 be excluded if the underwriters make the determination described abovefrom such offering except in accordance with Section 7.2.

Underwriting Requirements. In connection with any offering Offering pursuant to Section 2.1 hereof, involving an underwriting of shares of being issued by the Company’s capital stock, the Company shall not be required under Section 2 of this Section 3.2 Appendix to include any of the Holders’ securities ' Registerable 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 it (or by other persons entitled to select the underwriters) and enter into an underwriting agreement in customary form with an underwriter or underwriters selected by the Companyit, 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 Registerable Securities, requested by holders 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 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 Registerable Securities, that which the underwriters determine in their sole discretion believe will not jeopardize the success of the offering (the securities so included to be apportioned on a pro rata basis first among the selling Holders of Senior Registrable Securities based on the number of Senior Registrable Securities held by such Holder, and then, if any additional shares may be included in the underwriting, pro rata among the selling Holders according to the total amount of remaining Junior Registrable Securities securities entitled to be included therein owned by each selling Holder or in such other proportion as shall mutually be agreed to by such selling Holder) unless such offering is Holders). If all of the Initial Offering in which case Holders' Registerable Securities have not been registered for sale due to the selling Holders may be excluded if provisions of this Section 6, the underwriters make the determination described aboveprovisions of Section 2.3 shall control.

Underwriting Requirements. In connection with any offering involving an underwriting of shares of the Company’s capital stockExcept as set forth in Section 4(c), the Company Initiating Holders shall not be required under this Section 3.2 4 to include any of the other Holders’ securities in such underwriting unless they such Holders accept the terms of the underwriting as agreed upon between the Company and the underwriters selected by it (or by other persons entitled to select the underwriters) Initiating Holders and enter into an underwriting agreement in customary form with an underwriter or underwriters selected approved by the Company, and then only in such quantity quantity, if any, 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 managing underwriter for the offering advises the Company in writing that the total amount of securities, including Registrable Securities, requested by holders stockholders to be included in such offering exceeds the amount of securities to be sold other than by the Company that the underwriters determine in their sole discretion is compatible with the success of the offeringcan be successfully offered, 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 managing underwriter believes will not jeopardize the success of the offering (the securities so included to be apportioned on a pro rata basis first among the selling Holders of Senior Registrable Securities based on offering. If the number of Senior Registrable Securities securities to be included in the offering is required to be reduced, then the number of shares held by such Holder, and then, if any additional shares Holders that may be included in the underwriting, underwriting shall be reduced pro rata among the selling Holders according to in accordance with the total amount number of remaining Junior shares of Registrable Securities owned held by each such selling Holder) unless such offering is the Initial Offering in which case the selling Holders may be excluded if the underwriters make the determination described above.

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 3.2 3.1 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 it (or by other persons entitled to select the underwriters) and enter into an underwriting agreement in customary form with an underwriter or underwriters selected by the Company, and then only in such quantity as the underwriters determine in their sole discretion will not jeopardize the success of the offering by the Company. If the total amount of securities, including Registrable Securities, requested by holders to be included in such offering pursuant to this Agreement or the Prior Registration Rights Agreements 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 (the securities so included to be apportioned on a pro rata basis first among the selling Holders holders of Senior Registrable Securities based on registrable securities subject to and in accordance with the number of Senior Registrable Securities held by such HolderPrior Registration Rights Agreements, and then, if any additional shares may be included in the underwriting, pro rata among the Holders holders of Registrable Securities subject to this Agreement and any other registrable securities which the Company may be obligated to include in the offering, according to the total amount of remaining Junior Registrable Securities registrable securities owned by each such selling Holderholder) unless such offering is the Initial Offering in which case the selling Holders may be excluded if the underwriters make the determination described above.

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 3.2 1.3 to include any of the Holders’ Investor’s securities in such underwriting unless they accept the Investor accepts the terms of the underwriting as reasonably agreed upon between the Company and the underwriters selected by it the Company (or by other persons entitled to select the underwriters) and enter into an underwriting agreement in customary form with an underwriter or underwriters selected by the Companysuch underwriters, and then then, subject to the remaining provisions of this Section 1.3(c), only in such quantity as the underwriters determine in their sole discretion good faith will not materially jeopardize the success of the offering by the Company. If the total amount of securities, including Registrable Securities, requested by holders stockholders to be included in such offering exceeds the amount of securities sold being offered other than by the Company that the underwriters determine in their sole discretion good faith is materially 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 good faith will not materially jeopardize the success of the offering (offering. In the event that the underwriters determine that less than all of securities so included requested to be apportioned on a pro rata basis first among the selling Holders of Senior Registrable Securities based on the number of Senior Registrable Securities held by such Holder, and then, if any additional shares may registered can be included in such offering, then the underwritingsecurities, including Registrable Securities, that are included in such offering shall be apportioned pro rata among the Holders according to Investor and the total amount holders of remaining Junior the other securities; provided, that, the Registrable Securities owned by each such selling Holder) unless that are included in such offering is shall make up at least the Initial Offering same relative percentage of the securities that are being registered in which case such offering as the selling Holders may be excluded if securities being registered in such offering by the underwriters make holders of the determination described aboveSeries A Preferred Stock of the Company.

Underwriting Requirements. In connection with any offering Offering pursuant to Section 2.1 hereof, involving an underwriting of shares of being issued by the Company’s capital stock, the Company shall not be required under Section 2 of this Section 3.2 Appendix to include any of the Holders’ securities ' Registerable 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 it (or by other persons entitled to select the underwriters) and enter into an underwriting agreement in customary form with an underwriter or underwriters selected by the Companyit, 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 Registerable Securities, requested by holders 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 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 Registerable Securities, that which the underwriters determine in their sole discretion believe will not jeopardize the success of the offering (the securities so included to be apportioned on a pro rata basis first among the selling Holders of Senior Registrable Securities based on the number of Senior Registrable Securities held by such Holder, and then, if any additional shares may be included in the underwriting, pro rata among the selling Holders according to the total amount of remaining Junior Registrable Securities securities entitled to be included therein owned by each selling Holder or in such other proportion as shall mutually be agreed to by such selling Holder) unless such offering is Holders). If all of the Initial Offering in which case Holders' Registerable Securities have not been registered for sale due to the selling Holders may be excluded if provisions of this Section 6, the underwriters make the determination described aboveprovisions of Section 2.3 shall control. 7.

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 3.2 1.3 to include any of the Holders’ ' ----------- securities in such underwriting unless they accept the terms of the underwriting as agreed upon between the Company and the underwriters selected by it (or by other persons entitled to select the underwriters) and enter into an underwriting agreement in customary form with an underwriter or underwriters selected by the Company), and then only in such quantity as the underwriters determine in their sole discretion will not jeopardize the success of the offering by the Company. If the total amount of securities, including Registrable Securities, requested by holders 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 (provided that the securities so be included to in any such registration, other than those which are being sold for the account of the Company, shall be apportioned on a pro rata basis reduced first among the selling Holders of Senior Registrable Securities based on by reducing the number of Senior securities that are not Registrable Securities held by such Holder, and then, if any additional shares may then shall be included in the underwriting, allocated pro rata among the affected Holders according in proportion to the total amount number of remaining Junior Registrable Securities owned requested to be included by each such selling Holder) unless holders, provided, -------- however, that in no event may less than 25% of the total number of equity ------- securities to be included in such underwriting, other than the Company's IPO, be made available for Registrable Securities nor shall any shares being sold by a Holder be excluded from such offering is the Initial Offering in which case the selling Holders may favor of securities to be excluded if the underwriters make the determination described abovesold on behalf of any third party.

