Common use of Allocation of Registration Opportunities Clause in Contracts

Allocation of Registration Opportunities. In any circumstance in which all of the Registrable Securities and other shares of the Company with registration rights (the “Other Shares”) requested to be included in a registration contemplated by Section 2(a) cannot be so included as a result of limitations of the aggregate number of shares of Registrable Securities and Other Shares that may be so included, the number of shares of Registrable Securities and Other Shares that may be so included shall be allocated among the Holders and Other Shareholders requesting inclusion of shares pro rata on the basis of the number of shares of Registrable Securities and Other Shares held by such Holders and Other Shareholders; provided, however, that such allocation shall not operate to reduce the aggregate number of Registrable Securities and Other Shares to be included in such registration, if any Holder or Other Shareholder does not request inclusion of the maximum number of shares of Registrable Securities and Other Shares allocated to such Holder or Other Shareholder pursuant to the above-described procedure, then the remaining portion of such allocation shall be reallocated among those requesting Holders and Other Shareholders whose allocations did not satisfy their requests pro rata on the basis of the number of shares of Registrable Securities and Other Shares which would be held by such Holders and Other Shareholders, assuming conversion, and this procedure shall be repeated until all of the shares of Registrable Securities and Other Shares which may be included in the registration on behalf of the Holders and Other Shareholders have been so allocated.

Allocation of Registration Opportunities. In any circumstance in which all of the Registrable Securities and other shares of the Company with registration rights (the “Other Shares”) requested to be included in a registration contemplated by Section 2(a1.3(a) cannot be so included as a result of limitations of the aggregate number of shares of Registrable Securities and Other Shares that may be so included, the number of shares of Registrable Securities and Other Shares that may be so included shall be allocated allocated, subject to the registration rights applicable to the Other Shares which shall control in event of a conflict with provisions hereof, among the Holders and Other Shareholders requesting inclusion of shares pro rata on the basis of the number of shares of Registrable Securities and Other Shares held by such Holders and Other Shareholders; provided, however, that such allocation shall not operate to reduce the aggregate number of Registrable Securities and Other Shares to be included in such registration, if any Holder or Other Shareholder does not request inclusion of the maximum number of shares of Registrable Securities and Other Shares allocated to such Holder or Other Shareholder pursuant to the above-described procedure, then the remaining portion of such allocation shall be reallocated among those requesting Holders and Other Shareholders whose allocations did not satisfy their requests pro rata on the basis of the number of shares of Registrable Securities and Other Shares which would be held by such Holders and Other Shareholders, assuming conversion, and this procedure shall be repeated until all of the shares of Registrable Securities and Other Shares which may be included in the registration on behalf of the Holders and Other Shareholders have been so allocated.

Allocation of Registration Opportunities. In any circumstance in which all of the Registrable Securities and other shares of the Company with registration rights (the “"Other Shares”") requested to be included in a registration contemplated by Section 2(a) on behalf of the Holders or Other Stockholders cannot be so included as a result of limitations of the aggregate number of shares of Registrable Securities and Other Shares that may be so included, the number of shares of Registrable Securities and Other Shares that may be so included shall be allocated among the Holders and Other Shareholders Stockholders requesting inclusion of shares pro rata on the basis of the number of shares of Registrable Securities and Other Shares held by such Holders and Other ShareholdersStockholders; provided, however, that such allocation shall not operate to reduce the aggregate number of Registrable Securities and Other Shares to be included in such registration, if any Holder or Other Shareholder Stockholder does not request inclusion of the maximum number of shares of Registrable Securities and Other Shares allocated to such Holder or Other Shareholder him pursuant to the above-described procedure, then the remaining portion of such his allocation shall be reallocated among those requesting Holders and Other Shareholders Stockholders whose allocations did not satisfy their requests pro rata on the basis of the number of shares of Registrable Securities and Other Shares which would be held by such Holders and Other ShareholdersStockholders, assuming conversion, and this procedure shall be repeated until all of the shares of Registrable Securities and Other Shares which may be included in the registration on behalf of the Holders and Other Shareholders Stockholders have been so allocated.

Allocation of Registration Opportunities. In any circumstance in which all of the Registrable Securities Stock and other shares of the Company ACI Common Stock (including shares of common stock issued or issuable upon conversion of shares of any currently unissued series of preferred stock of ACI) with registration rights (the “"Other Shares”") requested to be included in a registration contemplated by Section 2(aon behalf ------------ of the Holder or other selling stockholders ("Other Stockholders") cannot be so ------------------- included as a result of limitations of the aggregate number of shares of Registrable Securities Stock and Other Shares that may be so included, the number of shares of Registrable Securities Stock and Other Shares that may be so included shall be allocated among the Holders Holder and Other Shareholders Stockholders requesting inclusion of shares pro rata on the basis of the number of shares of Registrable Securities Stock and Other Shares that would be held by such Holders the Holder and Other ShareholdersStockholders, assuming conversion; provided, however, however that such allocation shall not operate to reduce the aggregate number of shares of Registrable Securities Stock and Other Shares to be included in such registration, if any . If the Holder or any Other Shareholder Stockholder does not request inclusion of the maximum number of shares of Registrable Securities Stock and Other Shares allocated to such Holder or Other Shareholder Person pursuant to the above-described procedure, then the remaining portion of any such Person's allocation shall be reallocated among those requesting Holders Holder and Other Shareholders Stockholders whose allocations did not satisfy their requests pro rata on the basis of the number of shares of Registrable Securities Stock and Other Shares which would be held by such Holders the Holder and Other ShareholdersStockholders, assuming conversion, and this procedure shall be repeated until all of the shares of Registrable Securities Stock and Other Shares which may be included in the registration on behalf of the Holders Holder and Other Shareholders Stockholders have been so allocated.

Allocation of Registration Opportunities. In any circumstance in which all of the Registrable Securities and other shares Common Stock of the Company with registration rights (the “"Other Shares”") requested to be included in a registration contemplated by Section 2(a) on behalf of the holders of Registrable Securities or other selling stockholders cannot be so included as a result of limitations of the aggregate number of shares of Registrable Securities and Other Shares that may be so included, the number of shares of Registrable Securities and Other Shares that may be so included shall be allocated among the Holders holders of Registrable Securities and Other Shareholders other selling stockholders requesting inclusion of shares pro rata on the basis of the number of shares of Registrable Securities and Other Shares that would be held by such Holders holders and Other Shareholders; provided, however, that such allocation shall not operate to reduce the aggregate number other selling stockholders. If any holder of Registrable Securities and Other Shares to be included in such registration, if any Holder or Other Shareholder other selling stockholder does not request inclusion of the maximum number of shares of Registrable Securities and Other Shares allocated to such Holder or Other Shareholder him pursuant to the above-described this procedure, then the remaining portion of such his allocation shall be reallocated among those requesting Holders holders of Registrable Securities and Other Shareholders other selling stockholders whose allocations did not satisfy their requests pro rata on the basis of the number of shares of Registrable Securities and Other Shares which would be held by such Holders holders and Other Shareholders, assuming conversionother selling stockholders, and this procedure shall be repeated until all of the shares of Registrable Securities and Other Shares which may be included in the registration on behalf of the Holders holders of Registrable Securities and Other Shareholders other selling stockholders have been so allocated. The Company shall not limit the number of Registrable Securities to be included in a registration pursuant to this Agreement in order to include shares held by stockholders with no registration rights or to include in that registration shares of stock issued to employees, officers, directors, or consultants pursuant to the Company's stock option plan, or in order to include in such registration securities registered for the Company's own account.

Allocation of Registration Opportunities. In any circumstance in which all of the Registrable Securities and other shares of Common Stock of the Company (including shares of Common Stock issued or issuable upon conversion of shares of any currently unissued series of Preferred Stock of the Company) with registration rights (the “Other Shares”) requested to be included in a registration contemplated by Section 2(a) on behalf of the Holders or Other Shareholders cannot be so included as a result of limitations of the aggregate number of shares of Registrable Securities and Other Shares that may be so included, the number of shares of Registrable Securities and Other Shares that may be so included shall be allocated among the Holders and Other Shareholders requesting inclusion of shares pro rata on the basis of the number of shares of Registrable Securities and Other Shares that would be held by such Holders and Other Shareholders, assuming conversion; provided, however, that such allocation shall not operate to reduce the aggregate number of Registrable Securities and Other Shares to be included in such registration, if any Holder or Other Shareholder does not request inclusion of the maximum minimum number of shares of Registrable Securities and Other Shares allocated to such Holder or Other Shareholder him pursuant to the above-described procedure, then the remaining portion of such his allocation shall be reallocated among those requesting Holders and Other Shareholders whose allocations did not satisfy their requests pro rata on the basis of the number of shares of Registrable Securities and Other Shares which that would be held by such Holders and Other Shareholders, assuming conversion, and this procedure shall be repeated until all of the shares of Registrable Securities and Other Shares which may be included in the registration on behalf of the Holders and Other Shareholders have been so allocated. The Company shall not limit the number of Registrable Securities to be included in a registration pursuant to this Agreement in order to include shares held by shareholders with no registration rights or to include any other shares of stock issued to employees, officers, directors, or consultants pursuant to the Company’s employee stock option plan or other equity plans or arrangements, or with respect to registrations under Sections 1.2 or 1.5 hereof, in order to include in such registration securities registered for the Company’s own account.

Allocation of Registration Opportunities. In any circumstance in which all of the Registrable Securities and other shares of Common Stock of the Company (including shares of Common Stock issued or issuable upon conversion of shares of any currently unissued series of Preferred Stock of the Company) with registration rights (the “"Other Shares”") requested to be included in a registration contemplated by Section 2(a) on behalf of the Holders or other selling stockholders cannot be so included as a result of limitations of the aggregate number of shares of Registrable Securities and Other Shares that may be so included, the number of shares of Registrable Securities and Other Shares that may be so included shall be allocated among the Holders and Other Shareholders other selling stockholders requesting inclusion of shares pro rata on the basis of the number of shares of Registrable Securities and Other Shares that would be held by such Holders and Other Shareholdersother selling stockholders, assuming conversion; provided, however, that such allocation shall not operate to reduce the aggregate number of Registrable Securities and Other Shares to be included in such registration, if any Holder or Other Shareholder other selling stockholder does not request inclusion of the maximum number of shares of Registrable Securities and Other Shares allocated to such Holder or Other Shareholder him pursuant to the above-described procedure, then in which case the remaining portion of such his allocation shall be reallocated among those requesting Holders and Other Shareholders other selling stockholders whose allocations did not satisfy their requests pro rata on the basis of the number of shares of Registrable Securities and Other Shares which would be held by such Holders and Other Shareholdersother selling stockholders, assuming conversion, and this procedure shall be repeated until all of the shares of Registrable Securities and Other Shares which may be included in the registration on behalf of the Holders and Other Shareholders other selling stockholders have been so allocated. The Company shall not limit the number of Registrable Securities to be included in a registration pursuant to this Agreement in order to include shares held by stockholders with no registration rights or to include shares of stock issued to employees, officers, directors, or consultants pursuant to the Company's stock option or similar compensation plan, or in the case of registrations under Sections 1.3 or 1.6 hereof, in order to include in such registration securities registered for the Company's own account.

Allocation of Registration Opportunities. In any circumstance in which all of the Registrable Securities and other shares of Common Stock (including shares of Common Stock issued or issuable upon conversion of shares of any currently unissued series of Preferred Stock of the Company Company) with registration rights (the “Other Shares”"OTHER SHARES") requested to be included in a registration contemplated by Section 2(a) on behalf of the Holders or other selling shareholders cannot be so included as a result of limitations of on the aggregate number of shares of Registrable Securities and Other Shares that may be so included, the number of shares of Registrable Securities and Other Shares that may be so included shall be allocated among the Holders and Other Shareholders other selling shareholders requesting inclusion of shares first to the Holders pro rata on the basis of the number of shares of Registrable Securities held by such Holders (assuming conversion) and then, if any availability remains, to the other selling shareholders pro rata on the basis of the number of Other Shares held by such Holders and Other Shareholdersother selling shareholders (assuming conversion); provided, however, that such allocation shall not operate to reduce the aggregate number of Registrable Securities and Other Shares to be included in such registration, if . If any Holder or Other Shareholder other selling shareholder does not request inclusion of the maximum number of shares of Registrable Securities and Other Shares allocated to such Holder or Other Shareholder shareholder pursuant to the above-described procedure, then the remaining portion of the allocation of such allocation Holder or shareholder shall be reallocated among those requesting Holders and Other Shareholders other selling shareholders whose allocations did not satisfy their requests in the priority identified above pro rata on the basis of the number of shares of Registrable Securities and Other Shares which would be Shares, as applicable, that are held by such Holders and Other Shareholdersother selling shareholders, as applicable, in each case assuming conversion, and this procedure shall be repeated until all of the shares of Registrable Securities and Other Shares which may be included in the registration on behalf of the Holders and Other Shareholders other selling shareholders shall have been so allocated. The Company shall not limit the number of Registrable Securities to be included in a registration pursuant to this Agreement in order to include shares held by shareholders with no registration rights or to include any shares of stock issued to employees, officers, directors or consultants pursuant to the Company's stock option plan or any other employee benefit plan (or, with respect to registrations under Sections 3.1 or 3.4 hereof, in order to include in such registration securities registered for the Company's own account).