Underwriting Requirements. (a) In connection with any offering involving an underwriting of shares being issued by the Corporation or sold by Holders of the Company’s capital stockRegistrable Securities exercising their rights under Section 2(a) or 2(b) hereof, the Company Corporation shall not be required under this Section 3.2 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 Corporation and the underwriters selected by it (or by other persons entitled to select the underwriters) and enter into an underwriting agreement in customary form with an underwriter or underwriters selected by the Company, and then only in such quantity as the underwriters determine in their sole discretion will not jeopardize the success of the offering by the Companyit. If the total amount of securities, including Registrable Securities, requested by holders securities that all selling Holders request to be included in such an underwritten 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 Corporation shall only be required to include in the offering only that number so many of such securities, including Registrable Securities, that the securities of the selling Holders as the underwriters determine in their sole discretion reasonably believe will not jeopardize the success of the offering (the securities so included to be apportioned on a pro rata basis first among the selling Holders of Senior Registrable Securities based on the number of Senior Registrable Securities held by such Holder, and then, if any additional shares may be included in the underwriting, pro rata among the selling Holders according to the total amount of remaining Junior Registrable Securities securities owned by each said selling Holders, or in such other proportions as shall mutually be agreed to by such selling HolderHolders); provided, however, that (i) no securities of any shareholder who is not a selling Holder shall be included unless such offering is the Initial Offering in all securities which case the selling Holders may have requested to be excluded if included are included, (ii) in the underwriters make case of any registration subject to Section 3 (other than the determination described above.Corporation's first registration under the Act), no reduction in the number of Registrable Securities the selling Holders have requested to be included in such registration shall limit the number of Registrable Securities being offered pursuant to such registration for the account of selling Holders to less than thirty percent (30%) of the aggregate shares offered under the

Underwriting Requirements. (a) In connection with any offering under Section 3 involving an underwriting of shares of being issued by the Company’s capital stockCorporation, the Company Corporation shall not be required under this Section 3.2 to include any of the Holders’ securities Holder's Registrable Shares in such underwriting unless they accept such Holder accepts the terms of the underwriting as agreed upon between the Company Corporation and the underwriters selected by it (or by other persons entitled to select the underwriters) and enter into an underwriting agreement in customary form with an underwriter or underwriters selected by the Companyit, and then only in such quantity as will not, in the underwriters determine in their sole discretion will not reasonable opinion of the underwriters, jeopardize the success of the offering by the CompanyCorporation. If the total amount of securities, including Registrable Securities, requested by holders securities that all Holders request to be included in such an underwritten offering under Section 3 exceeds the amount of securities sold other than by the Company that the underwriters determine in their sole discretion is reasonably believe compatible with the success of the offering, then no securities of any shareholder except (i) securities included in such underwritten offering pursuant to the Company exercise of contractual demand registration rights and (ii) Registrable Shares of Holders shall be included in such offering unless all Registrable Shares which the Holders have requested to be included are included, and the Corporation shall only be required to include in the offering only that number so many of such securities, including the Registrable Securities, that Shares of the Holders as the underwriters determine in their sole discretion reasonably believe will not jeopardize the success of the offering (the securities Registrable Shares so included to be apportioned on a pro rata basis first among the selling Holders of Senior Registrable Securities based on the number of Senior Registrable Securities held by such Holder, and then, if any additional shares may be included in the underwriting, pro rata among the selling Holders according to the total amount of remaining Junior Registrable Securities Shares owned by each such selling Holder) unless Holders, or in such offering is the Initial Offering in which case the other proportions as shall mutually be agreed to by such selling Holders may be excluded if the underwriters make the determination described aboveHolders).

Underwriting Requirements. If the Registration in respect of which the Company gives notice under this Section 3.2 is for an underwritten offering, the Company shall so advise each Holder. In connection with any offering involving an underwriting of shares of the Company’s capital stockshares, the Company shall not be required under this Section 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 it (or by other persons entitled to select the underwriters) and enter into an underwriting agreement in customary form with an underwriter or underwriters selected by the Companysuch underwriters, and then only in such quantity as the underwriters determine in their sole reasonable discretion will not jeopardize the success of the offering by the Company. If the total amount of securities, including Registrable Securities, requested by holders shareholders to be included in such offering exceeds the amount of securities sold other than by the Company that the underwriters determine in their sole reasonable discretion is compatible with the success of the offering, then the Company shall be required to include in the offering only that number of such securities, including Registrable Securities, that the underwriters determine in their sole discretion will not jeopardize the success of the offering. In no event shall any Registrable Securities be excluded from such offering (unless all other shareholders’ securities are first excluded. In the securities so included event that the underwriters determine that less than all of the Registrable Securities requested to be registered can be included in such offering, then the Registrable Securities that are included in such offering shall be apportioned on a pro rata basis first among the selling Holders of Senior Registrable Securities based on the number of Senior Registrable Securities held by all selling Holders or in such Holder, and then, if any additional shares may other proportions as shall mutually be included in the underwriting, pro rata among the Holders according agreed to the total amount of remaining Junior Registrable Securities owned by each all such selling Holder) unless such offering is the Initial Offering in which case the selling Holders may be excluded if the underwriters make the determination described aboveHolders.

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 3.2 3 to include any of the Holders’ Investor's --------- securities in such underwriting unless they accept the Investor accepts the terms of the underwriting as agreed upon between the Company and the underwriters selected by it (or by other persons entitled to select the underwriters) and enter into an underwriting agreement in customary form with an underwriter or underwriters selected by the Company, and then only in such quantity as 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 holders 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 (the securities so included to be apportioned on a pro rata basis first among the selling Holders of Senior Registrable Securities based on the number of Senior Registrable Securities held by such Holder, and then, if any additional shares may be included in the underwriting, pro rata among the Holders selling shareholders according to the total amount of remaining Junior Registrable Securities securities entitled to be included therein owned by each selling shareholder or in such other proportions as shall mutually be agreed to by such selling Holder) unless shareholders), provided that any shares being sold by the Investor in exercising a demand registration right granted in Section 2, or by any other shareholder exercising --------- a demand registration right similar to that granted in Section 2, shall not be --------- excluded from such offering is the Initial Offering in which case the selling Holders may be excluded if the underwriters make the determination described aboveoffering.

Underwriting Requirements. In connection with any offering involving ------------------------- an underwriting of shares of securities being issued by the Company’s capital stock, the Company shall not be required under this Section 3.2 1.3 to include any of the Holders’ ' securities in such underwriting unless they accept the terms of the underwriting as agreed upon between the Company and the underwriters selected by it (or by other persons entitled to select the underwriters) and enter into an underwriting agreement in customary form with an underwriter or underwriters selected by the Companyit, and then then, subject to the provisions of this Section 1.7, only in such quantity as quantity, if any, as, in the underwriters determine in their sole discretion will not jeopardize the success opinion of the offering by the Companyunderwriters, marketing factors permit. If the managing underwriter for the offering shall advise the Company in writing that the total amount of securities, including Registrable Securities, Securities requested by holders to be included in such offering exceeds the amount of securities sold other than by the Company proposed to be included in such offering that the underwriters determine in their sole discretion is compatible with the success of the offeringcan be successfully offered, 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 managing underwriter believes marketing factors permit (the securities so included to be apportioned on as follows: first all securities which stockholders other than the Holders seek to include in the offering shall be excluded from the offering to the extent a pro rata basis first among the selling Holders of Senior Registrable Securities based limitation on the number of Senior Registrable Securities shares included in the underwriting is required,and if further limitation on the number of shares to be included in the underwriting is required, then the number of shares held by such Holder, and then, if any additional shares Holders that may be included in the underwriting, underwriting shall be apportioned pro rata among the selling Holders according to the total amount of remaining Junior Registrable Securities securities requested to be registered therein owned by each selling Holder or in such other proportions as shall be mutually agreed to by such selling Holder) unless such offering is the Initial Offering in which case the selling Holders may be excluded if the underwriters make the determination described aboveHolders.

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 3.2 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 and the underwriters selected by it (or by other persons entitled to select the underwriters) and enter into an underwriting agreement in customary form with an underwriter or underwriters selected by the Company, and then only in such quantity as will not, in the underwriters determine in their sole discretion will not opinion of the underwriters, jeopardize the success of the offering by the Company; provided, however, that no Holder participating in such underwriting shall be required to make any representations or warranties except as they relate to such Holder's ownership of shares and authority to enter into the underwriting agreement and to such Holder's intended method of distribution, and the liability of such Holder shall be limited to an amount equal to the net proceeds from the offering received by such Holder. If the total amount of securities, including Registrable Securities, requested by holders to be included in such offering (the "Secondary Securities") exceeds the amount of securities sold other than by the Company Secondary Securities 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 securitiesSecondary Securities, including Registrable Securities, that which the underwriters determine in their sole discretion believe will not jeopardize the success of the offering (the securities so included offering. The amount of Secondary Securities to be apportioned on a pro rata basis first among the selling Holders of Senior Registrable Securities based on the number of Senior Registrable Securities held by such Holder, and then, if any additional shares may be so included in the underwriting, pro rata among the Holders according to the total amount of remaining Junior Registrable Securities owned by each such selling Holder) unless such offering is the Initial Offering in which case the selling Holders may be excluded if the underwriters make the determination described above.shall be