Allocation of Registration Opportunities. In any circumstance in which all of the Registrable Securities and other shares of the Company with registration rights (the “Other Shares”) requested to be included in a registration contemplated by Section 2(a) on behalf of the Holders cannot be so included as a result of limitations of the aggregate number of shares of Registrable Securities and Other Shares that which may be so included, the number of shares of Registrable Securities and Other Shares that may to be so included shall be allocated among the Holders and Other Shareholders requesting inclusion of shares pro rata on the basis of the number of shares of Registrable Securities and Other Shares that would be held by such Holders and Other ShareholdersHolders, assuming conversion; provided, however, that, so that such allocation shall not operate to reduce the aggregate number of Registrable Securities and Other Shares to be included in such registration, if any Holder or Other Shareholder does not request inclusion of the maximum number of shares of Registrable Securities and Other Shares allocated to such Holder or Other Shareholder him pursuant to the above-described procedure, then the remaining portion of such his allocation shall be reallocated among those requesting Holders and Other Shareholders whose allocations did not satisfy their requests pro rata on the basis of the number of shares of Registrable Securities and Other Shares which that would be held by such Holders and Other Shareholders, assuming conversion, and this procedure shall be repeated until all of the shares of Registrable Securities and Other Shares which that may be included in the registration on behalf of the Holders and Other Shareholders have been so allocated. The Company shall not limit the number of Registrable Securities to be included in a registration pursuant to this Agreement in order to include shares held by shareholders with no registration rights or to include any other shares of stock issued to employees, officers, directors or consultants pursuant to the Company's employee stock option plan or plans, or, with respect to registrations under Section 1.2 hereof, in order to include in such registration securities registered for the Company's own account.

Allocation of Registration Opportunities. In any circumstance in which all of the Registrable Securities and other shares of Common Stock of the Company (including shares of Common Stock issued or issuable upon conversion of shares of any currently unissued series of Preferred Stock of the Company) with registration rights (the “"Other Shares”") requested to be included in a registration contemplated by Section 2(a) on behalf of the Holders or other selling shareholders cannot be so included as a result of limitations of the aggregate number of shares of Registrable Securities and Other Shares that may be so included, the number of shares of Registrable Securities and Other Shares that may be so included shall be allocated among the Holders and Other Shareholders other selling shareholders requesting inclusion of shares pro rata on the basis of the number of shares of Registrable Securities and Other Shares that would be held by such Holders and Other Shareholdersother selling shareholders, assuming conversion; provided, however, that such allocation in no event shall not operate to reduce the aggregate number amount of Registrable Securities and Other Shares to included in such registration be reduced below twenty percent (20%) of the total amount of securities included in such registration, unless such registration is the initial public offering of the Company's securities, in which case the Registrable Securities and Other Shares may be excluded if the underwriters make the determination described in subsection 1.3(b) above and no other shareholders' securities are included. If any Holder or Other Shareholder other selling shareholder does not request inclusion of the maximum number of shares of Registrable Securities and Other Shares allocated to such Holder or Other Shareholder it pursuant to the above-described procedure, then the remaining portion of such its allocation shall be reallocated among those requesting Holders and Other Shareholders other selling shareholders whose allocations did not satisfy their requests pro rata on the basis of the number of shares of Registrable Securities and Other Shares which would be held by such Holders and Other Shareholdersother selling shareholders, assuming conversion, and this procedure shall be repeated until all of the shares of Registrable Securities and Other Shares which may be included in the registration on behalf of the Holders and Other Shareholders other selling shareholders have been so allocated. The Company shall not limit the number of Registrable Securities to be included in a registration pursuant to this Agreement in order to include shares held by shareholders with no registration rights or to include stock issued to founders of the Company or any other shares of stock issued to employees, officers, directors, or consultants pursuant to the Company's Equity Incentive Plan, or with respect to registration under Section 1.5 hereof, in order to include in such registration securities registered for the Company's own account.

Allocation of Registration Opportunities. In Subject to the rights of the Prior Holders contained in the Prior Registration Rights Agreements, notwithstanding any other provision of this Section 1.9, in any circumstance in which all of the Registrable Securities and other shares of the Company with registration rights (the “"Other Shares”") requested to be included in a registration contemplated by Section 2(a) on behalf of the Holders or Other Stockholders cannot be so included as a result of limitations of the aggregate number of shares of Registrable Securities and Other Shares that may be so included, the number of shares of Registrable Securities and Other Shares that may be so included shall be allocated among the Prior Holders, the Holders and the Other Shareholders Stockholders requesting inclusion of shares shares, first to the Prior Holders and then to the Holders and the Other Stockholders pro rata on the basis of the number of shares of Registrable Securities and Other Shares held by such Holders and Other ShareholdersStockholders; provided, however, that such allocation shall not operate to reduce the aggregate number of Registrable Securities and Other Shares to be included in such registrationthat, if any Holder or Other Shareholder Stockholder does not request inclusion of the maximum number of shares of Registrable Securities and Other Shares allocated to such Holder or Other Shareholder him pursuant to the above-described procedure, then the remaining portion of such his allocation shall be reallocated among those requesting Holders and Other Shareholders Stockholders whose allocations did not satisfy their requests pro rata on the basis of the number of shares of Registrable Securities and Other Shares which would be held by such Holders and Other ShareholdersStockholders, assuming conversion, and this procedure shall be repeated until all of the shares of Registrable Securities and Other Shares which may be included in the registration on behalf of the Holders and Other Shareholders Stockholders have been so allocated.

Allocation of Registration Opportunities. In any circumstance in which all of the Registrable Securities and other shares of the Company PURCHASER with registration rights (the “"Other Shares”") requested to be included in a registration contemplated by Section 2(a) on behalf of the Holders or Other Stockholders cannot be so included as a result of limitations of the aggregate number of shares of Registrable Securities and Other Shares that may be so included, the number of shares of Registrable Securities and Other Shares that may be so included shall be allocated among the Holders and Other Shareholders Stockholders requesting inclusion of shares pro rata on the basis of the number of shares of Registrable Securities and Other Shares held by such Holders and Other ShareholdersStockholders; provided, however, that such allocation shall not operate to reduce the aggregate number of Registrable Securities and Other Shares to be included in such registration, if any Holder or Other Shareholder Stockholder does not request inclusion of the maximum number of shares of Registrable Securities and Other Shares allocated to such Holder or Other Shareholder him pursuant to the above-described procedure, then the remaining portion of such his allocation shall be reallocated among those requesting Holders and Other Shareholders Stockholders whose allocations did not satisfy their requests pro rata on the basis of the number of shares of Registrable Securities and Other Shares which would be held by such Holders and Other ShareholdersStockholders, assuming conversion, and this procedure shall be repeated until all of the shares of Registrable Securities and Other Shares which may be included in the registration on behalf of the Holders and Other Shareholders Stockholders have been so allocated.

Allocation of Registration Opportunities. In any circumstance in which all of the Registrable Securities and other shares of Common Stock of the Company (including shares of Common Stock issued or issuable upon conversion of shares of any currently unissued series of Preferred Stock of the Company) with registration rights (the “"Other Shares”") requested to be included in a registration contemplated by Section 2(a) on behalf of the Holders or other selling stockholders cannot be so included as a result of limitations of the aggregate number of shares of Registrable Securities and Other Shares that may be so included, the number of shares of Registrable Securities and Other Shares that may be so included shall be allocated among the Holders and Other Shareholders other selling stockholders requesting inclusion of shares pro rata on the basis of the number of shares of Registrable Securities and Other Shares that would be held by such Holders and Other Shareholdersother selling stockholders, assuming conversion; provided, however, that such allocation shall not operate to reduce the aggregate number of Registrable Securities and Other Shares to be included in such registration, if any Holder or Other Shareholder other selling stockholder does not request inclusion of the maximum minimum number of shares of Registrable Securities and Other Shares allocated to such Holder him, her or Other Shareholder it pursuant to the above-described procedure, then the remaining portion of such his, her or its allocation shall be reallocated among those requesting Holders and Other Shareholders other selling stockholders whose allocations did not satisfy their requests pro rata on the basis of the number of shares of Registrable Securities and Other Shares which that would be held by such Holders and Other Shareholdersother selling stockholders, assuming conversion, and this procedure shall be repeated until all of the shares of Registrable Securities and Other Shares which may be included in the registration on behalf of the Holders and Other Shareholders other selling stockholders have been so allocated.

Allocation of Registration Opportunities. In any circumstance in which all of the Registrable Securities and other shares of Common Stock of the Company (including shares of Common Stock issued or issuable upon conversion of shares of any currently unissued series of Preferred Stock of the Company) with registration rights (the “Other Shares”) requested to be included in a registration contemplated by Section 2(a) on behalf of the Holders or other selling stockholders cannot be so included as a result of limitations of the aggregate number of shares of Registrable Securities and Other Shares that may be so included, the number of shares of Registrable Securities and Other Shares that may be so included shall be allocated first to the Holders, and then among the Holders and Other Shareholders other selling stockholders requesting inclusion of shares shares, in each case pro rata on the basis of the number of shares of Registrable Securities and Other Shares that would be held by such Holders and Other Shareholdersother selling stockholders, assuming conversion; provided, however, that such allocation shall not operate to reduce the aggregate number of Registrable Securities and Other Shares to be included in such registration, if any Holder or Other Shareholder other selling stockholder does not request inclusion of the maximum number of shares of Registrable Securities and Other Shares allocated to such Holder or Other Shareholder him pursuant to the above-described procedure, then and the remaining portion of such his allocation shall be reallocated among those requesting Holders and Other Shareholders other selling stockholders whose allocations did not satisfy their requests pro rata on the basis of the number of shares of Registrable Securities and Other Shares which would be held by such Holders and Other Shareholdersother selling stockholders, assuming conversion, and this procedure shall be repeated until all of the shares of Registrable Securities and Other Shares which may be included in the registration on behalf of the Holders and Other Shareholders other selling stockholders have been so allocated. The Company shall not limit the number of Registrable Securities to be included in a registration pursuant to this Agreement in order to include shares held by stockholders with no registration rights or any other shares of stock issued to employees or consultants pursuant to a Company Stock Option Plan, in order to include in such registration securities registered for the Company’s own account.

Allocation of Registration Opportunities. In any circumstance in which all of the Registrable Securities and other shares of the Company with registration rights (the “"Other Shares”") requested to be included in a registration contemplated by Section 2(a) cannot be so included as a result of limitations of the aggregate number of shares of Registrable Securities and Other Shares that may be so included, the number of shares of Registrable Securities and Other Shares that may be so included shall be allocated among the Holders and Other Shareholders requesting inclusion of shares pro rata on the basis of the number of shares of Registrable Securities and Other Shares held by such Holders and Other Shareholders; provided, however, that such allocation shall not operate to reduce the aggregate number of Registrable Securities and Other Shares to be included in such registration, if any Holder or Other Shareholder does not request inclusion of the maximum number of shares of Registrable Securities and Other Shares allocated to such Holder or Other Shareholder pursuant to the above-described procedure, then the remaining portion of such allocation shall be reallocated among those requesting Holders and Other Shareholders whose allocations did not satisfy their requests pro rata on the basis of the number of shares of Registrable Securities and Other Shares which would be held by such Holders and Other Shareholders, assuming conversion, and this procedure shall be repeated until all of the shares of Registrable Securities and Other Shares which may be included in the registration on behalf of the Holders and Other Shareholders have been so allocated.

Allocation of Registration Opportunities. In any circumstance in which all of the Registrable Securities and other shares of Common Stock of the Company (including shares of Common Stock issued or issuable upon conversion of shares of any currently unissued series of Preferred Stock of the Company) with registration rights (the “"Other Shares”") requested to be included in a registration contemplated by Section 2(a) on behalf of the Holders or other selling shareholders cannot be so included as a result of limitations of the aggregate number of shares of Registrable Securities and Other Shares that which may be so included, the number of shares of Registrable Securities and Other Shares that which may be so included shall be allocated among first to the Holders and Other Shareholders requesting inclusion of shares pro rata based on the basis of the number of shares of Registrable Securities held by each, and second to holders of Other Shares (including Holders) pro rata based on the number of shares of Other Shares held by such Holders and Other Shareholderseach (on an as converted basis); provided, however, that such allocation shall not operate to reduce the aggregate number of Registrable Securities and Other Shares to be included in such registrationthat, if any Holder or Other Shareholder does not request inclusion of the maximum number of shares of Registrable Securities and Other Shares allocated to such Holder or Other Shareholder him pursuant to the above-described procedure, then the remaining portion of such his allocation shall be reallocated first among those requesting Holders and Other Shareholders whose allocations did not satisfy with respect to their requests pro rata on the basis of the number of shares of Registrable Securities and second among holders of Other Shares which would be held by such Holders and Other Shareholders, assuming conversion, (including Holders) and this procedure shall be repeated until all of the shares of Registrable Securities and Other Shares which that may be included in the registration on behalf of the Holders and Other Shareholders other selling shareholders have been so allocated. The Company shall not limit the number of Registrable Securities to be included in a registration pursuant to this Agreement (i) in order to include shares held by shareholders with no registration rights or to include stock issued prior to the date of this Agreement, other than to the Holders, or any other shares of stock issued to employees, officers, directors or consultants pursuant to the Company's equity incentive plans, or (ii) with respect to registrations under Sections 1.2 and 1.5 hereof, in order to include in such registration securities registered for the Company's own account.

Allocation of Registration Opportunities. In any circumstance in which all of the Registrable Securities and other shares of the Company Common Stock of Timberline Resources with registration rights (the “"Other Shares”") requested to be included in a registration contemplated by Section 2(a) on behalf of the Holders or other selling stockholders cannot be so included as a result of limitations of the aggregate number of shares of Registrable Securities and Other Shares that may be so included, the number of shares of Registrable Securities and Other Shares that may be so included shall be REGISTRATION RIGHTS AGREEMENT - 9 allocated among the Holders and Other Shareholders other selling stockholders requesting inclusion of shares pro rata on the basis of the number of shares of Registrable Securities and Other Shares that would be held by such Holders and Other Shareholdersother selling stockholders, assuming conversion; provided, however, that such allocation shall not operate to reduce the aggregate number of Registrable Securities and Other Shares to be included in such registration, if any Holder or Other Shareholder other selling stockholder does not request inclusion of the maximum number of shares of Registrable Securities and Other Shares allocated to such Holder or Other Shareholder him pursuant to the above-described procedure, then in which case the remaining portion of such his allocation shall be reallocated among those requesting Holders and Other Shareholders other selling stockholders whose allocations did not satisfy their requests pro rata on the basis of the number of shares of Registrable Securities and Other Shares which would be held by such Holders and Other Shareholdersother selling stockholders, assuming conversion, and this procedure shall be repeated until all of the shares of Registrable Securities and Other Shares which may be included in the registration on behalf of the Holders and Other Shareholders other selling stockholders have been so allocated. Timberline Resources shall not limit the number of Registrable Securities to be included in a registration pursuant to this Agreement in order (a) to include shares held by stockholders with no registration rights, (b) to include shares of stock issued to employees, officers, directors, or consultants of Timberline Resources, or (c) in the case of registrations under Section 4 hereof, to include in such registration securities registered for Timberline Resources's own account; provided further that in the case of a registration under Section 2, the number of shares of Registrable Securities to be included in such registration pursuant to this Agreement shall not be limited without concurrent limitation of the number of Other Shares with similar registration rights to be included in such registration and instead the number of shares and Other Shares to be included in such registration shall be determined based upon the allocation provisions set forth above in this Section 13.

Allocation of Registration Opportunities. In any circumstance in which all of the Registrable Securities and other outstanding shares of Common Stock of the Company with registration rights (the “"Other Shares”") requested and entitled to be included in a demand registration contemplated by Section 2(a) cannot be so included as a result of limitations of on the aggregate number of shares of Registrable Securities and Other Shares that may be so included, or in case of an Underwriters' Cutback, the number of shares of Registrable Securities and Other Shares that may be so included shall be allocated among the Holders holders of Registrable Securities and Other Shareholders requesting inclusion of shares pro rata other selling stockholders PRO RATA on the basis of the number of shares of Registrable Securities and Other Shares held by such Holders holders and Other Shareholders; provided, however, that such allocation shall not operate to reduce the aggregate number other selling stockholders. If any holder of Registrable Securities and Other Shares to be included in such registration, if any Holder or Other Shareholder other selling stockholder does not request inclusion of the maximum number of shares of Registrable Securities and Other Shares allocated to such Holder or Other Shareholder him pursuant to the above-described this procedure, then the remaining portion of such his allocation shall be reallocated among those requesting Holders holders of Registrable Securities and Other Shareholders other selling stockholders whose allocations did not satisfy their requests pro rata PRO RATA on the basis of the number of shares of Registrable Securities and Other Shares which would be held by such Holders holders and Other Shareholders, assuming conversionother selling stockholders, and this procedure shall be repeated until all of the shares of Registrable Securities and Other Shares which may be included in the registration on behalf of the Holders holders of Registrable Securities and Other Shareholders other selling stockholders have been so allocated. Provided, however, the Company shall not limit the number of Registrable Securities to be included in a registration pursuant to this Agreement in order to include shares held by stockholders with no registration rights or to include in that registration shares of stock issued to employees, officers, directors, or consultants pursuant to any Company stock option plan, and in such case all Registrable Securities covered by the registration shall be sold before any such other securities are sold.

Allocation of Registration Opportunities. In any circumstance in which all of the Registrable Securities and other shares of the Company with registration rights (the “Other Shares”) requested to be included in a registration contemplated by Section 2(a) on behalf of the Holders cannot be so included as a result of limitations of the aggregate number of shares of Registrable Securities and Other Shares that may be so included, the number of shares of Registrable Securities and Other Shares that may be so included shall be allocated among the Holders and Other Shareholders requesting inclusion of shares pro rata on the basis of the number of shares of Registrable Securities and Other Shares that would be held by such Holders and Other ShareholdersHolders, assuming conversion; provided, however, that such allocation shall not operate to reduce the aggregate number of Registrable Securities and Other Shares to be included in such registration, if . If any Holder or Other Shareholder does not request inclusion of the maximum number of shares of Registrable Securities and Other Shares allocated to such Holder or Other Shareholder him pursuant to the above-described procedure, then the remaining portion of such his allocation shall be reallocated among those requesting Holders and Other Shareholders whose allocations did not satisfy their requests pro rata on the basis of the number of shares of Registrable Securities and Other Shares which would be held by such Holders and Other ShareholdersHolders, assuming conversion, and this procedure shall be repeated until all of the shares of Registrable Securities and Other Shares which may be included in the registration on behalf of the Holders and Other Shareholders have been so allocated.

Allocation of Registration Opportunities. In any circumstance in which all of the Registrable Securities Stock and other shares of the Company ACI Common Stock (including shares of common stock issued or issuable upon conversion of shares of any currently unissued series of preferred stock of ACI) with registration rights (the “"Other Shares”") requested to be included in a registration contemplated by Section 2(aon behalf ------------ of the Holder or other selling stockholders ("Other Stockholders") cannot be so ------------------- included as a result of limitations of the aggregate number of shares of Registrable Securities Stock and Other Shares that may be so included, the number of shares of Registrable Securities Stock and Other Shares that may be so included shall be allocated among the Holders Holder and Other Shareholders Stockholders requesting inclusion of shares pro rata on the basis of the number of shares of Registrable Securities Stock and Other Shares that would be held by such Holders the Holder and Other ShareholdersStockholders, assuming conversion; provided, however, however that such allocation shall not operate to reduce the aggregate number of Registrable Securities Stock and Other Shares to be included in such registration, if any Holder or Other Shareholder Stockholder does not request inclusion of the maximum number of shares of Registrable Securities Stock and Other Shares allocated to such Holder or Other Shareholder him pursuant to the above-described procedure, then the remaining portion of such his allocation shall be reallocated among those requesting Holders Holder and Other Shareholders Stockholders whose allocations did not satisfy their requests pro rata on the basis of the number of shares of Registrable Securities Stock and Other Shares which would be held by such Holders the Holder and Other ShareholdersStockholders, assuming conversion, and this procedure shall be repeated until all of the shares of Registrable Securities Stock and Other Shares which may be included in the registration on behalf of the Holders Holder and Other Shareholders Stockholders have been so allocated.

Allocation of Registration Opportunities. In any circumstance in which all of the Registrable Securities Registerable Shares and other shares of Common Stock of the Company (including shares of Common Stock issued or issuable upon conversion of shares of any series of Preferred Stock of the Company) with registration rights (the “Other Shares”) requested to be included in a registration contemplated by effected pursuant to Section 2(a) 1.3 on behalf of the Holder’s or other selling stockholders cannot be so included as a result of limitations of the aggregate number of shares of Registrable Securities Registerable Shares and Other Shares that may be so included, the number of shares of Registrable Securities Registerable Shares and Other Shares that may be so included shall be allocated among the Holders and Other Shareholders other selling stockholders requesting inclusion of shares pro rata on the basis of the number of shares of Registrable Securities Registerable Shares and Other Shares other shares that would be held by such Holders and other selling stockholders, assuming conversion (“Other ShareholdersShares”); provided, however, however that such allocation shall not operate to reduce the aggregate number of Registrable Securities Registerable Shares and Other Shares to be included in such registration, if any Holder or Other Shareholder other selling stockholder does not request inclusion of the maximum number of shares of Registrable Securities Registerable Shares and Other Shares allocated to such Holder or Other Shareholder him pursuant to the above-described procedure, then in which case the remaining portion of such his allocation shall be reallocated among those requesting Holders and Other Shareholders other selling stockholders whose allocations did not satisfy their requests pro rata on the basis of the number of shares of Registrable Securities Registerable Shares and Other Shares which would be held by such Holders Holder’s and Other Shareholdersother selling stockholders, assuming conversion, and this procedure shall be repeated until all of the shares of Registrable Securities Registerable Shares and Other Shares which may be included in the registration on behalf of the Holders Holder’s and Other Shareholders other selling stockholder’s have been so allocated.. The Company shall not limit the number of Registerable Shares to be included in a registration pursuant to this Agreement in order to include shares held by stockholders with no registration rights or to include shares of stock issued to employees, officers, directors, or consultants pursuant to the Company’s stock option or similar compensation plan, or in the case of the registration under Section 1.2 hereof, in order to include in such registration securities registered for the Company’s own account,

Allocation of Registration Opportunities. In Except as otherwise provided in Section 1.3(b) hereof, in any circumstance in which all of the Registrable Securities and other shares of Common Stock of the Company (including shares of Common Stock issued or issuable upon conversion of shares of any currently unissued series of preferred stock of the Company) with registration rights (the “Other Shares”) requested to be included in a registration contemplated by Section 2(a) on behalf of the Holders or other selling stockholders cannot be so included as a result of limitations of the aggregate number of shares of Registrable Securities and Other Shares that may be so included, then the number of shares of Registrable Securities and Other Shares that may be so included in the offering shall be allocated among allocated, first, to the Holders and Other Shareholders requesting inclusion of shares pro rata on the basis of the number of shares of Registrable Securities and Other Shares held by such Holders and Other Shareholders; provided, however, that such allocation shall not operate to reduce pro rata based on the aggregate number of Registrable Securities and Other Shares held by all such Holders (including the Initiating Holders), and, second, to any other selling stockholders. In no event shall any Registrable Securities be included in excluded from such registration, if underwriting unless all other securities are first excluded. If any Holder or Other Shareholder other selling stockholder does not request inclusion of the maximum number of shares of Registrable Securities and Other Shares allocated to such Holder or Other Shareholder him pursuant to the above-described procedure, then the remaining portion of such his allocation shall be reallocated among those requesting Holders and Other Shareholders other selling stockholders whose allocations did not satisfy their requests pro rata on the basis of the number of shares of Registrable Securities and Other Shares which would be held by such Holders and Other Shareholdersother selling stockholders, assuming conversion, and this procedure shall be repeated until all of the shares of Registrable Securities and Other Shares which may be included in the registration on behalf of the Holders and Other Shareholders other selling stockholders have been so allocated.

Allocation of Registration Opportunities. In any circumstance in which all of the Registrable Securities and other shares of Common Stock of the Company (including shares of Common Stock issued or issuable upon conversion of shares of any currently unissued series of Preferred Stock of the Company) with registration rights (the “Other Shares”) requested to be included in a registration contemplated by Section 2(a) on behalf of the Holders or Other Shareholders cannot be so included as a result of limitations of the aggregate number of shares of Registrable Securities and Other Shares that may be so included, the number of shares of Registrable Securities and Other Shares that may be so included shall be allocated among the Holders and Other Shareholders requesting inclusion of shares pro rata on the basis of the number of shares of Registrable Securities and Other Shares that would be held by such Holders and Other Shareholders, assuming conversion; provided, however, that such allocation shall not operate to reduce the aggregate number of Registrable Securities and Other Shares to be included in such registration, if any Holder or Other Shareholder Subscriber does not request inclusion of the maximum minimum number of shares of Registrable Securities and Other Shares allocated to such Holder or Other Shareholder him pursuant to the above-described procedure, then the remaining portion of such his allocation shall be reallocated among those requesting Holders and Other Shareholders whose allocations did not satisfy their requests pro rata on the basis of the number of shares of Registrable Securities and Other Shares which that would be held by such Holders and Other Shareholders, assuming conversion, and this procedure shall be repeated until all of the shares of Registrable Securities and Other Shares which may be included in the registration on behalf of the Holders and Other Shareholders have been so allocated. The Company shall not limit the number of Registrable Securities to be included in a registration pursuant to this Agreement in order to include shares held by Subscribers with no registration rights or to include any other shares of stock issued to employees, officers, directors, or consultants pursuant to the Company’s employee stock option plan or other equity plans or arrangements, or with respect to registrations under Sections 1.2 or 1.5 hereof, in order to include in such registration securities registered for the Company’s own account.