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 3.2 Sections 1.3 and 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 it (or by other persons entitled to select the underwriters) and enter into an underwriting agreement in customary form with an underwriter or underwriters selected by the Company), and then only in such quantity as the underwriters determine in their sole discretion will not jeopardize the success of the offering by the Company. If the total amount of securities, including Registrable Securities, requested by holders stockholders to be included in such offering pursuant to Sections 1.3 and 1.4 exceeds the amount of securities sold (other than by the Company in the case of a registration under Section 1.4) that the underwriters determine in their sole discretion is compatible with the success of the offering, then the Company shall be required exclude from such registration (i) first, securities held by any Person who does not have any contractual rights to include in cause the offering only that number of Company to register such securities, including Registrable Securities(ii) second, that the underwriters determine in their sole discretion will not jeopardize the success of the offering (the securities so included to be apportioned on a pro rata basis first among the selling Holders of Senior Registrable Securities based on the number of Senior Registrable Securities held by any Person with such Holdercontractual rights other than those granted in this Agreement, and then(iii) third, if any additional shares may be Management Stock included in the underwriting, and (iv) fourth, shares held by any Person with such contractual rights granted in this Agreement, pro rata among the Holders according of such shares on the basis of the respective numbers of shares of Common Stock requested to be included in such registration, but in no event shall the amount of securities of the selling Holders included in the offering be reduced below twenty percent (20%) of the total amount of remaining Junior Registrable Securities owned by each securities included in such selling Holder) offering, unless such offering is the Initial Offering in which case initial public offering of the selling Holders may be excluded if the underwriters make the determination described aboveCompany's securities.

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 so advise the Holders in the written notice delivered pursuant to Section 3.2 1.3(a) hereof. In such event the right of any Holders to include any of the Holders’ securities its Registrable Securities in such registration shall be conditioned upon such Holder's participation in such underwriting unless they accept and the terms inclusion of such Holder's Registrable Securities in the underwriting as agreed upon between to the Company and the underwriters selected by it (or by other persons entitled extent provided herein. All Holders proposing to select the underwriters) and distribute their securities through such underwriting shall enter into an underwriting agreement in customary form with an underwriter the underwriters or underwriters selected by the Company, and then only in for such quantity as the underwriters determine in their sole discretion will not jeopardize the success of the offering underwriting by the Company. If Notwithstanding any other provision of this Section 1.3, if the total amount of securities, including Registrable Securities, requested by holders to be included in such offering exceeds the amount of securities sold other than by underwriter advises the Company that the underwriters determine in their sole discretion is compatible with the success marketing factors require a limitation of the offeringnumber of securities underwritten, then the Company shall so advise all Holders of Registrable Securities that would otherwise be required to include underwritten pursuant hereto, and the number of shares that may be included in the offering only that number underwriting shall be allocated to the Holders of such securities, including Registrable Securities, that the underwriters determine in their sole discretion will not jeopardize the success of the offering (the securities so included to be apportioned Securities on a pro rata basis first among the selling Holders of Senior Registrable Securities based on the number of Senior Registrable Securities held by all such HolderHolders; PROVIDED, and thenHOWEVER, if any additional shares may be that in no event shall the amount of securities of the selling Holders included in the underwriting, pro rata among the Holders according such offering be reduced to an amount less than 20% of the total amount of remaining Junior Registrable Securities owned by each securities included in such selling Holder) offering unless such offering is the Initial Offering Offering, in which case the selling Holders may be excluded if the underwriters make the determination described aboveabove and no other stockholder's securities are included.

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 3.2 1.3 to include any of the Holders’ ' securities in such underwriting unless they accept the terms of the underwriting as agreed upon between the Company and the underwriters selected by it (or by other persons entitled to select the underwriters) and enter into an underwriting agreement in customary form with an underwriter or underwriters selected by the Companyit, 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 holders 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 (the securities so included to be apportioned on a pro rata basis first among the selling Holders of Senior Registrable Securities based on the number of Senior Registrable Securities held by such Holder, and then, if any additional shares may be included in the underwriting, pro rata among the Holders selling shareholders according to the total amount of remaining Junior Registrable Securities securities entitled to be included therein owned by each selling shareholder or in such other proportions as shall mutually be agreed to by such selling Holdershareholders); but in no event shall (i) the amount of securities of the selling Holders included in the offering be reduced below twenty percent (20%) 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 shareholder's securities are included, or (ii) notwithstanding (i) above., any shares being

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 3.2 2(b) hereof to include any of the Holders’ securities Registrable Securities in such underwriting unless they accept the Shareholder accepts the terms of the underwriting as agreed upon between by the Company and the underwriters selected by it (or by other persons entitled to select the underwriters) and enter into an underwriting agreement in customary form with an underwriter or underwriters selected by the Company), and then only in such quantity as the underwriters determine in their sole discretion will not jeopardize the success of the offering by the Company. If the total amount of securities, including Registrable Securities, requested by holders stockholders to be included in such the offering exceeds the amount of securities 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 such 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 (the securities so included to be apportioned on a pro rata basis first among the selling Holders of Senior Registrable Securities based on the number of Senior Registrable Securities held by such Holder, and then, if any additional shares may be included in the underwriting, pro rata among all of the Holders selling stockholders (including the Shareholder) according to the total amount of remaining Junior Registrable Securities securities entitled to be included therein owned by each selling stockholder (including the Shareholder) but in no event shall the amount of Registrable Securities included in the offering be reduced below fifteen percent (15%) of the total amount of securities included in such selling Holder) offering, unless such offering is the Initial Offering initial public offering of the Company's securities, in which case case, the selling Holders Registrable Securities may be excluded if the underwriters make the determination described aboveabove and no other stockholder's securities are included in such offering.

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 3.2 1.3 to include any of the Holders’ securities in such underwriting unless they accept the terms of the underwriting as agreed upon between the Company and the underwriters selected by it (or by other persons entitled to select the underwriters) and enter into an underwriting agreement in customary form with an underwriter or underwriters selected by the Company), and then only in such quantity as the underwriters determine in their sole discretion will not jeopardize the success of the offering by the Company. If the total amount of securities, including Registrable Securities, requested by holders 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 (the securities so included to be apportioned on a pro rata basis first among the selling Holders of Senior Registrable Securities based on the number of Senior Registrable Securities held by such Holder, and then, if any additional shares may be included in the underwriting, pro rata among the Holders selling stockholders according to the total amount of remaining Junior Registrable Securities 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 Holderstockholders) but in no event shall the amount of securities of the selling Holders included in the offering be reduced below 30% 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 case, the selling Holders may be excluded if the underwriters make the determination described above.above and no other stockholder’s securities are

Underwriting Requirements. In Except for the Registration Rights Agreement dated as of December 19, 1994, by and among the Company and the persons whose signatures appear on the signature page thereof, the Registration Rights Agreement dated as of September 4, 1997, as amended April 14, 1998, by and among the Company and the Initial Investors (as defined therein), and that certain Securities Purchase Agreement dated September 30, 1994 by and among the Company and the persons whose signatures appear on the signature page thereof, each as amended prior to the date of this Agreement (collectively, the "Series B and D Registration Rights Agreements"), in connection with any offering involving an underwriting of shares of the Company’s 's capital stock, the Company shall not be required under this Section 3.2 to include any of the Holders’ securities ' Restricted Stock in such underwriting unless they if such Holders accept the terms of the underwriting as agreed upon between the Company and the underwriters selected by it the Company (or by other persons entitled to select the underwriters) and enter into an underwriting agreement in customary form with an underwriter or underwriters selected by the Company), and then but 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 SecuritiesRestricted Stock, requested by holders 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 SecuritiesRestricted Stock, that which the underwriters determine in their sole discretion will not jeopardize the success of the offering (the securities so included to be apportioned on a pro rata basis first among the selling Holders of Senior Registrable Securities based on the number of Senior Registrable Securities held by such Holder, and then, if any additional shares may be included in the underwriting, pro rata among the Holders selling stockholders according to the total amount of remaining Junior Registrable Securities 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 Holder) unless such offering is the Initial Offering in which case the selling Holders may be excluded if the underwriters make the determination described abovestockholders).

Underwriting Requirements. In connection with any offering involving an underwriting of shares of the Company’s capital stockbeing issued by Buyer, the Company Buyer shall not be required under this Section 3.2 7.2 to include any of the Holders’ Seller's securities in such underwriting unless they accept Seller accepts the terms of the underwriting as agreed upon between the Company Buyer and the underwriters selected by it (or by other persons entitled to select the underwriters) and enter into an underwriting agreement in customary form with an underwriter or underwriters selected by the Companyit, and then only in such quantity as will not, in the underwriters determine in their sole discretion will not jeopardize the success opinion of the underwriters, exceed the largest number of securities requested to be included in such offering which can be sold without having an adverse effect on such offering by the CompanyBuyer. If the total amount number of securities, including Registrable Securities, requested by holders Seller to be included in such offering (or in any other offering in which Seller shall have the right to include Registrable Securities pursuant to this Section 7) 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 Buyer 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 (the securities so included to be apportioned have an adverse effect on a pro rata basis first among the selling Holders of Senior Registrable Securities based on such offering, and the number of Senior Registrable Securities held by such Holder, and then, if any additional shares that may be included in the underwritingunderwriting shall be allocated as follows: (i) first, pro rata among the Holders according that number of shares sought to be registered by Buyer, and (ii) second, that number of shares sought to be registered by Seller, in proportion (as nearly as practicable) to the total amount of remaining Junior the Registrable Securities owned held by each such selling Holder) unless such offering is the Initial Offering in which case the selling Holders may be excluded if the underwriters make the determination described aboveSeller.

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 3.2 3.3 to include the Registrable Securities of any of the Holders’ securities in such underwriting unless they accept the terms of Holder that fails to execute the underwriting as agreed upon agreement entered into between the Company and the underwriters selected by it (or by other persons entitled to select the underwriters) and enter into an underwriting agreement in customary form with an underwriter or underwriters selected by the Companyit. 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 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, Securities that the underwriters determine in their sole discretion good faith will not jeopardize the success of the offering (the securities so included to be apportioned on a pro rata basis first among the selling Holders of Senior Registrable Securities based on the number of Senior Registrable Securities held by all selling Holders or in such Holderother proportions as shall mutually be agreed to by such selling Holders), and then, if any additional shares may be but in no event shall (i) the amount of securities of the selling Holders included in the underwriting, pro rata among the Holders according to offering be reduced below twenty five percent (25%) of the total amount of remaining Junior Registrable Securities owned by each securities included in such selling Holder) offering, unless such offering is the Initial Offering Offering, in which case the selling Holders may be completely excluded if the underwriters make the determination described aboveabove and no other stockholder’s securities are included, (ii) any securities held by the Founder be included if any securities held by the Investors are excluded, and (iii) any securities (other than those of the Company) be included in such underwriting which would reduce the number of shares included by the Holders without the consent of the majority-in-interest of the Holders of the outstanding Registrable Securities that desire to include securities 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 3.2 1.3 to include any of the Holders’ ' securities in such underwriting unless they accept the terms of the underwriting as agreed upon between the Company and the underwriters selected by it (or by other persons entitled to select the underwriters) and enter into an underwriting agreement in customary form with an underwriter or underwriters selected by the Company), and then only in such quantity as the underwriters determine in their sole discretion will not jeopardize the success of the offering by the Company. If the total amount of securities, including Registrable Securities, requested by holders 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 (the securities so included to be apportioned on a pro rata basis first among the selling Holders of Senior Registrable Securities based on the number of Senior Registrable Securities held by such Holder, and then, if any additional shares may be included in the underwriting, pro rata among the Holders selling stockholders according to the total amount of remaining Junior Registrable Securities securities entitled to be included therein (without regard to the number of securities actually requested to be included therein) owned by each selling stockholder or in such other proportions as shall mutually be agreed to by such selling Holderstockholders) unless but in no event shall (i) any shares be sold by a stockholder exercising a demand registration right similar to that granted in Section 1.2 be excluded from such offering is offering, (ii) the Initial Offering in which case amount of Registrable Securities of the selling Holders may included in the offering be excluded if reduced below twenty percent (20%) of the underwriters make the determination described abovetotal amount of Registrable Securities included in such offering.

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 this Section 3.2 3 or Section 15, to include any of the Holders’ ' securities in an underwritten offering of the Company's securities unless such underwriting unless they Holders accept the terms of the underwriting as agreed upon between the Company and the underwriters selected by it (or by other persons entitled to select the underwriters) and enter into an underwriting agreement in customary form with an underwriter or underwriters selected by the Company, assuming usual and then only in such quantity as the underwriters determine in their sole discretion will not jeopardize the success of the offering by the Companycustomary underwriting terms. If the total amount of securities, including Registrable SecuritiesSecurities and any other securities of the Company whose holders have registration rights, requested by holders shareholders (including the 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 reasonably believe compatible with the success of the offering, from a pricing or marketing point of view, 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 impair the success pricing or marketing of the offering securities to be underwritten (the securities so included to be apportioned on a pro rata basis first among the selling Holders of Senior Registrable Securities based on the number of Senior Registrable Securities held by such Holder, and then, if any additional shares may be included in the underwriting, pro rata among the Holders selling shareholders according to the total amount of remaining Junior Registrable Securities Securities, and other securities of the Company whose holders have registration rights, owned by each selling shareholder or in such other proportions as shall mutually be agreed to by such selling Holder) shareholders); provided, however, that in ----------------- no event shall the amount of securities of the selling Holders included in the offering be reduced below 20% 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 and the other such selling holders may be excluded if the underwriters make the determination described aboveabove and provided no other shareholder's securities are included.

Underwriting Requirements. (a) In connection with any offering under Section 3 involving an underwriting of shares of being issued by the Company’s capital stockCorporation, the Company Corporation shall not be required under this Section 3.2 to include any of the Holders’ securities Holder’s Registrable Shares in such underwriting unless they accept such Holder accepts the terms of the underwriting as agreed upon between the Company Corporation and the underwriters selected by it (or by other persons entitled to select the underwriters) and enter into an underwriting agreement in customary form with an underwriter or underwriters selected by the Companyit, and then only in such quantity as will not, in the underwriters determine in their sole discretion will not reasonable opinion of the underwriters, jeopardize the success of the offering by the CompanyCorporation. If the total amount of securities, including Registrable Securities, requested by holders securities that all Holders request to be included in such an underwritten offering under Section 3 exceeds the amount of securities sold other than by the Company that the underwriters determine in their sole discretion is reasonably believe compatible with the success of the offering, then no securities of any shareholder except (i) securities included in such underwritten offering pursuant to the Company exercise of contractual demand registration rights and (ii) Registrable Shares of Holders shall be included in such offering unless all Registrable Shares which the Holders have requested to be included are included, and the Corporation shall only be required to include in the offering only that number so many of such securities, including the Registrable Securities, that Shares of the Holders as the underwriters determine in their sole discretion reasonably believe will not jeopardize the success of the offering (the securities Registrable Shares so included to be apportioned on a pro rata basis first among the selling Holders of Senior Registrable Securities based on the number of Senior Registrable Securities held by such Holder, and then, if any additional shares may be included in the underwriting, pro rata among the selling Holders according to the total amount of remaining Junior Registrable Securities Shares owned by each such selling Holder) unless Holders, or in such offering is the Initial Offering in which case the other proportions as shall mutually be agreed to by such selling Holders may be excluded if the underwriters make the determination described aboveHolders).

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 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 it (or by other persons entitled to select the its underwriters) and enter into an underwriting agreement in customary form with an underwriter or underwriters selected by the Company, and then only in such quantity as the underwriters determine in their sole discretion will not jeopardize the success of the offering by the Company. If the total amount number of securities, including Registrable Securities, requested by holders 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 (offering. In the securities so included event that the underwriters determine that less than all of the Registrable Securities requested to be apportioned on a pro rata basis first among registered can be included in such offering, then the selling Holders of Senior Registrable Securities based that are included in such offering shall be allocated in the following manner: (i) first, the shares of the Registrable Securities held by all selling stockholders participating in such offering, except those shares of the Registrable Securities held by Rhino Energy Holdings LLC, shall be excluded from underwriting to the extent required by such limitation in proportion (as nearly as practicable) to the number of Registrable Securities owned by such Holders and (ii) second, if a limitation on the number of Senior shares is still required, the shares of the Registrable Securities held by such Holder, and then, if any additional shares may Rhino Energy Holdings LLC shall be included in the underwriting, pro rata among the Holders according excluded from underwriting to the total amount of remaining Junior Registrable Securities owned extent required by each such selling Holder) unless such offering is the Initial Offering in which case the selling Holders may be excluded if the underwriters make the determination described abovelimitation.