Allocation of Registration Opportunities. In any circumstance ---------------------------------------- in which all of the Registrable Securities and other shares securities of the Company with registration rights (the “"Other Shares”") requested to be included in a registration contemplated by Section 2(a) on behalf of the Holders or other selling stockholders cannot be so included as a result of limitations of the aggregate number of shares of Registrable Securities and Other Shares that may be so included, the number of shares of Registrable Securities and Other Shares that may be so included shall be allocated among the Holders and Other Shareholders other selling stockholders requesting inclusion of shares pro rata on the basis of the number of shares of Registrable Securities and Other Shares that would be held by such Holders and Other Shareholdersother selling stockholders, assuming conversion; provided, however, that such allocation shall not operate to reduce the aggregate number of Registrable Securities and Other Shares to be included in such registration, if any Holder or Other Shareholder other selling stockholder does not request inclusion of the maximum number of shares of Registrable Securities and Other Shares allocated to such Holder or Other Shareholder him pursuant to the above-above- described procedure, then the remaining portion of such his allocation shall be reallocated among those requesting Holders and Other Shareholders other selling stockholders whose allocations did not satisfy their requests pro rata on the basis of the number of shares of Registrable Securities and Other Shares which would be held by such Holders and Other Shareholdersother selling stockholders, assuming conversion, and this procedure shall be repeated until all of the shares of Registrable Securities and Other Shares which may be included in the registration on behalf of the Holders and Other Shareholders other selling stockholders have been so allocated; and provided further, with respect to the registration provided in Section 1.3(a), the number of shares of Registrable Securities that may be so included shall be allocated: (a) First, among the Holders requesting inclusion of shares pro rata on the basis of the number of shares of Registrable Securities that would be held by such Holders, assuming conversion; and (b) Second, if all of the Holders requesting inclusion are able to include all of the shares requested to be included by such Holders in such offering, then, the remainder of the shares that may be so included shall be allocated among the other selling stockholders requesting inclusion of shares pro rata on the basis of the number of Other Shares that would be held by such other selling stockholders, assuming conversion. The Company shall not limit the number of Registrable Securities to be included in a registration pursuant to this Agreement in order to include shares held by stockholders with no registration rights.

Allocation of Registration Opportunities. In Subject to compliance with Sections 1.2(c) and 1.3(b), in any circumstance in which all of the Registrable Securities and other shares of the Company with registration rights (the “Other Shares”) requested to be included in a registration contemplated by Section 2(a) on behalf of the Holders cannot be so included as a result of limitations of the aggregate number of shares of Registrable Securities and Other Shares that may be so included, the number of shares of Registrable Securities and Other Shares that may be so included shall be allocated among the Holders and Other Shareholders requesting inclusion of shares pro rata on the basis of the number of shares of Registrable Securities and Other Shares that would be held by such Holders and Other ShareholdersHolders, assuming conversion; provided, however, that such allocation shall not operate to reduce the aggregate number of Registrable Securities and Other Shares to be included in such registration, if any Holder or Other Shareholder does not request inclusion of the maximum number of shares of Registrable Securities and Other Shares allocated to such Holder or Other Shareholder him pursuant to the above-described procedure, then in which case the remaining portion of such his allocation shall be reallocated among those requesting Holders and Other Shareholders whose allocations did not satisfy their requests pro rata on the basis of the number of shares of Registrable Securities and Other Shares which would be held by such Holders and Other ShareholdersHolders, assuming conversion, and this procedure shall be repeated until all of the shares of Registrable Securities and Other Shares which may be included in the registration on behalf of the Holders and Other Shareholders have been so allocated. The Company shall not limit the number of Registrable Securities to be included in a registration pursuant to this Agreement in order to include shares held by stockholders with no registration rights pursuant to this Agreement or to include shares of stock issued to founders of the Company or to employees, officers, directors, or consultants pursuant to the Company’s stock, option or other equity incentive plans, or in the case of registrations under Sections 1.2 or 1.5 hereof, in order to include in such registration securities registered for the Company’s own account, without the consent of Holders holding at least fifty-three percent (53%) of the Registrable Securities.

Allocation of Registration Opportunities. In any circumstance in ---------------------------------------- which all of the Registrable Securities and other shares of Common Stock of the Company (including shares of Common Stock issued or issuable upon conversion of shares of any currently unissued series of Preferred Stock of the Company) with registration rights (the “"Other Shares”") requested to be included in a registration contemplated by Section 2(a) on behalf of the Holders or other selling shareholders cannot be so included as a result of limitations of the aggregate number of shares of Registrable Securities and Other Shares that may be so included, the number of shares of Registrable Securities and Other Shares that may be so included shall be allocated first among the Holders and Other Shareholders then (in the event that all Holders can participate in the full amount of the Registrable Securities requested to be included) among other selling shareholders requesting inclusion of shares in each case pro rata on the basis of the number of shares of Registrable Securities and Other Shares Shares, as the case may be, that would be held by such Holders and Other Shareholders; other selling shareholders, as the case may be, assuming conversion, provided, however, that such allocation shall not operate to reduce the aggregate number of Registrable Securities and Other Shares Shares, as the case may be, to be included in such registration, if . If any Holder or Other Shareholder other selling shareholder does not request inclusion of the maximum number of shares of Registrable Securities and Other Shares allocated to such Holder or Other Shareholder him pursuant to the above-above described procedure, then the remaining portion of such his allocation shall be reallocated among those requesting Holders and Other Shareholders other selling shareholders whose allocations did not satisfy their requests pro rata on the basis of the number of shares of Registrable Securities and Other Shares which would be held by such Holders and Other Shareholdersother selling shareholders, assuming conversion, and this procedure shall be repeated until all of the shares of Registrable Securities and Other Shares which may be included in the registration on behalf of the Holders and Other Shareholders other selling shareholders have been so allocated. If, after all of the shares of Registrable Securities and Other Shares which may be included in the registration on behalf of the Holders and other selling shareholders have been so allocated, and additional shares may be included in such a registration, securities of the Company may be included in the registration to be sold for the account of the Company; provided, however, that the foregoing shall not in any way limit the right of the Company to sell shares for its own account in registrations initiated by the Company. Without limiting the foregoing provisions of this Section 1.14, the Company shall not limit the number of Registrable Securities to be included in a registration pursuant to this Agreement in order to include shares held by shareholders with no registration rights or to include shares owned by Xxxxx Xxxxx, Xxxxxxxx Xxxxxxx or any other shares of stock issued to employees, officers, directors, or consultants pursuant to the Company's 1988, 1992, and 1997 Stock Option Plans.

Allocation of Registration Opportunities. In any circumstance in which all of the Registrable Securities and other shares Common Stock of the Company (including shares of Common Stock issued or issuable upon conversion of shares of any currently unissued series of Preferred Stock of the Company) with registration rights (the “"Other Shares”") requested to be included in a registration contemplated by Section 2(a) on behalf of the Preferred Holders or other selling stockholders cannot be so included as a result of limitations of the aggregate number of shares of Registrable Securities and Other Shares that may be so included, the number of shares of Registrable Securities and Other Shares that may be so included shall be allocated among the Preferred Holders and Other Shareholders other selling stockholders requesting inclusion of shares pro rata on the basis of the number of shares of Registrable Securities and Other Shares that would be held by such Preferred Holders and Other Shareholders; providedother selling stockholders, however, that such allocation shall not operate to reduce the aggregate number of Registrable Securities and Other Shares to be included in such registration, if assuming conversion. If any Preferred Holder or Other Shareholder other selling stockholder does not request inclusion of the maximum number of shares of Registrable Securities and Other Shares allocated to such Holder or Other Shareholder him pursuant to the above-described this procedure, then the remaining portion of such his allocation shall be reallocated among those requesting Preferred Holders and Other Shareholders other selling stockholders whose allocations did not satisfy their requests pro rata on the basis of the number of shares of Registrable Securities and Other Shares which would be held by such Preferred Holders and Other Shareholdersother selling stockholders, assuming conversion, and this procedure shall be repeated until all of the shares of Registrable Securities and Other Shares which may be included in the registration on behalf of the Preferred Holders and Other Shareholders other selling stockholders have been so allocated. The Company shall not limit the number of Registrable Securities to be included in a registration pursuant to this Agreement in order to include shares held by stockholders with no registration rights or to include in that registration shares of stock issued to employees, officers, directors, or consultants pursuant to the Company's Stock Option Plan, or with respect to registrations under Section 2.5 hereof, in order to include in such registration securities registered for the Company's own account.

Allocation of Registration Opportunities. In any circumstance in which all ----------------------------------------- of the Registrable Securities and other shares securities of the Company with registration rights (the “"Other Shares”") ------------- requested to be included in a registration contemplated by Section 2(a) on behalf of the Holders or Other Stockholders cannot be so included as a result of limitations of the aggregate number of shares of Registrable Securities and Other Shares that may be so included, the number of shares of Registrable Securities and Other Shares that may be so included shall be allocated among the Holders and Other Shareholders Stockholders requesting inclusion of shares pro rata on the basis of the number of shares of Registrable Securities and Other Shares held by such Holders and Other Shareholdersparties requested to have registered in such offering; provided, however, that such allocation shall -------- ------- not operate to reduce the aggregate number of Registrable Securities and Other Shares to be included in such registration, registration if any Holder or Other Shareholder Stockholder does not request inclusion of the maximum number of shares of Registrable Securities and Other Shares allocated to such Holder or Other Shareholder him pursuant to the above-described procedure, then in which case the remaining portion of such his allocation shall be reallocated among those requesting Holders and Other Shareholders other selling stockholders whose allocations did not satisfy their requests pro rata on the basis of the number of shares of Registrable Securities and Other Shares for which would be held by such Holders and Other Shareholders, assuming conversionregistration had been requested, and this procedure shall be repeated until all of the shares of Registrable Securities and Other Shares which may be included in the registration on behalf of the Holders and Other Shareholders Stockholders have been so allocated.

Allocation of Registration Opportunities. In any circumstance in which all of the Registrable Securities and other shares of the Company with registration rights (the “Other Shares”) Shares requested to be included in a registration contemplated by Section 2(a) on behalf of the Holders or Other Stockholders cannot be so included as a result of limitations of the aggregate number of shares of Registrable Securities and Other Shares that may be so included, the number of shares of Registrable Securities and Other Shares that may be so included shall be allocated among the Holders and Other Shareholders Stockholders requesting inclusion of shares pro rata on the basis of the number of shares of Registrable Securities and Other Shares held by such Holders and Other ShareholdersStockholders; provided, however, that such allocation shall not operate to reduce the aggregate number of Registrable Securities and Other Shares to be included in such registration, if any Holder or Other Shareholder Stockholder does not request inclusion of the maximum number of shares of Registrable Securities and Other Shares allocated to such Holder or Other Shareholder him pursuant to the above-described procedure, then the remaining portion of such his allocation shall be reallocated among those requesting Holders and Other Shareholders Stockholders whose allocations did not satisfy their requests pro rata on the basis of the number of shares of Registrable Securities and Other Shares which would be held by such Holders and Other Shareholders, assuming conversionStockholders, and this procedure shall be repeated until all of the shares of Registrable Securities and Other Shares which may be included in the registration on behalf of the Holders and Other Shareholders Stockholders have been so allocated.

Allocation of Registration Opportunities. In any circumstance in which all of the Registrable Securities and other shares of Common Stock of the Company (including shares of Common Stock issued or issuable upon conversion of shares of any currently unissued series of Preferred Stock of the Company) with registration rights (the “Other Shares”) requested to be included in a registration contemplated by Section 2(a) on behalf of the Holders or other selling shareholders cannot be so included as a result of limitations of the aggregate number of shares of Registrable Securities and Other Shares that may be so included, the number of shares of Registrable Securities and Other Shares that may be so included shall be allocated among reduced first, amongst the Holders and Other Shareholders other selling shareholders requesting inclusion of shares (other than Holders) pro rata on the basis of the number of shares of Other Shares to be included in such registration, assuming conversion and, if after such Other Shares are excluded, reduction to the number of Registrable Securities and Other Shares held by to be offered is necessary, then pro rata amongst all Holders on the basis of the number of shares of Registrable Securities to be included in such Holders and Other Shareholdersregistration, assuming conversion; provided, however, so that such allocation shall not operate to reduce the aggregate number of Registrable Securities and Other Shares to be included in such registration, if any Holder or Other Shareholder other selling shareholder does not request inclusion of the maximum number of shares of Registrable Securities and Other Shares allocated to such Holder or Other Shareholder him pursuant to the above-described procedure, then the remaining portion of such his allocation shall be reallocated among those requesting Holders and Other Shareholders other selling shareholders whose allocations did not satisfy their requests pro rata on the basis of the number of shares of Registrable Securities and Other Shares which would be held by such Holders and Other Shareholders, assuming conversionrequests, and this procedure shall be repeated until all of the shares of Registrable Securities and Other Shares which may be included in the registration on behalf of the Holders and Other Shareholders other selling shareholders have been so allocated. The Company shall not limit the number of Registrable Securities or Other Shares to be included in a registration pursuant to this Agreement in order to include shares held by shareholders with no registration rights or to include other shares of stock issued to employees, officers, directors, or consultants, or with respect to registrations under Section 1.02 or 1.05 hereof, in order to include in such registration securities registered for the Company’s own account.