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 this Section 3.2 3 to include any of the Holders’ ' securities in an underwritten offering of the Company's securities unless such underwriting unless they Holders accept the terms of the underwriting as agreed upon between the Company and the underwriters selected by it (or by other persons entitled to select the underwriters) and enter into an underwriting agreement in customary form with an underwriter or underwriters selected by the Company, and then only in such quantity as the underwriters determine in their sole discretion will not jeopardize the success of the offering by the Companyit. If the total amount of securities, including Registrable Securities, requested by holders 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 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 (the offering. The securities so included to be apportioned on a pro rata basis first among the selling Holders of Senior Registrable Securities based on the number of Senior Registrable Securities held by such Holder, and then, if any additional shares may be included in the underwritingregistration in the event of such a reduction shall be apportioned first to the Company, then pro rata among the selling Holders according to the total amount of remaining Junior Registrable Securities securities requested to be sold in such registration by such Holders and then pro rata among any other selling shareholders according to the total amount of securities otherwise entitled to be included therein owned by each such other selling Holder) shareholder, or in such other proportions as shall mutually be agreed to by such selling shareholders; provided that in no event shall the amount of securities of the selling Holders included in the offering be reduced below 20% 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 aboveabove and provided no other shareholder's securities are included.

Underwriting Requirements. In connection with any offering involving ------------------------- an underwriting of shares of the Company’s capital stock's Capital Stock, the Company shall will not be required under this Section 3.2 SECTION 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 it the Company (or by other persons entitled to select the underwriters) and enter into an underwriting agreement in customary form with an underwriter or underwriters selected by the Company, and then only in such quantity as the underwriters determine in their sole discretion will not jeopardize the success of the offering by the Company). If the underwriter delivers a written opinion to the Selling Holders and the Company that the total amount of securities, including Registrable Securities, requested by holders such Selling Holders 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 will be required to include in the offering only that number of such securities, including Registrable Securities, that if any, and securities of other stockholders which the underwriters determine in their sole reasonable discretion will not jeopardize the success of the offering (the securities so included to be apportioned on a pro rata basis first among the selling Holders of Senior Registrable Securities based on the number of Senior Registrable Securities held by such Holder, and then, if any additional shares may be included in the underwriting, pro rata among the Holders all selling stockholders according to the total amount number of remaining Junior Registrable Securities registrable securities owned by each selling stockholder or in such other proportions as will mutually be agreed to by such selling Holder) unless stockholders); provided, however, no shares being sold by a stockholder exercising a demand registration right similar to that granted in SECTION 2 shall be required to be excluded from such offering is unless all other securities are first entirely excluded from the Initial Offering in which case the selling Holders may be excluded if the underwriters make the determination described aboveunderwriting.

Underwriting Requirements. In connection with any offering involving ------------------------- an underwriting of shares of the Company’s capital stockbeing issued by Citadel, the Company Citadel shall not be required under this Section 3.2 1.3 to include any of the Holders’ ' securities in such underwriting unless they accept the terms of the underwriting as agreed upon between the Company Citadel and the underwriters selected by it (or by other persons entitled to select the underwriters) and enter into an underwriting agreement in customary form with an underwriter or underwriters selected by the Companyit, and then only in such quantity as will not, in the underwriters determine in their sole discretion will not reasonable opinion of the underwriters, jeopardize the success of the offering by the CompanyCitadel. If the total amount of securities, including Registrable Securities, requested by holders stockholders to be included in such offering exceeds the amount of securities to be sold other than by the Company Citadel that the underwriters determine in their sole discretion is reasonably believe compatible with the success of the offering, then the Company Citadel 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 (the securities so included to be apportioned on a pro rata basis first among the selling Holders of Senior Registrable Securities based on the number of Senior Registrable Securities held by such Holder, and then, if any additional shares may be included in the underwriting, pro rata among the Holders selling stockholders according to the total amount of remaining Junior Registrable Securities 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 Holder) unless such offering is the Initial Offering stockholders); provided, however, that in which case the no event shall any securities of selling Holders may be excluded if the underwriters make the determination described aboveuntil all securities of selling employees of, or consultants and advisors to, Citadel are excluded.

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 3.2 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 it (or by other persons entitled to select the underwriters) and enter into an underwriting agreement in customary form with an underwriter or underwriters selected by the Company), and then only in such quantity as the underwriters determine in their sole discretion will not jeopardize the success of the offering by the Company. If the total amount of securities, including Registrable SecuritiesCommon Stock, requested by holders shareholders to be included in such offering exceeds the amount of securities sold other than by the Company that the underwriters determine in their sole discretion is compatible with the success of the offering, then the Company shall be required to include in the offering only that number of such securities, including Registrable SecuritiesCommon Stock, that which the underwriters determine in their sole discretion will not jeopardize the success of the offering (the securities so included to be apportioned on a pro rata basis first among the selling Holders of Senior Registrable Securities based on the number of Senior Registrable Securities held by such Holder, and then, if any additional shares may be included in the underwriting, pro rata among the Holders selling shareholders according to the total amount of remaining Junior Registrable Securities securities entitled to be included therein owned by each selling shareholder or in such other proportions as shall mutually be agreed to by such selling shareholders) but in no event shall the amount of securities of the selling Shareholders included in the offering be reduced below thirty percent (30%) of the total amount of securities requested by each such selling Holder) Holder to be included in such offering, unless such offering is the Company's Initial Public Offering in which case the selling Holders shareholders may be excluded entirely if the underwriters make the determination described above.

Underwriting Requirements. In connection with any offering involving an underwriting of shares of the Company’s capital stockbeing issued by HBDB, the Company HBDB shall not be required under this Section 3.2 6.2 to include any of the Holders’ Seller's securities in such underwriting unless they accept Seller accepts the terms of the underwriting as agreed upon between the Company HBDB and the underwriters selected by it (or by other persons entitled to select the underwriters) and enter into an underwriting agreement in customary form with an underwriter or underwriters selected by the Companyit, and then only in such quantity as will not, in the underwriters determine in their sole discretion will not jeopardize the success opinion of the underwriters, exceed the largest number of securities requested to be included in such offering which can be sold without having an adverse effect on such offering by the CompanyHBDB. If the total amount number of securities, including Registrable Securities, requested by holders Seller to be included in such offering (or in any other offering in which Seller shall have the right to include Registrable Securities pursuant to this Section 6) 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 HBDB 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 (the securities so included to be apportioned have an adverse effect on a pro rata basis first among the selling Holders of Senior Registrable Securities based on such offering, and the number of Senior Registrable Securities held by such Holder, and then, if any additional shares that may be included in the underwritingunderwriting shall be allocated as follows: (i) first, pro rata among the Holders according that number of shares sought to be registered by HBDB, and (ii) second, that number of shares sought to be registered by Seller, in proportion (as nearly as practicable) to the total amount of remaining Junior the Registrable Securities owned held by each such selling Holder) unless such offering is the Initial Offering in which case the selling Holders may be excluded if the underwriters make the determination described aboveSeller.

Underwriting Requirements. (a) In connection with any offering under Section 3 involving an underwriting of shares of being issued by the Company’s capital stockCorporation, the Company Corporation shall not be required under this Section 3.2 to include any of the Holders’ securities Holder's Registrable Securities in such underwriting unless they accept such Holder accepts the terms of the underwriting as agreed upon between the Company Corporation and the underwriters selected by it (or by other persons entitled to select the underwriters) and enter into an underwriting agreement in customary form with an underwriter or underwriters selected by the Companyit, and then only in such quantity as will not, in the underwriters determine in their sole discretion will not reasonable opinion of the underwriters, jeopardize the success of the offering by the CompanyCorporation. If the total amount of securities, including Registrable Securities, requested by holders securities that all Holders request to be included in such an underwritten offering under Section 3 exceeds the amount of securities sold other than by the Company that the underwriters determine in their sole discretion is reasonably believe compatible with the success of the offering, then the Company no other securities of any shareholder except Registrable Securities of Holders shall be required included in such offering unless all Registrable Securities which the Holders have requested to include in be included are included, and the offering only that number of such securities, including shares of Registrable Securities, that the underwriters determine in their sole discretion will not jeopardize the success of the offering (the securities so included Securities to be apportioned on a included in such an offering will be reduced, pro rata basis (i) first among the selling Holders officers and directors of Senior Registrable Securities the Corporation, (ii) then among the Series A Investors, the Series A-1 Investor and the Series B Investors, based on the number of Senior shares of Registrable Securities held by such Holder, and thenso requested to be registered, if any additional shares may be included in the underwriting, pro rata among the Holders according and to the total amount extent that the managing underwriter shall be of remaining Junior the opinion that such inclusion would adversely affect the marketing of the Registrable Securities owned by each such selling Holder) unless such offering is the Initial Offering in which case the selling Holders may to be excluded if the underwriters make the determination described abovesold.

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 3.2 1.3 to include any of the Holders’ a Holder's securities in such underwriting unless they accept such Holder accepts the terms of the underwriting as agreed upon between the Company and the underwriters selected by it (or by other persons entitled to select the underwriters) and enter into an underwriting agreement in customary form with an underwriter or underwriters selected by the Company), and then only in such quantity as the underwriters determine in their sole discretion will not jeopardize the success of the offering by the Company. If the total amount of securities, including Registrable Securities, requested by holders 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 (the securities so included to be apportioned on a pro rata basis first among the selling Holders of Senior Registrable Securities based on the number of Senior Registrable Securities held by such Holder, and then, if any additional shares may be included in the underwriting, pro rata among the Holders and the holders of other securities entitled to be included in such underwriting under the terms of any registration rights agreement with the Company, according to the total amount of remaining Junior Registrable Securities or other such securities entitled to be included therein owned by each Holder and other holders or in such selling Holder) other proportions as shall be agreed to by a majority in interest of the Holders and such other holders); provided, however, that in the event that the Initiating Holders request a registration under Section 1.2 that is subsequently converted into a piggyback registration at the election of the Company, as provided in Section 1.2(b), then the number of Registrable Securities to be included in such a registration shall not be reduced unless all other securities to be sold other than for the Company's account are first entirely excluded from such offering is the Initial Offering in which case the selling Holders may be excluded if the underwriters make the determination described aboveregistration.

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 3.2 3 to include any of the Holders’ Investor's securities in such underwriting --------- unless they accept the Investor accepts the terms of the underwriting as agreed upon between the Company and the underwriters selected by it (or by other persons entitled to select the underwriters) and enter into an underwriting agreement in customary form with an underwriter or underwriters selected by the Company, and then only in such quantity as 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 holders 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 (the securities so included to be apportioned on a pro rata basis first among the selling Holders of Senior Registrable Securities based on the number of Senior Registrable Securities held by such Holder, and then, if any additional shares may be included in the underwriting, pro rata among the Holders selling shareholders according to the total amount of remaining Junior Registrable Securities securities entitled to be included therein owned by each selling shareholder or in such other proportions as shall mutually be agreed to by such selling Holder) unless such offering is shareholders), provided that any shares being sold by the Initial Offering Investor in which case the selling Holders may exercising a demand registration right granted in Section 2, or by --------- any other shareholder exercising a demand registration right similar to that granted in Section 2, shall not be excluded if the underwriters make the determination described above.from such offering. ---------

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 3.2 1.3 to include any of the Holders’ Investor’s securities in such underwriting unless they accept the terms of the underwriting as agreed upon between the Company and the underwriters selected by it the Company (or by other persons entitled to select the underwriters) and enter into an underwriting agreement in customary form with an underwriter or underwriters selected by the Companysuch 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 SecuritiesPurchased Shares, requested by holders 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 SecuritiesPurchased Shares, that the underwriters determine in their sole discretion will not jeopardize the success of the offering. In no event shall any Purchased Shares be excluded from such offering (unless all other stockholders’ securities have been first excluded. In the securities so included event that the underwriters determine that less than all of the Purchased Shares requested to be registered can be included in such offering, then the Purchased Shares that are included in such offering shall be apportioned on a pro rata basis first among the Investor and other selling Holders of Senior Registrable Securities parties based on the number of Senior Registrable Securities shares of Common Stock held by Investor and all other selling parties or in such Holder, other proportions as shall mutually be agreed to by Investor and then, if any additional shares may be included in the underwriting, pro rata among the Holders according to the total amount of remaining Junior Registrable Securities owned by each such all other selling Holder) unless such offering is the Initial Offering in which case the selling Holders may be excluded if the underwriters make the determination described aboveparties.

Underwriting Requirements. In connection with any offering involving an underwriting of shares of the Company’s 's capital stockstock in which CSC makes a written request pursuant to Section 9(a) hereof, the Company shall not be required under this Section 3.2 9 to include any of the Holders’ securities CSC's Shares in such underwriting unless they accept CSC accepts the terms of the underwriting as agreed upon between the Company and the underwriters selected by it (or by other persons entitled to select the underwriters) and enter into an underwriting agreement in customary form with an underwriter or underwriters selected by the Company), and then only in such quantity as the underwriters determine in their sole reasonable discretion will not jeopardize the success of the offering by the Company. If the total amount of securities, including Registrable SecuritiesCSC's Shares, requested by holders shareholders to be included in such offering exceeds the amount of securities sold other than by the Company that the underwriters determine in their sole reasonable discretion is compatible with the success of the offering, then CSC may be excluded entirely if the underwriters make the determination described above and no other shareholder's securities are included, or then the Company shall be required to include in the offering only that number of such securities, including Registrable SecuritiesCSC's Shares, that which the underwriters determine in their sole reasonable discretion will not jeopardize the success of the offering (offering, but in no event shall the amount of securities so included to be apportioned on a pro rata basis first among the selling Holders of Senior Registrable Securities based on the number of Senior Registrable Securities held by such Holder, and then, if any additional shares may be CSC included in the underwriting, pro offering be reduced below ten percent (10%) of the total amount of securities included in such offering. Allocation of securities to be sold in any such offering shall be made on a pro-rata basis among the Holders any selling shareholders involved in such offering according to the total amount number of remaining Junior Registrable Securities owned securities held by each such selling Holder) unless such offering is shareholder and entitled to inclusion therein on the Initial Offering in which case basis of a registration rights agreement with the selling Holders may be excluded if the underwriters make the determination described aboveCompany.

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 3.2 Sections 1.3 and 1.4 to include any of the Holders’ ' securities in such underwriting unless they such Holders accept the terms of the underwriting as agreed upon between the Company and the underwriters selected by it (or by other persons entitled to select the underwriters) and enter into an underwriting agreement in customary form with an underwriter or underwriters selected by the Company), and then only in such quantity as the underwriters determine in their sole discretion will not jeopardize the success of the offering by the Company. If the total amount of securities, including Registrable Securities, requested by holders stockholders to be included in such offering pursuant to Sections 1.3 and 1.4 exceeds the amount of securities sold (other than by the Company in the case of a registration under Section 1.4) that the underwriters determine in their sole discretion is compatible with the success of the offering, then the Company shall be required exclude from such registration (i) first, securities held by any Person who does not have any contractual rights to include in cause the offering only that number of Company to register such securities, including Registrable Securities(ii) second, that the underwriters determine in their sole discretion will not jeopardize the success of the offering (the securities so included to be apportioned on a pro rata basis first among the selling Holders of Senior Registrable Securities based on the number of Senior Registrable Securities held by any Person with such Holdercontractual rights other than those granted in this Agreement, and then(iii) third, if any additional shares may be Management Stock included in the underwriting, and (iv) fourth, shares held by any Person with such contractual rights granted in this Agreement (other than holders of Management Stock), pro rata among the Holders according of such shares on the basis of the respective numbers of shares of Common Stock requested to be included in such registration, but in no event shall the amount of securities of the selling Holders included in the offering be reduced below twenty percent (20%) of the total amount of remaining Junior Registrable Securities owned by each securities included in such selling Holder) offering, unless such offering is the Initial Offering in which case initial public offering of the selling Holders may be excluded if the underwriters make the determination described aboveCompany's securities.

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 3.2 1.3 to include any of the Holders’ ' securities in such underwriting unless they accept the terms of the underwriting as agreed upon between the Company and the underwriters selected by it (or by other persons entitled to select the underwriters) and enter into an underwriting agreement in customary form with an underwriter or underwriters selected by the Company, and then only in such quantity as the underwriters determine in their sole discretion will not jeopardize the success of the offering by the Company. If the total amount of securities, including Registrable Securities, requested by holders 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 (the securities so included to be apportioned on a pro rata basis first among the selling Holders of Senior Registrable Securities based on the number of Senior Registrable Securities held by such Holder, and then, if any additional shares may be included in the underwriting, pro rata among the selling Holders according to the total amount of remaining Junior Registrable Securities securities entitled to be included therein owned by each selling Holder or in such other proportions as shall mutually be agreed to by such selling HolderHolders), but in no event shall (i) the amount of securities of the selling Holders included in the offering be reduced below twenty percent (20%) of the total amount of securities included in such offering, unless such offering is the Initial Offering in which case initial public offering of the selling Holders may be excluded if the underwriters make the determination described above.Company's

Underwriting Requirements. In connection with any offering involving an underwriting of shares of the Company’s capital stockcommon stock or other securities, the Company shall not be required under this Section 3.2 3 to include any of the Holders’ securities in such underwriting unless they accept the terms of the underwriting as reasonably agreed upon between the Company and the underwriters selected by it (or by other persons entitled to select the underwriters) and enter into an underwriting agreement in customary form with an underwriter or underwriters selected by the Company, and then only in such quantity as the underwriters determine in their sole discretion will not jeopardize the success of the offering by the Company. If the total amount of securities, including Registrable Securities, requested by holders 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 (the securities so included to be apportioned on a pro rata basis first among the selling Holders of Senior Registrable Securities based on the number of Senior Registrable Securities held by such Holder, and then, if any additional shares may be included in the underwriting, pro rata among the selling Holders according to the total amount of remaining Junior Registrable Securities securities entitled to be included therein owned by each selling Holder or in such other proportions as shall mutually be agreed to by such selling HolderHolders), but in no event shall (i) unless such offering is the Initial Offering in which case amount of securities of the selling Holders may included in the offering be reduced below thirty-three (33%) percent of the total amount of securities included in such offering; 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 Company) are first entirely excluded if from the underwriters make the determination described aboveunderwriting.