Allocation of Registration Opportunities. In any circumstance in which all of the Registrable Securities and other shares of Common Stock of BESC (including shares of Common Stock issued or issuable upon conversion of shares of any currently unissued series of Preferred Stock of the Company Company) with registration rights (the “"Other Shares”") requested to be included in a registration contemplated by Section 2(a) on behalf of the Holders or other selling stockholders cannot be so included as a result of limitations of the aggregate number of shares of Registrable Securities and Other Shares that which may be so included, the number of shares of Registrable Securities and Other Shares that which may be so included shall be allocated among the Holders and Other Shareholders other selling stockholders requesting inclusion of shares pro rata on the basis of the number of shares of Registrable Securities and Other Shares that would be held by such Holders and Other Shareholdersother selling stockholders, assuming conversion; provided, however, that, so that such allocation shall not operate to reduce the aggregate number of Registrable Securities and Other Shares to be included in such registration, if any Holder or Other Shareholder other selling stockholder does not request inclusion of the maximum number of shares of Registrable Securities and Other Shares allocated to such Holder or Other Shareholder him pursuant to the above-described procedure, then the remaining portion of such his allocation shall be reallocated among those requesting Holders and Other Shareholders other selling stockholders whose allocations did not satisfy their requests pro rata on the basis of the number of shares of Registrable Securities and Other Shares which that would be held by such Holders and Other Shareholdersother selling stockholders, assuming conversion, and this procedure shall be repeated until all of the shares of Registrable Securities and Other Shares which that may be included in the registration on behalf of the Holders and Other Shareholders other selling stockholders have been so allocated. BESC shall not limit the number of Registrable Securities to be included in a registration pursuant to this Agreement in order to include shares held by stockholders with no registration rights or to include any other shares of stock issued to employees, officers, directors or consultants pursuant to BESC's Employee Stock Option Plan, or with respect to registrations under Section 5.2, in order to include in such registration securities registered for the Company's own account.

Allocation of Registration Opportunities. In any circumstance in which all of the Registrable Securities and other shares of Common Stock of the Company (including shares of Common Stock issued or issuable upon conversion of shares of any currently unissued series of Preferred Stock of the Company) with registration rights (the “"Other Shares”") requested to be included in a registration contemplated by Section 2(a) on behalf of the Holders or other selling stockholders cannot be so included as a result of limitations of the aggregate number of shares of Registrable Securities and Other Shares that may be so included, the number of shares of Registrable Securities and Other Shares that may be so included shall be allocated among the Holders and Other Shareholders other selling stockholders requesting inclusion of shares pro rata on the basis of the number of shares of Registrable Securities and Other Shares that would be held by such Holders and Other Shareholdersother selling stockholders, assuming conversion; provided, however, that such allocation shall not operate to reduce the aggregate number of Registrable Securities and Other Shares to be included in such registration, if any Holder or Other Shareholder other selling stockholder does not request inclusion of the maximum number of shares of Registrable Securities and Other Shares allocated to such Holder or Other Shareholder him pursuant to the above-above- described procedure, then in which case the remaining portion of such his allocation shall be reallocated among those requesting Holders and Other Shareholders other selling stockholders whose allocations did not satisfy their requests pro rata on the basis of the number of shares of Registrable Securities and Other Shares which would be held by such Holders and Other Shareholdersother selling stockholders, assuming conversion, and this procedure shall be repeated until all of the shares of Registrable Securities and Other Shares which may be included in the registration on behalf of the Holders and Other Shareholders other selling stockholders have been so allocated. The Company shall not limit the number of Registrable Securities to be included in a registration pursuant to this Agreement in order to include shares held by stockholders with no registration rights or to include shares of stock issued to employees, officers, directors, or consultants pursuant to the Company's stock option or similar compensation plan, or in the case of registrations under Sections 1.3 or 1.6 hereof, in order to include in such registration securities registered for the Company's own account.

Allocation of Registration Opportunities. In Subject to the provisions of Sections 1.2(d) and 1.3(b), in any circumstance in which all of the Registrable Securities and other shares of Common Stock of the Company (including shares of Common Stock issued or issuable upon conversion of shares of any currently unissued series of Preferred Stock of the Company) with registration rights (the “Other Shares”) requested to be included in a registration contemplated by Section 2(a) on behalf of the Holders or other selling stockholders cannot be so included as a result of limitations of the aggregate number of shares of Registrable Securities and Other Shares that may be so included, the number of shares of Registrable Securities and Other Shares that may be so included shall be allocated among excluded, pro rata, until the Holders and Other Shareholders requesting inclusion of shares pro rata on the basis of the aggregate number of shares of Registrable Securities and Other Shares held by such Holders and Other Shareholders; provided, however, that such allocation shall not operate to reduce the aggregate number of Registrable Securities and Other Shares to may be included in such registration. If, if any Holder or after the complete exclusion of Other Shareholder does not request inclusion of Shares from such registration, the maximum aggregate number of shares of Registrable Securities and Other Shares allocated to such Holder or Other Shareholder pursuant to the above-described procedure, then the remaining portion cannot be so included as a result of such allocation shall be reallocated among those requesting Holders and Other Shareholders whose allocations did not satisfy their requests pro rata on the basis of limitations, the number of shares of Registrable Securities and Other Shares which would be held by such Holders and Other Shareholders, assuming conversion, and this procedure the Founders shall be repeated excluded, pro rata, until all the aggregate number of the shares of Registrable Securities and Other Shares which may be included in such registration. If, after the complete exclusion of Registrable Securities held by the Founders from such registration, the aggregate number of remaining shares of Registrable Securities cannot be so included as a result of such limitations, the remaining shares of Registrable Securities shall be excluded, pro rata, until the aggregate number of shares of Registrable Securities may be included in such registration. In no event shall shares of Registrable Securities held by the Preferred Investors be excluded from such registration on behalf of unless all Other Shares and all Registrable Securities held by the Holders and Other Shareholders Founders have been so allocatedcompletely excluded from such registration.

Allocation of Registration Opportunities. In any circumstance in which all of the Registrable Securities and other shares of Common Stock of the Company (including shares of Common Stock issued or issuable upon conversion of shares of any currently unissued series of Preferred Stock of the Company) with registration rights (the “Other Shares”"OTHER SHARES") requested to be included in a registration contemplated by Section 2(a) on behalf of the Holders or other selling stockholders cannot be so included as a result of limitations of the aggregate number of shares of Registrable Securities and Other Shares other shares that may be so included, the number of shares of Registrable Securities and Other Shares other shares that may be so included shall be allocated among the Holders and Other Shareholders other selling stockholders requesting inclusion of shares pro rata on the basis of the number of shares of Registrable Securities and Other Shares other shares that would be held by such Holders and Other Shareholdersother selling stockholders, assuming conversion; provided, however, that such allocation shall not operate to -12- <PAGE> reduce the aggregate number of Registrable Securities and Other Shares other shares to be included in such registration, if any Holder or Other Shareholder other selling stockholder does not request inclusion of the maximum number of shares of Registrable Securities and Other Shares other shares allocated to such Holder him or Other Shareholder her pursuant to the above-described procedure, then in which case the remaining portion of such his allocation shall be reallocated among those requesting Holders and Other Shareholders other selling stockholders whose allocations did not satisfy their requests pro rata on the basis of the number of shares of Registrable Securities and Other Shares other shares which would be held by such Holders and Other Shareholdersother selling stockholders, assuming conversion, and this procedure shall be repeated until all of the shares of Registrable Securities and Other Shares other shares which may be included in the registration on behalf of the Holders and Other Shareholders other selling stockholders have been so allocated.. The Company shall not limit the number of Registrable Securities to be included in a registration pursuant to this Agreement in order to include shares held by stockholders with no registration rights or to include shares of stock issued to founders of the Company or to employees, officers, directors, or consultants pursuant to the Company's 1996 Incentive Stock Option Plan, or in the case of registrations under Sections 1.2 or 1.5 hereof, in order to include in such registration securities registered for the Company's own account. 1.14

Allocation of Registration Opportunities. In Except with regard to any registration of Registrable Securities commenced pursuant to the provisions of Section 7.3 hereof, in any circumstance in which all of the Registrable Securities and other shares of Common Stock of the Company with registration rights (the “"Other Shares”") requested to be included in a registration contemplated by Section 2(a) on behalf of the holders of Registrable Securities or other selling stockholders cannot be so included as a result of limitations of the aggregate number of shares of Registrable Securities and Other Shares that may be so included, the number of shares of Registrable Securities and Other Shares that may be so included shall be allocated among the Holders holders of Registrable Securities and Other Shareholders other selling stockholders requesting inclusion of shares pro rata on the basis of the number of shares of Registrable Securities and Other Shares that would be held by such Holders holders and Other Shareholders; provided, however, that such allocation shall not operate to reduce the aggregate number other selling stockholders. If any holder of Registrable Securities and Other Shares to be included in such registration, if any Holder or Other Shareholder other selling stockholder does not request inclusion of the maximum number of shares of Registrable Securities and Other Shares allocated to such Holder or Other Shareholder him pursuant to the above-described this procedure, then the remaining portion of such his allocation shall be reallocated among those requesting Holders holders of Registrable Securities and Other Shareholders other selling stockholders whose allocations did not satisfy their requests pro rata on the basis of the number of shares of Registrable Securities and Other Shares which would be held by such Holders holders and Other Shareholders, assuming conversionother selling stockholders, and this procedure shall be repeated until all of the shares of Registrable Securities and Other Shares which may be included in the registration on behalf of the Holders holders of Registrable Securities and Other Shareholders other selling stockholders have been so allocated. The Company shall not limit the number of Registrable Securities to be included in a registration pursuant to this Agreement in order to include shares held by stockholders with no registration rights or to include in that registration shares of stock issued to employees, officers, directors, or consultants pursuant to the Company's stock option plan, or in order to include in such registration securities registered for the Company's own account.

Allocation of Registration Opportunities. In any circumstance in which all of the Registrable Securities and other shares of the Company with registration rights (the “"Other Shares”") requested to be included in a registration contemplated by Section 2(a) cannot be so included as a result of limitations of the aggregate number of shares of Registrable Securities and Other Shares that may be so included, the number of shares of Registrable Securities and Other Shares that may be so included shall be allocated among the Holders and Other Shareholders requesting inclusion of shares pro rata on the basis of the number of shares of Registrable Securities and Other Shares held by such Holders and Other Shareholders; provided, however, that such allocation shall not operate to reduce the aggregate number of Registrable Securities and Other Shares to be included in such registration, if any Holder or Other Shareholder does not request inclusion of the maximum number of shares of Registrable Securities and Other Shares allocated to such Holder or Other Shareholder pursuant to the above-described procedure, then the remaining portion of such allocation shall be reallocated among those requesting Holders and Other Shareholders whose allocations did not satisfy their requests pro rata on the basis of the number of shares of Registrable Securities and Other Shares which would be held by such Holders and Other Shareholders, assuming conversion, and this procedure shall be repeated until all of the shares of Registrable Securities and Other Shares which may be included in the registration on behalf of the Holders and Other Shareholders have been so allocated. 10.

Allocation of Registration Opportunities. In Subject to Section 1.3, in any circumstance in which all of the Registrable Securities and other shares of Common Stock of the Company Corporation (including shares of Common Stock issued or issuable upon conversion of any currently issued or unissued series of Preferred Stock of the Corporation) with registration rights (the “"Other Shares”") requested to be included in a registration contemplated by Section 2(a) on behalf of the Holders or other selling stockholders cannot be so included as a result of limitations of the aggregate number of shares of Registrable Securities and Other Shares that may be so included, the number of shares of Registrable Securities and Other Shares that may be so included shall be allocated among the Holders and Other Shareholders other selling stockholders requesting inclusion of shares pro rata on the basis of the number of shares of Registrable Securities and Other Shares that would be held by such Holders and Other Shareholdersother selling stockholders, assuming conversion; provided, provided however, that such allocation shall not operate to reduce the aggregate number of Registrable Securities and Other Shares to be included in such registration, registration if any Holder or Other Shareholder other selling stockholder does not request inclusion of the maximum number of shares of Registrable Securities and Other Shares allocated to such Holder or Other Shareholder him pursuant to the above-described procedure, then in which case the remaining portion of such his allocation shall be reallocated among those requesting Holders and Other Shareholders other selling stockholders whose allocations did not satisfy their requests pro rata on the basis of the number of shares of Registrable Securities and Other Shares which would be held by such Holders and Other Shareholders, assuming conversion, and this procedure shall be repeated until all of the shares of Registrable Securities and Other Shares which may be included in the registration on behalf of the Holders and Other Shareholders have been so allocated.of

Allocation of Registration Opportunities. In any circumstance in which all of the Registrable Securities and other shares of Common Stock of the Company (including shares of Common Stock issued or issuable upon conversion of shares of any currently unissued series of Preferred Stock of the Company) with registration rights (the “Other Shares”) requested to be included in a registration contemplated by Section 2(a) on behalf of the Holders or other selling shareholders cannot be so included as a result of limitations of the aggregate number of shares of Registrable Securities and Other Shares that may be so included, the number of shares of Registrable Securities and Other Shares that may be so included shall be allocated among reduced first, amongst the Holders and Other Shareholders other selling shareholders requesting inclusion of shares (other than Holders) pro rata on the basis of the number of shares of Other Shares to be included in such registration, assuming conversion and, if after such Other Shares are excluded, reduction to the number of Registrable Securities and Other Shares held by to be offered is necessary, then pro rata amongst all Holders on the basis of the number of shares of Registrable Securities to be included in such Holders and Other Shareholdersregistration, assuming conversion; provided, however, so that such allocation shall not operate to reduce the aggregate number of Registrable Securities and Other Shares to be included in such registration, if any Holder or Other Shareholder other selling shareholder does not request inclusion of the maximum number of shares of Registrable Securities and Other Shares allocated to such Holder or Other Shareholder him pursuant to the above-described procedure, then the remaining portion of such his allocation shall be reallocated among those requesting Holders and Other Shareholders other selling shareholders whose allocations did not satisfy their requests pro rata on the basis of the number of shares of Registrable Securities and Other Shares which would be held by such Holders and Other Shareholders, assuming conversionrequests, and this procedure shall be repeated until all of the shares of Registrable Securities and Other Shares which may be included in the registration on behalf of the Holders and Other Shareholders other selling shareholders have been so allocated. The Company shall not limit the number of Registrable Securities or Other Shares to be included in a registration pursuant to this Agreement in order to include shares held by shareholders with no registration rights or to include other shares of stock issued to employees, officers, directors, or consultants, or with respect to registrations under Section 1.2 or 1.5 hereof, in order to include in such registration securities registered for the Company’s own account.