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 3.2 Sections 1.3 and 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 it (or by other persons entitled to select the underwriters) and enter into an underwriting agreement in customary form with an underwriter or underwriters selected by the Company), and then only in such quantity as the underwriters determine in their sole discretion will not jeopardize the success of the offering by the Company. If the total amount of securities, including Registrable Securities, requested by holders stockholders to be included in such offering pursuant to Sections 1.3 and 1.4 exceeds the amount of securities sold (other than by the Company in the case of a registration under Section 1.4) that the underwriters determine in their sole discretion is compatible with the success of the offering, then the Company shall be required exclude from such registration (i) first, securities held by any Person who does not have any contractual rights to include in cause the offering only that number of Company to register such securities, including Registrable Securities(ii) second, that the underwriters determine in their sole discretion will not jeopardize the success of the offering (the securities so included to be apportioned on a pro rata basis first among the selling Holders of Senior Registrable Securities based on the number of Senior Registrable Securities held by any Person with such Holdercontractual rights other than those granted in this Agreement, and then(iii) third, if any additional shares may be Management Stock included in the underwriting, and (iv) fourth, shares held by any Person with such contractual rights granted in this Agreement, pro rata among the Holders according of such shares on the basis of the respective numbers of shares of Common Stock requested to be included in such registration, but in no event shall the amount of securities of the selling Holders included in the offering be reduced below twenty percent (20%) of the total amount of remaining Junior Registrable Securities owned by each securities included in such selling Holder) offering, unless such offering is the Initial Offering in which case initial public offering of the selling Holders may be excluded if the underwriters make the determination described aboveCompany's securities.

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 3.2 7.3 to include any of the Holders’ ' securities in such underwriting unless they accept the terms of the underwriting as agreed upon between the Company and the underwriters selected by it (or by other persons entitled to select the underwriters) and enter into an underwriting agreement in customary form with an underwriter or underwriters selected by the Companyit, 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 holders 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 (the securities so included to be apportioned on a pro rata basis first among the selling Holders of Senior Registrable Securities based on the number of Senior Registrable Securities held by such Holder, and then, if any additional shares may be included in the underwriting, pro rata among the Holders selling stockholders according to the total amount of remaining Junior Registrable Securities 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 Holderstockholders) but: (i) in no event shall the amount of securities of the selling Holders included in the offering be reduced below 30% 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 if the underwriters make the determination described aboveabove and no other stockholder's securities are included; and (ii) in no event shall any shares being sold by a stockholder exercising a demand registration right similar to that granted in Section 7.2 be excluded from such offering.

Underwriting Requirements. 8.1 In connection with any offering involving an underwriting of shares of being issued by the Company’s capital stockCorporation, the Company Corporation shall not be required under this Section 3.2 to include any of the Holders’ securities Registrable Securities in such underwriting unless they the Holders of such Registrable Securities accept the terms of the underwriting as agreed upon between the Company Corporation and the underwriters selected by it (or by other persons entitled to select the underwriters) and enter into an underwriting agreement in customary form with an underwriter or underwriters selected by the Companyit, and then only in such quantity as will not, in the underwriters determine in their sole discretion will not reasonable opinion of the underwriters, jeopardize the success of the offering by the CompanyCorporation. If the total amount of securities, including Registrable Securities, requested by holders securities that all Holders request to be included in such an underwritten 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 no other securities of any stockholder who is not a Holder shall be included in such offering unless all securities which the Company Holders have requested to be included are included, and the Corporation shall only be required to include in the offering only that number so many of such securities, including Registrable Securities, that the securities of the selling Holders as the underwriters determine in their sole discretion reasonably believe will not jeopardize the success of the offering (the securities so included to be apportioned on a pro rata basis first among the selling Holders of Senior Registrable Securities based on the number of Senior Registrable Securities held by such Holder, and then, if any additional shares may be included in the underwriting, pro rata among the selling Holders according to the total amount of remaining Junior securities owned by said selling Holders, or in such other proportions as shall mutually be agreed to by such selling Holders). In the case of the third request to register Registrable Securities owned by each pursuant to Section 2 hereof, to the extent that 20% or more of the Registrable Securities requested to be registered are excluded from an offering in accordance with this Section 8.1, the Holders of Registrable Securities as a group shall have the right to one additional registration pursuant to Section 2 hereof with respect to such selling Holder) unless such offering is the Initial Offering in which case the selling Holders may be excluded if the underwriters make the determination described aboveRegistrable Securities.

Underwriting Requirements. In connection with any offering involving an underwriting of shares of the Company’s capital stockunderwritten -------------------------- offering, the Company shall not be required under this Section 3.2 3 to include any of the Holders’ securities Holder's Registrable Shares in such underwriting underwritten offering unless they accept such Holder shall have agreed in writing to the terms of the underwriting as agreed upon between among the Company and the underwriters selected by it (the Company or by other persons entitled to select selling stockholders, as the underwriters) and enter into an underwriting agreement in customary form with an underwriter or underwriters selected by the Companycase may be, and then only in such quantity as the underwriters determine in their sole discretion will not jeopardize materially and adversely affect the success distribution of securities to be covered by such registration statement, such determination to be confirmed in writing upon the offering by the Companyrequest of any Holder. If the total amount of securities, including Registrable Securities, Shares requested by holders Holders to be included in such offering pursuant to Section 3(a) 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 Shares and shares of Common Stock offered by other selling shareholders which the underwriters determine in their sole discretion will not jeopardize the success of have a material adverse effect on the offering (the securities so included to be apportioned on a among all selling Holders and other selling shareholders pro rata basis first among the selling Holders of Senior Registrable Securities based on the number of Senior Registrable Securities held by such Holder, and then, if any additional shares may be included in the underwriting, pro rata among the Holders according to the total amount of remaining Junior Registrable Securities owned shares of Common Stock proposed to the be sold by each such selling Holder) unless such offering is the Initial Offering in which case the selling Holders may be excluded if the underwriters make the determination described aboveholder.

Underwriting Requirements. (a) In connection with any offering under Section 3 involving an underwriting of shares of being issued by the Company’s capital stockCorporation, the Company Corporation shall not be required under this Section 3.2 to include any of the Holders’ securities Holder's Registrable Securities in such underwriting unless they accept such Holder accepts the terms of the underwriting as agreed upon between the Company Corporation and the underwriters selected by it (or by other persons entitled to select the underwriters) and enter into an underwriting agreement in customary form with an underwriter or underwriters selected by the Companyit, and then only in such quantity as will not, in the underwriters determine in their sole discretion will not reasonable opinion of the underwriters, jeopardize the success of the offering by the CompanyCorporation. If the total amount of securities, including Registrable Securities, requested by holders securities that all Holders request to be included in such an underwritten offering under Section 3 exceeds the amount of securities sold other than by the Company that the underwriters determine in their sole discretion is reasonably believe compatible with the success of the offering, then no other securities of any shareholder except Registrable Securities of Holders shall be included in such offering unless all Registrable Securities which the Company Holders have requested to be included are included, and the Corporation shall only be required to include in the offering only that number so many of such securities, including the Registrable Securities, that Securities of the Holders as the underwriters determine in their sole discretion reasonably believe will not jeopardize the success of the offering (the securities Registrable Securities so included to be apportioned on a pro rata basis first among the selling Holders of Senior Registrable Securities based on the number of Senior Registrable Securities held by such Holder, and then, if any additional shares may be included in the underwriting, pro rata among the selling Holders according to the total amount of remaining Junior Registrable Securities owned by each such selling Holder) unless Holders, or in such offering is the Initial Offering in which case the other proportions as shall mutually be agreed to by such selling Holders may be excluded if the underwriters make the determination described aboveHolders).