Allocation of Registration Opportunities. In any circumstance in which all ---------------------------------------- of the Registrable Securities and other shares securities of the Company with registration rights (the “"Other Shares”") ------------ requested to be included in a registration contemplated by Section 2(a) on behalf of the Holders or Other Stockholders cannot be so included as a result of limitations of the aggregate number of shares of Registrable Securities and Other Shares that may be so included, the number of shares of Registrable Securities and Other Shares that may be so included shall be allocated among the Holders and Other Shareholders Stockholders requesting inclusion of shares pro rata on the basis of the number of shares of Registrable Securities and Other Shares held by such Holders and Other Shareholdersparties requested to have registered in such offering; provided, however, that such allocation shall not -------- ------- operate to reduce the aggregate number of Registrable Securities and Other Shares to be included in such registration, registration if any Holder or Other Shareholder Stockholder does not request inclusion of the maximum number of shares of Registrable Securities and Other Shares allocated to such Holder or Other Shareholder him pursuant to the above-described procedure, then in which case the remaining portion of such his allocation shall be reallocated among those requesting Holders and Other Shareholders other selling stockholders whose allocations did not satisfy their requests pro rata on the basis of the number of shares of Registrable Securities and Other Shares for which would be held by such Holders and Other Shareholders, assuming conversionregistration had been requested, and this procedure shall be repeated until all of the shares of Registrable Securities and Other Shares which may be included in the registration on behalf of the Holders and Other Shareholders Stockholders have been so allocated.

Allocation of Registration Opportunities. In any circumstance in which all of the Registrable Securities and other outstanding shares of common stock of the Company with registration rights (the “"Other Shares”") requested and entitled to be included in a demand registration contemplated by Section 2(a) cannot be so included as a result of limitations of on the aggregate number of shares of Registrable Securities and Other Shares that may be so included, or in case of an Underwriters' Cutback, the number of shares of Registrable Securities and Other Shares that may be so included shall be allocated among the Holders SVI and Other Shareholders requesting inclusion of shares other selling stockholders pro rata on the basis of the number of shares of Registrable Securities and Other Shares held by SVI and such Holders and Other Shareholders; provided, however, that such allocation shall not operate to reduce the aggregate number of Registrable Securities and Other Shares to be included in such registration, if any Holder other selling stockholders. If SVI or Other Shareholder other selling stockholder does not request inclusion of the maximum number of shares of Registrable Securities and Other Shares allocated to such Holder or Other Shareholder him pursuant to the above-described this procedure, then the remaining portion of such his allocation shall be reallocated among SVI and those requesting Holders and Other Shareholders other selling stockholders whose allocations did not satisfy their requests pro rata on the basis of the number of shares of Registrable Securities and Other Shares which would be held by SVI and such Holders and Other Shareholders, assuming conversionother selling stockholders, and this procedure shall be repeated until all of the shares of Registrable Securities and Other Shares which may be included in the registration on behalf of the Holders SVI and Other Shareholders other selling stockholders have been so allocated. Provided, however, the Company shall not limit the number of Registrable Securities to be included in a registration pursuant to this Agreement in order to include shares held by stockholders with no registration rights or to include in that registration shares of stock issued to employees, officers, directors, or consultants pursuant to any Company stock option plan, and in such case all Registrable Securities covered by the registration shall be sold before any such other securities are sold.

Allocation of Registration Opportunities. In any circumstance in which all of the Registrable Securities and other outstanding shares of Common Stock of the Company with registration rights (the “"Other Shares”") requested and entitled to be included in a demand registration contemplated by Section 2(a) cannot be so included as a result of limitations of on the aggregate number of shares of Registrable Securities and Other Shares that may be so included, or in case of an Underwriters' Cutback, the number of shares of Registrable Securities and Other Shares that may be so included shall be allocated among the Holders holders of Registrable Securities and Other Shareholders requesting inclusion of shares other selling stockholders pro rata on the basis of the number of shares of Registrable Securities and Other Shares held by such Holders holders and Other Shareholders; provided, however, that such allocation shall not operate to reduce the aggregate number other selling stockholders. If any holder of Registrable Securities and Other Shares to be included in such registration, if any Holder or Other Shareholder other selling stockholder does not request inclusion of the maximum number of shares of Registrable Securities and Other Shares allocated to such Holder or Other Shareholder him pursuant to the above-described this procedure, then the remaining portion of such his allocation shall be reallocated among those requesting Holders holders of Registrable Securities and Other Shareholders other selling stockholders whose allocations did not satisfy their requests pro rata on the basis of the number of shares of Registrable Securities and Other Shares which would be held by such Holders holders and Other Shareholders, assuming conversionother selling stockholders, and this procedure shall be repeated until all of the shares of Registrable Securities and Other Shares which may be included in the registration on behalf of the Holders holders of Registrable Securities and Other Shareholders other selling stockholders have been so allocated. Provided, however, the Company shall not limit the number of Registrable Securities to be included in a registration pursuant to this Agreement in order to include shares held by stockholders with no registration rights or to include in that registration shares of stock issued to employees, officers, directors, or consultants pursuant to any Company stock option plan, and in such case all Registrable Securities covered by the registration shall be sold before any such other securities are sold.

Allocation of Registration Opportunities. In any circumstance in ---------------------------------------- which all of the Registrable Securities and other shares of Common Stock of the Company with registration rights (the “Other Shares”) requested to be included in a registration contemplated by Section 2(a) on behalf of the Holders or Other Stockholders cannot be so included as a result of limitations of the aggregate number of shares of Registrable Securities and Other Shares other securities that may be so included, the number of shares of Registrable Securities and Other Shares other securities that may be so included shall be allocated among the Holders and Other Shareholders Stockholders requesting inclusion of shares pro rata on the basis of the number of shares of Registrable Securities and Other Shares other securities that would be held by such Holders and Other ShareholdersStockholders (assuming the conversion, exchange or exercise of all securities of the Company held by such Holders and Other Stockholders convertible into or exchangeable or exercisable for Common Stock); provided, however, that (a) the number of shares of Registrable Securities to be registered by Initiating Holders, if any, shall not be reduced until the number of other Shares to be registered in such registration and shares to be registered by the Company in such registration shall have been reduced to zero and (b), so that such allocation shall not operate to reduce the aggregate number of Registrable Securities and Other Shares other securities to be included in such registration, if any Holder or Other Shareholder Stockholder does not request inclusion of the maximum number of shares of Registrable Securities and Other Shares other securities allocated to such Holder or Other Shareholder it pursuant to the above-described procedure, then the remaining portion of such its allocation shall be reallocated among those requesting Holders and Other Shareholders Stockholders whose allocations did not satisfy their requests pro rata on the basis of the number of shares of Registrable Securities and Other Shares other securities which would be held by such Holders and Other ShareholdersStockholders (assuming the conversion, assuming conversionexchange or exercise of all securities of the Company held by such Holders and Other Stockholders convertible into or exchangeable or exercisable for Common Stock), and this procedure shall be repeated until all of the shares of Registrable Securities and Other Shares other securities which may be included in the registration on behalf of the Holders and Other Shareholders Stockholders have been so allocated.

Allocation of Registration Opportunities. In any circumstance in which all of the Registrable Securities and other shares of Common Stock of the Company (including shares of Common Stock issued or issuable upon conversion of shares of any currently unissued series of Preferred Stock of the Company) with registration rights (the “Other Shares”) requested to be included in a registration contemplated by Section 2(a) on behalf of the Holders or other selling stockholders cannot be so included as a result of limitations of the aggregate number of shares of Registrable Securities and Other Shares that may be so included, the number of shares of Registrable Securities and Other Shares that may be so included shall be allocated among excluded, pro rata, until the Holders and Other Shareholders requesting inclusion of shares pro rata on the basis of the aggregate number of shares of Registrable Securities and Other Shares held by such Holders and Other Shareholders; provided, however, that such allocation shall not operate to reduce the aggregate number of Registrable Securities and Other Shares to may be included in such registration. If, if any Holder or after the complete exclusion of Other Shareholder does not request inclusion of Shares from such registration, the maximum aggregate number of shares of Registrable Securities and Other Shares allocated to such Holder or Other Shareholder pursuant to the above-described procedure, then the remaining portion cannot be so included as a result of such allocation shall be reallocated among those requesting Holders and Other Shareholders whose allocations did not satisfy their requests pro rata on the basis of limitations, the number of shares of Registrable Securities and Other Shares which would be held by such Holders and Other Shareholders, assuming conversion, and this procedure the Stockholders shall be repeated excluded, pro rata, until all the aggregate number of the shares of Registrable Securities and Other Shares which may be included in APIGEE CORPORATION AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT such registration. If, after the complete exclusion of Registrable Securities held by the Stockholders from such registration, the aggregate number of remaining shares of Registrable Securities cannot be so included as a result of such limitations, the remaining shares of Registrable Securities shall be excluded, pro rata, until the aggregate number of shares of Registrable Securities may be included in such registration. In no event shall shares of Registrable Securities held by the Investors be excluded from such registration on behalf of unless all Other Shares and all Registrable Securities held by the Holders and Other Shareholders Stockholders have been so allocatedcompletely excluded from such registration.

Allocation of Registration Opportunities. In Subject to the rights of the Prior Holders contained in the Prior Registration Rights Agreements, notwithstanding any other provision of this Section 1.9, in any circumstance in which all of the Registrable Securities and other shares of the Company with registration rights (the “"Other Shares”") requested to be included in a registration contemplated by Section 2(a) on behalf of the Holders or Other Stockholders cannot be so included as a result of limitations of the aggregate number of shares of Registrable Securities and Other Shares that may be so included, the number of shares of Registrable Securities and Other Shares that may be so included shall be allocated among the Holders and Other Shareholders Stockholders requesting inclusion of shares pro rata on the basis of the number of shares of Registrable Securities and Other Shares held by such Holders and Other ShareholdersStockholders; provided, however, that such allocation shall not operate to reduce the aggregate number of Registrable Securities and Other Shares to be included in such registration, if any Holder or Other Shareholder Stockholders does not request inclusion of the maximum number of shares of Registrable Securities and Other Shares allocated to such Holder or Other Shareholder him pursuant to the above-described procedure, then the remaining portion of such his allocation shall be reallocated among those requesting Holders and Other Shareholders Stockholders whose allocations did not satisfy their requests pro rata on the basis of the number of shares of Registrable Securities and Other Shares which would be held by such Holders and Other ShareholdersStockholders, assuming conversion, and this procedure shall be repeated until all of the shares of Registrable Securities and Other Shares which may be included in the registration on behalf of the Holders and Other Shareholders Stockholders have been so allocated.