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 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 it (or by other persons entitled to select the underwriters) and enter into an underwriting agreement in customary form with an underwriter or underwriters selected by the Company), and then only in such quantity as the underwriters determine in their sole discretion will not jeopardize the success of the offering by the Company. If the total amount of securities, including Registrable Securities, requested by holders that all selling Holders of Registrable Securities and Securities with Piggyback Registration Rights request 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 (the securities so included to be apportioned on a pro rata basis first among the selling Holders and other holders of Senior Registrable Securities based on the number of Senior Registrable Securities held by such Holder, and then, if any additional shares may be included in the underwriting, pro rata among the Holders with Piggyback Rights according to the total amount of remaining Junior Registrable Securities and Securities with Piggyback Rights owned by each selling Holder or in such other proportions as shall mutually be agreed to by such selling Holderstockholders) unless such offering is but in no event shall the Initial Offering in which case amount of securities of the selling Holders may included in the offering be excluded if reduced below twenty percent (20%) of the underwriters make the determination described abovetotal amount of securities included in such offering.

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 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 it (or by other persons entitled to select the underwriters) and enter into an underwriting agreement in customary form with an underwriter or underwriters selected by the Company), and then only in such quantity as the underwriters determine in their sole discretion will not not, jeopardize the success of the offering by the Company. If the total amount of securities, including Registrable Securities, requested by holders 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 (the offering. The securities so included to shall be apportioned on a (a) first to the holders of the Series C Registrable Securities selling Series C Registrable Securities pro rata basis first among the selling Holders of Senior Registrable Securities based on the number of Senior Registrable Securities held by such Holder, and then, if any additional shares may be included in the underwriting, pro rata among the Holders according to the total amount of remaining Junior Series C Registrable Securities entitled to be included therein owned by each such selling Holderholder; (b) unless second to the holders selling Series A and B Registrable Securities pro rata according to the total amount of Series A and B Registrable Securities entitled to be included therein owned by each such offering is selling holder and (c) third, to the Initial Offering in which case the selling Holders may be excluded if extent determined by the underwriters make to be compatible with the determination described aboveoffering, to other stockholders.

Underwriting Requirements. (i) In connection with any offering initiated by the Company involving an underwriting of shares of being issued by the Company’s capital stock, the Company shall not be required under this Section 3.2 11(c) to include any of the Holders’ securities holders' Registrable Stock in such underwriting unless they accept the terms of the underwriting as agreed upon between the Company and the underwriters selected by it (or by other persons entitled to select the underwriters) and enter into an underwriting agreement in customary form with an underwriter or underwriters selected by the Companyit, and then only in such quantity as will not, in the underwriters determine in their sole discretion will not written opinion of the underwriters, jeopardize the success of the offering by the Company. If the total amount of securities, including Registrable Securities, requested by securities that all holders request 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 only be required to include in the offering only that number so many of such securities, including Registrable Securities, that the securities of the selling holders as the underwriters determine in their sole discretion believe will not jeopardize the success of the offering (the securities offering, shall so included to be apportioned on a pro rata basis first among the advise all selling Holders holders of Senior Registrable Securities based on Stock and the number of Senior Registrable Securities held by such Holder, and then, if any additional shares may of securities that are entitled to be included in the offering and underwriting shall be allocated first, to the Company for securities being sold for its own account, second, among all selling holders of Registrable Stock and other securities of the Company held by such holders and, third, among all other selling stockholders, in each case in proportion, as nearly as practicable, to the respective total amounts of securities owned by said selling holders of Registrable Stock and other selling stockholders. If any selling holder of Registrable Stock or any other selling stockholder disapproves of the terms of any such underwriting, pro rata among the Holders according he, she or it may elect to withdraw therefrom by written notice to the total amount of remaining Junior Registrable Securities owned by each such selling Holder) unless such offering is Company and the Initial Offering in which case the selling Holders may be excluded if the underwriters make the determination described aboveunderwriter.

Underwriting Requirements. In connection with any offering involving an underwriting of shares of the Company’s capital stockstock being issued by the Company, the Company shall not be required under this Section 3.2 1.3 to include any of the Holders’ securities in such underwriting unless they accept the terms of the underwriting as agreed upon between the Company and the underwriters selected by it (or by other persons entitled to select the underwriters) and enter into an underwriting agreement in customary form with an underwriter or underwriters selected by the Companyit, 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 holders 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 (the securities so included to be apportioned on a pro rata basis first among the selling Holders of Senior Registrable Securities based on the number of Senior Registrable Securities held by such Holder, and then, if any additional shares may be included in the underwriting, pro rata among the Holders and other selling stockholders according to the total amount of remaining Junior Registrable Securities securities entitled to be included therein owned by each Holder and selling stockholder or in such other proportions as shall mutually be agreed to by such Holders and selling Holderstockholders) unless such offering is but in no event, except in connection with the Initial Offering in which case Company’s initial public offering, shall (i) the amount of securities of the selling Holders may included in the Offering be reduced below 20% of the total amount of securities included in such offering and (ii) any shares being sold by a Holder or selling stockholder exercising a demand registration right similar to that granted in Section 1.2 be excluded if the underwriters make the determination described abovefrom such offering.

Underwriting Requirements. (a) In connection with any offering under Section 3 involving an underwriting of shares of being issued by the Company’s capital stockCorporation, the Company Corporation shall not be required under this Section 3.2 to include any of the Holders’ securities Holder’s Registrable Securities in such underwriting unless they accept such Holder accepts the terms of the underwriting as agreed upon between the Company Corporation and the underwriters selected by it (or by other persons entitled to select the underwriters) and enter into an underwriting agreement in customary form with an underwriter or underwriters selected by the Companyit, and then only in such quantity as will not, in the underwriters determine in their sole discretion will not reasonable opinion of the underwriters, jeopardize the success of the offering by the CompanyCorporation. If the total amount of securities, including Registrable Securities, requested by holders securities that all Holders request to be included in such an underwritten offering under Section 3 exceeds the amount of securities sold other than by the Company that the underwriters determine in their sole discretion is reasonably believe compatible with the success of the offering, then no securities of any shareholder except Registrable Securities of Holders shall be included in such offering unless all Registrable Securities which the Company Holders have requested to be included are included, and the Corporation shall only be required to include in the offering only that number so many of such securities, including the Registrable Securities, that Securities of the Holders as the underwriters determine in their sole discretion reasonably believe will not jeopardize the success of the offering (the securities Registrable Securities so included to be apportioned on a pro rata basis first among the selling Holders of Senior Registrable Securities based on the number of Senior Registrable Securities held by such Holder, and then, if any additional shares may be included in the underwriting, pro rata among the selling Holders according to the total amount of remaining Junior Registrable Securities owned by each such selling HolderHolders, or in such other proportions as shall mutually be agreed to by such selling Holders) unless ; provided, however, in no event may less than 20% of the total number of shares of Common Stock to be included in such offering is the Initial Offering in which case the selling Holders may underwriting be excluded if the underwriters make the determination described abovemade available for Registrable Securities.

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 3.2 section 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 it (or by other persons entitled to select the underwriters) and enter into an underwriting agreement in customary form with an underwriter or underwriters selected by the Company), and then only in such quantity as the underwriters determine in their sole discretion will not jeopardize the success of the offering by the Company. If the total amount of securities, including Registrable Securities, requested by holders 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 company shall be required to include in the offering only that number of such securities, including Registrable Securitiessecurities, that which the underwriters determine in their sole discretion will not jeopardize the success of the offering (the securities so included to be apportioned on a pro rata basis first among the selling Holders of Senior Registrable Securities based on the number of Senior Registrable Securities held by such Holder, and then, if any additional shares may be included in the underwriting, pro rata among the Holders selling stockholders according to the total amount of remaining Junior Registrable Securities 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 Holderstockholders) unless but in no event shall (i) the amount of Registrable Securities of the Selling Holders included in the offering be reduced below twenty-five percent (25%) of the total amount of securities included in such offering, or (ii) notwithstanding (i) above, any shares being sold by a Selling Holder exercising a demand registration right under Section 6.2 be excluded from such offering is the Initial Offering except in which case the selling Holders may be excluded if the underwriters make the determination described aboveaccordance with Section 6.2.