Allocation of Registration Opportunities. In any circumstance in which all of the Registrable Securities and other shares of Common Stock of the Company (including shares of Common Stock issued or issuable upon conversion of shares of any currently unissued series of Preferred Stock of the Company) with registration rights (the “"Other Shares”") requested to be included in a registration contemplated by Section 2(a) on behalf of the Holders or Other Shareholders cannot be so included as a result of limitations of the aggregate number of shares of Registrable Securities and Other Shares that may be so included, the number of shares of Registrable Securities and Other Shares that may be so included shall be allocated among the Holders and Other Shareholders requesting inclusion of shares pro rata on the basis of the number of shares of Registrable Securities and Other Shares that would be held by such Holders and Other Shareholders, assuming conversion; provided, however, that such allocation shall not operate to reduce the aggregate number of Registrable Securities and Other Shares to be included in such registration, if any Holder or Other Shareholder does not request inclusion of the maximum minimum number of shares of Registrable Securities and Other Shares allocated to such Holder or Other Shareholder him pursuant to the above-described procedure, then the remaining portion of such his allocation shall be reallocated among those requesting Holders and Other Shareholders whose allocations did not satisfy their requests pro rata on the basis of the number of shares of Registrable Securities and Other Shares which that would be held by such Holders and Other Shareholders, assuming conversion, and this procedure shall be repeated until all of the shares of Registrable Securities and Other Shares which may be included in the registration on behalf of the Holders and Other Shareholders have been so allocated. The Company shall not limit the number of Registrable Securities to be included in a registration pursuant to this Agreement in order to include shares held by shareholders with no registration rights or to include any other shares of stock issued to employees, officers, directors, or consultants pursuant to the Company's employee stock option plan or other equity plans or arrangements, or with respect to registrations under Sections 1.2 or 1.5 hereof, in order to include in such registration securities registered for the Company's own account.

Allocation of Registration Opportunities. In any circumstance in which all of the Registrable Securities and other shares of the Company Common Stock of Gateway (including shares of Common Stock issued or issuable upon conversion of shares of any currently unissued series of Preferred Stock of Gateway) with registration rights (the “"Other Shares”") requested to be included in a registration contemplated by Section 2(a) on behalf of the Holders or other selling stockholders cannot be so included as a result of limitations of the aggregate number of shares of Registrable Securities and Other Shares that may be so included, the number of shares of Registrable Securities and Other Shares that may be so included shall be allocated among the Holders and Other Shareholders other selling stockholders requesting inclusion of shares pro rata on the basis of the number of shares of Registrable Securities and Other Shares that would be held by such Holders and Other Shareholdersother selling stockholders assuming conversion; provided, however, that such allocation shall not operate to reduce the aggregate number of Registrable Securities and Other Shares to be included in such registration, if any Holder or Other Shareholder other selling stockholder does not request inclusion of the maximum number of shares of Registrable Securities and Other Shares allocated to such Holder or Other Shareholder him pursuant to the above-described procedure, then the remaining portion of such his allocation shall be Allocation of Registration Opportunities - continued reallocated among those requesting Holders and Other Shareholders other selling stockholders whose allocations did not satisfy their requests pro rata on the basis of the number of shares of Registrable Securities and Other Shares which would be held by such Holders and Other Shareholdersother selling stockholders, assuming conversion, and this procedure shall be repeated until all of the shares of Registrable Securities and Other Shares which may be included in the registration on behalf of the Holders and Other Shareholders other selling stockholders have been so allocated. Gateway shall not limit the number of Registrable Securities to be included in a registration pursuant to this Agreement in order to include shares held by stockholders with no registration rights or any other shares of stock issued to employees, officers, directors, or consultants pursuant to Gateway's equity incentive options, or with respect to registrations under Section 1.6, in order to include in such registration securities registered for Gateway's own account.

Allocation of Registration Opportunities. In any circumstance in which all of the Registrable Securities and other shares of the Company (including shares of Common Stock issued or issuable upon conversion of shares of any currently unissued series of preferred stock of the Company) with registration rights (the “"Other Shares”") requested to be included in a registration contemplated by Section 2(a) on behalf of the Holders or other selling stockholders cannot be so included as a result of limitations of the aggregate number of shares of Registrable Securities and Other Shares that may be so included, the number of shares of Registrable Securities and Other Shares that may be so included shall be allocated among the Holders and Other Shareholders other selling stockholders requesting inclusion of shares pro rata on the basis of the number of shares of Registrable Securities and Other Shares that would be held by such Holders and Other Shareholdersother selling stockholders, assuming conversion; provided, however, that such allocation shall not operate to reduce the aggregate number of Registrable Securities and Other Shares to be included in such registration, if any Holder or Other Shareholder other selling stockholder does not request inclusion of the maximum number of shares of Registrable Securities and Other Shares allocated to such Holder or Other Shareholder him pursuant to the above-described procedure, then in which case the remaining portion of such his allocation shall be reallocated among those requesting Holders and Other Shareholders other selling stockholders whose allocations did not satisfy their requests pro rata on the basis of the number of shares of Registrable Securities and Other Shares which would be held by such Holders and Other Shareholdersother selling stockholders, assuming conversion, and this procedure shall be repeated until all of the shares of Registrable Securities and Other Shares which may be included in the registration on behalf of the Holders and Other Shareholders other selling stockholders have been so allocated.

Allocation of Registration Opportunities. In any circumstance in which all of the Registrable Securities Stock and other shares of the Company ACI Common Stock (including shares of Common Stock issued or issuable upon conversion of shares of any currently unissued series of preferred stock of ACI) with registration rights (the “"Other Shares”") requested to be included in a registration contemplated by Section 2(aon behalf ------------ of the Holder or other selling stockholders ("Other Stockholders") cannot be so ------------------- included as a result of limitations of the aggregate number of shares of Registrable Securities Stock and Other Shares that may be so included, other than as provided in Section 1.1.4 and Section 1.2.2, the number of shares of Registrable Securities ------------- ------------- Stock and Other Shares that may be so included shall be allocated among the Holders Holder and Other Shareholders Stockholders requesting inclusion of shares pro rata on the basis of the number of shares of Registrable Securities Stock and Other Shares that would be held by such Holders the Holder and Other ShareholdersStockholders, assuming conversion; provided, however, that such allocation shall not operate to reduce the aggregate number of shares of Registrable Securities Stock and Other Shares to be included in such registration, if any . If the Holder or any Other Shareholder Stockholder does not request inclusion of the maximum number of shares of Registrable Securities Stock and Other Shares allocated to such Holder or Other Shareholder Person pursuant to the above-described procedure, then the remaining portion of any such Person's allocation shall be reallocated among those requesting Holders Holder and Other Shareholders Stockholders whose allocations did not satisfy their requests pro rata on the basis of the number of shares of Registrable Securities Stock and Other Shares which would be held by such Holders the Holder and Other ShareholdersStockholders, assuming conversion, and this procedure shall be repeated until all of the shares of Registrable Securities Stock and Other Shares which may be included in the registration on behalf of the Holders Holder and Other Shareholders Stockholders have been so allocated.

Allocation of Registration Opportunities. In any circumstance in which all of the Registrable Securities and other shares of Common Stock of the Company (including shares of Common Stock issued or issuable upon conversion of shares of any currently unissued series of Preferred Stock of the Company) with registration rights (the “Other Shares”) requested to be included in a registration contemplated by Section 2(a) on behalf of the Holders or other selling Stockholders cannot be so included as a result of limitations of the aggregate number of shares of Registrable Securities and Other Shares that may be so included, the number of shares of Registrable Securities and Other Shares that may be so included shall be allocated among the Holders and Other Shareholders other selling Stockholders requesting inclusion of shares pro rata on the basis of the number of shares of Registrable Securities and Other Shares that would be held by such Holders and Other Shareholdersother selling Stockholders, assuming conversion; provided, however, so that such allocation shall not operate to reduce the aggregate number of Registrable Securities and Other Shares to be included in such registration, if any Holder or Other Shareholder other selling stockholder does not request inclusion of the maximum number of shares of Registrable Securities and Other Shares allocated to such Holder or Other Shareholder him pursuant to the above-described procedure, then the remaining portion of such his allocation shall be reallocated among those requesting Holders and Other Shareholders other selling Stockholders whose allocations did not satisfy their requests pro rata on the basis of the number of shares of Registrable Securities and Other Shares which would be held by such Holders and Other Shareholdersother selling Stockholders, assuming conversion, and this procedure shall be repeated until all of the shares of Registrable Securities and Other Shares which may be included in the registration on behalf of the Holders and Other Shareholders other selling Stockholders have been so allocated. The Company shall not limit the number of Registrable Securities to be included in a registration pursuant to this Agreement in order to include shares held by Stockholders with no registration rights or to include securities held by the founders of the Company or any other shares of stock issued to employees, officers, directors, or consultants pursuant to Company’s 1995 Stock Plan, as amended.

Allocation of Registration Opportunities. In any circumstance in which all of the Registrable Securities and other shares of Common Stock of the Company (including shares of Common Stock issued or issuable upon conversion of shares of any currently unissued series of Preferred Stock of the Company) with registration rights (the “Other Shares”) requested to be included in a registration contemplated by Section 2(a) on behalf of the Holders or other selling stockholders cannot be so included as a result of limitations of the aggregate number of shares of Registrable Securities and Other Shares that may be so included, the number of shares of Registrable Securities and Other Shares that may be so included shall be allocated among the Holders and Other Shareholders other selling stock­holders requesting inclusion of shares pro rata on the basis of the number of shares of Registrable Securities and Other Shares that would be held by such Holders and Other Shareholdersother selling stockholders, assuming conversion; provided, however, so that such allocation shall not operate to reduce the aggregate number of Registrable Securities and Other Shares to be included in such registration, if any Holder or Other Shareholder other selling stockholder does not request inclusion of the maximum number of shares of Registrable Securities and Other Shares allocated to such Holder or Other Shareholder him pursuant to the above-described procedure, then the remaining portion of such his allocation shall be reallocated among those requesting Holders and Other Shareholders other selling stockholders whose allocations did not satisfy their requests pro rata on the basis of the number of shares of Registrable Securities and Other Shares which would be held by such Holders and Other Shareholdersother selling stockholders, assuming conversion, and this procedure shall be repeated until all of the shares of Registrable Securities and Other Shares which may be included in the registration on behalf of the Holders and Other Shareholders other selling stockholders have been so allocated. Notwithstanding anything herein to the contrary, (a) the Company shall not, without the written consent of the Holders of a majority of the Registrable Securities, limit the number of Registrable Securities to be included in a registration pursuant to this Agreement in order to include shares held by stockholders with no registration rights or to include founder’s stock or any other shares of stock (other than the Shares) issued to employees, officers, directors or consultants pursuant to any stock option plan adopted by the Company or, with respect to registrations under Section 1.3 and Section 1.6 hereof, in order to include in such registration securities registered for the Company’s own account, and (b) the aggregate number of Other Shares includable in the allocation provisions of this Section 1.14 shall not exceed 820,000 with­out the consent of the holders of a majority of the Registrable Securities .

Allocation of Registration Opportunities. In any circumstance in which all of the Registrable Securities and other shares of Common Stock of the Company (including shares of Common Stock issued or issuable upon conversion of shares of any currently unissued series of Preferred Stock of the Company) with registration rights (the “"Other Shares”") requested to be included in a registration contemplated by Section 2(a) on behalf of the Holders or other selling stockholders cannot be so included as a result of limitations of the aggregate number of shares of Registrable Securities and Other Shares that may be so included, the number of shares of Registrable Securities and Other Shares that may be so included shall be allocated among the Holders and Other Shareholders other selling stockholders requesting inclusion of shares pro rata on the basis of the number of shares of Registrable Securities and Other Shares that would be held by such Holders and Other Shareholdersother selling stockholders, assuming conversion; provided, however, so that such allocation shall not operate to reduce the aggregate number of Registrable Securities and Other Shares to be included in such registration, if any Holder or Other Shareholder other selling stockholder does not request inclusion of the maximum number of shares of Registrable Securities and Other Shares allocated to such Holder or Other Shareholder him pursuant to the above-above- described procedure, then the remaining portion of such his allocation shall be reallocated among those requesting Holders and Other Shareholders other selling stockholders whose allocations did not satisfy their requests pro rata on the basis of the number of shares of Registrable Securities and Other Shares which would be held by such Holders and Other Shareholdersother selling stockholders, assuming conversion, and this procedure shall be repeated until all of the shares of Registrable Securities and Other Shares which may be included in the registration on behalf of the Holders and Other Shareholders other selling stockholders have been so allocated. The Company shall not limit the number of Registrable Securities to be included in a registration pursuant to this Agreement in order to include shares held by stockholders with no registration rights or to include founder's stock or any other shares of stock issued to employees, officers, directors, or consultants, or with respect to registrations under Sections 1.2 or 1.5 hereof, in order to include in such registration securities registered for the Company's own account.

Allocation of Registration Opportunities. In any circumstance in which all of the Registrable Securities and other shares of the Company Common Stock with registration rights (the “"Other Shares”") requested to be included in a registration contemplated by Section 2(a) on behalf of the Holders or other selling stockholders cannot be so included as a result of limitations of the aggregate number of shares of Registrable Securities and Other Shares that may be so included, the number of shares of Registrable Securities and Other Shares that may be so included shall be allocated among the Holders and Other Shareholders other selling stockholders requesting inclusion of shares pro rata on the basis of the number of shares of Registrable Securities and Other Shares that would be held by such Holders and Other Shareholders; provided, however, that such allocation shall not operate to reduce the aggregate number of Registrable Securities and Other Shares to be included in such registration, if other selling stockholders. If any Holder or Other Shareholder other selling stockholder does not request inclusion of the maximum number of shares of Registrable Securities and Other Shares allocated to such Holder or Other Shareholder him pursuant to the above-described procedure, then the remaining portion of such this allocation shall be reallocated among those requesting Holders and Other Shareholders other selling stockholders whose allocations did not satisfy their requests pro rata on the basis of the number of shares of Registrable Securities and Other Shares which that would be held by such Holders and Other Shareholders, assuming conversion, other selling stockholders and this procedure shall be repeated until all of the shares of Registrable Securities and Other Shares which may be included in the registration on behalf of the Holders and Other Shareholders other selling stockholders have been so allocated. The Company shall not limit the number of Registrable Securities to be included in a registration pursuant to this Agreement in order to include shares held by stockholders with no registration rights.

Allocation of Registration Opportunities. In Subject to the provisions of any registration rights agreement entered into by the Company prior to the date hereof and disclosed in the registration statement relating to the Public Offering, in any circumstance in which all of the Registrable Securities and other shares of Common Stock of the Company (including shares of Common Stock issued or issuable upon conversion of shares of any currently unissued series of Preferred Stock of the Company) with registration Registration rights (the “"Other Shares”") requested to be included in a registration contemplated by Section 2(a) Registration on behalf of the Holders or other selling stockholders cannot be so included as a result of limitations of on the aggregate number of shares of Registrable Securities and Other Shares that may be so included, the number of shares of Registrable Securities and Other Shares that may be so included shall be allocated among the Holders and Other Shareholders other selling stockholders requesting inclusion of shares pro rata on based upon the basis respective number of shares requested to be so included by the Holders and such other selling stockholders. In the event a Holder or other selling stockholder subsequently withdraws or reduces a request for inclusion in such Registration of its Registrable Securities or Other Shares, as the case may be, the number of shares of Registrable Securities and Other Shares held by such Holders and Other Shareholders; provided, however, that such allocation shall not operate to reduce the aggregate number of Registrable Securities and Other Shares to be included in such registration, if any Holder or Other Shareholder does not request inclusion of the maximum number of shares of Registrable Securities and Other Shares allocated to such Holder or Other Shareholder pursuant to the above-described procedure, then the remaining portion of such allocation shall be reallocated among those requesting Holders and Other Shareholders whose allocations did not satisfy their requests pro rata on the basis of the number of shares of Registrable Securities and Other Shares which would be held by such Holders and Other Shareholders, assuming conversion, and this procedure shall be repeated until all of the shares of Registrable Securities and Other Shares which may be so included shall be re-allocated in the same manner. The Company may not limit the number of Registrable Securities to be included in a Registration pursuant to this Agreement in order to include in such Registration securities registered for the registration on behalf of the Holders and Other Shareholders have been so allocatedCompany's own account.

Allocation of Registration Opportunities. In any circumstance in which all of the Registrable Securities and and/or other shares of the Company Common Stock with registration rights (the “"Other Shares”") requested to be included in a registration contemplated by Section 2(a) on behalf of the Holder and/or other persons cannot be so included as a result of limitations of the aggregate number of shares of Registrable Securities and and/or Other Shares that may be so included, the number of shares of Registrable Securities and and/or Other Shares that may be so included shall be allocated among the Holders and Other Shareholders Holder and/or the other persons requesting inclusion of shares pro rata on the basis of the number of shares of Registrable Securities and and/or Other Shares that would be held by such Holders and Other Shareholders; provided, however, that such allocation shall not operate to reduce the aggregate number of Registrable Securities and Other Shares to be included in such registration, if any Holder or Other Shareholder does and/or the other persons. If the Holder and/or the other persons do not request inclusion of the maximum number of shares of Registrable Securities and and/or Other Shares allocated to such Holder or Other Shareholder them pursuant to the above-described procedure, then the remaining portion of such this allocation shall be reallocated among those requesting Holders and Other Shareholders the Holder and/or the other persons whose allocations did not satisfy their requests pro rata on the basis of the number of shares of Registrable Securities and and/or Other Shares which that would be held by such Holders and Other Shareholders, assuming conversion, the Holder and/or the other persons and this procedure shall be repeated until all of the shares of Registrable Securities and Other Shares which may be included in the registration on behalf of the Holders and Other Shareholders Holder and/or the other persons have been so allocated. The Company shall not limit the number of Registrable Securities to be included in a registration pursuant to this Agreement in order to include shares held by persons with no registration rights.

Allocation of Registration Opportunities. In any circumstance in which all of the Registrable Securities and other shares of the Company with registration rights (the “"Other Shares”") requested to be included in a registration contemplated by Section 2(a) on behalf of the Holders or other selling stockholders cannot be so included as a result of limitations of the aggregate number of shares of Registrable Registerable Securities and Other Shares that may be so included, the number of shares of Registrable Securities and Other Shares that may be so included shall be allocated among the Holders and Other Shareholders other selling stockholders requesting inclusion of shares pro rata on the basis of the number of shares of Registrable Securities and Other Shares that would be held by such Holders and Other Shareholdersother selling stockholders; provided, however, that such allocation shall not operate to reduce the aggregate number of Registrable Securities and Other Shares to be included in such registration, if . If any Holder or Other Shareholder other selling stockholder does not request inclusion of the maximum number of shares of Registrable Securities and Other Shares allocated to such Holder or Other Shareholder him pursuant to the above-described procedure, then the remaining portion of such his allocation shall be reallocated among those requesting Holders and Other Shareholders other selling stockholders whose allocations did not satisfy their requests pro rata on the basis of the number of shares of Registrable Securities and Other Shares which would be held by be such Holders and Other Shareholdersother selling stockholders, assuming conversion, and this procedure shall be repeated until all of the shares of Registrable Securities and Other Shares which may be included in the registration on behalf of the Holders and Other Shareholders other selling stockholders have been so allocated. The Company shall not limit the number of Registrable Securities to be included in a registration pursuant to this Agreement in order to include shares held by stockholders with no registration rights or pursuant to any stock option plan or with respect to registrations under Sections 2.2 or 2.5 hereof, in order to include in such registration securities registered for the Company's own account.

Allocation of Registration Opportunities. In any circumstance in which all of the Registrable Securities and other shares of the Company with registration rights (the “"Other Shares”") requested to be included in a registration contemplated by Section 2(a1.3(a) cannot be so included as a result of limitations of the aggregate number of shares of Registrable Securities and Other Shares that may be so included, the number of shares of Registrable Securities and Other Shares that may be so included shall be allocated allocated, subject to the registration rights applicable to the Other Shares which shall control in event of a conflict with provisions hereof, among the Holders and Other Shareholders requesting inclusion of shares pro rata on the basis of the number of shares of Registrable Securities and Other Shares held by such Holders and Other Shareholders; provided, however, that such allocation shall not operate to reduce the aggregate number of Registrable Securities and Other Shares to be included in such registration, if any Holder or Other Shareholder does not request inclusion of the maximum number of shares of Registrable Securities and Other Shares allocated to such Holder or Other Shareholder pursuant to the above-described procedure, then the remaining portion of such allocation shall be reallocated among those requesting Holders and Other Shareholders whose allocations did not satisfy their requests pro rata on the basis of the number of shares of Registrable Securities and Other Shares which would be held by such Holders and Other Shareholders, assuming conversion, and this procedure shall be repeated until all of the shares of Registrable Securities and Other Shares which may be included in the registration on behalf of the Holders and Other Shareholders have been so allocated.

Allocation of Registration Opportunities. In any circumstance in which all of the Registrable Securities and other shares of Common Stock (including shares of Common Stock issued or issuable upon conversion of shares of any currently unissued series of Preferred Stock of the Company Company) with registration rights (the “Other Shares”) requested to be included in a registration contemplated by Section 2(a) on behalf of the Holders or other selling shareholders cannot be so included as a result of limitations of on the aggregate number of shares of Registrable Securities and Other Shares that may be so included, the number of shares of Registrable Securities and Other Shares that may be so included shall be allocated among the Holders and Other Shareholders other selling shareholders requesting inclusion of shares first to the Holders pro rata on the basis of the number of shares of Registrable Securities held by such Holders (assuming conversion) and then, if any availability remains, to the other selling shareholders pro rata on the basis of the number of Other Shares held by such Holders and Other Shareholdersother selling shareholders (assuming conversion); provided, however, that such allocation shall not operate to reduce the aggregate number of Registrable Securities and Other Shares to be included in such registration, if . If any Holder or Other Shareholder other selling shareholder does not request inclusion of the maximum number of shares of Registrable Securities and Other Shares allocated to such Holder or Other Shareholder shareholder pursuant to the above-described procedure, then the remaining portion of the allocation of such allocation Holder or shareholder shall be reallocated among those requesting Holders and Other Shareholders other selling shareholders whose allocations did not satisfy their requests in the priority identified above pro rata on the basis of the number of shares of Registrable Securities and Other Shares which would be Shares, as applicable, that are held by such Holders and Other Shareholdersother selling shareholders, as applicable, in each case assuming conversion, and this procedure shall be repeated until all of the shares of Registrable Securities and Other Shares which may be included in the registration on behalf of the Holders and Other Shareholders other selling shareholders shall have been so allocated. The Company shall not limit the number of Registrable Securities to be included in a registration pursuant to this Agreement in order to include shares held by shareholders with no registration rights or to include any shares of stock issued to employees, officers, directors or consultants pursuant to the Company’s stock option plan or any other employee benefit plan (or, with respect to registrations under Sections 3.1 or 3.4 hereof, in order to include in such registration securities registered for the Company’s own account).

Allocation of Registration Opportunities. In any circumstance in which all of the Registrable Securities and other shares of the Company with registration rights (the “"Other Shares”") requested to be included in a registration contemplated by Section 2(a) on behalf of the Holders or other selling stockholders cannot be so included as a result of limitations of the aggregate number of shares of Registrable Registerable Securities and Other other Shares that may be so included, the number of shares of Registrable Securities and Other other Shares that may be so included shall be allocated among the Holders and Other Shareholders other selling stockholders requesting inclusion of shares pro rata on the basis of the number of shares of Registrable Securities and Other Shares that would be held by such Holders and Other Shareholdersother selling stockholders; provided, however, that such allocation shall not operate to reduce the aggregate number of Registrable Securities and Other Shares to be included in such registration, if . If any Holder or Other Shareholder other selling stockholder does not request inclusion of the maximum number of shares of Registrable Securities and Other other Shares allocated to such Holder or Other Shareholder him pursuant to the above-described procedure, then the remaining portion of such his allocation shall be reallocated among those requesting Holders and Other Shareholders other selling stockholders whose allocations did not satisfy their requests pro rata on the basis of the number of shares of Registrable Securities and Other other Shares which would be held by be such Holders and Other Shareholdersother selling stockholders, assuming conversion, and this procedure shall be repeated until all of the shares of Registrable Securities and Other Shares which may be included in the registration on behalf of the Holders and Other Shareholders other selling stockholders have been so allocated. The Company shall not limit the number of Registrable Securities to be included in a registration pursuant to this Agreement in order to include shares held by stockholders with no registration rights or pursuant to any stock option plan or with respect to registrations under Sections 2.2 or 2.5 hereof, in order to include in such registration securities registered for the Company's own account.

Allocation of Registration Opportunities. In any circumstance in which all of the Registrable Securities and other shares of Common Stock of the Company (including shares of Common Stock issued or issuable upon conversion of shares of any currently unissued series of Preferred Stock of the Company) with registration rights (the “"Other Shares”") requested to be included in a registration contemplated by Section 2(a) on behalf of the Holders or other selling shareholders cannot be so included as a result of limitations of the aggregate number of shares of Registrable Securities and Other Shares that which may be so included, the number of shares of Registrable Securities and Other Shares that which may be so included shall be allocated among the Holders and Other Shareholders other selling shareholders requesting inclusion of shares pro rata on the basis of the number of shares of Registrable Securities and Other Shares that would be held by such Holders and Other Shareholdersother selling shareholders, assuming conversion; provided, however, that, so that such allocation shall not operate to reduce the aggregate number of Registrable Securities and Other Shares to be included in such registration, if any Holder or Other Shareholder other selling shareholder does not request inclusion of the maximum number of shares of Registrable Securities and Other Shares allocated to such Holder or Other Shareholder him pursuant to the above-described procedure, then the remaining portion of such his allocation shall be reallocated among those requesting Holders and Other Shareholders other selling shareholders whose allocations did not satisfy their requests pro rata on the basis of the number of shares of Registrable Securities and Other Shares which that would be held by such Holders and Other Shareholdersother selling shareholders, assuming conversion, and this procedure shall be repeated until all of the shares of Registrable Securities and Other Shares which that may be included in the registration on behalf of the Holders and Other Shareholders other selling shareholders have been so allocated; PROVIDED, FURTHER, that the number of Registrable Securities to be included in a registration pursuant to Section 1.2 hereof shall not be limited pursuant to this Section 1.14. The Company shall not limit the number of Registrable Securities to be included in a registration pursuant to this Agreement in order to include shares held by shareholders with no registration rights or to include shares of stock issued to employees, officers, directors or consultants pursuant to the Company's stock option plan, or with respect to registrations under Sections 1.2 or 1.5 hereof, in order to include in such registration securities registered for the Company's own account.

Allocation of Registration Opportunities. In any circumstance in which all of the Registrable Securities and other shares of Common Stock of the Company (including shares of Common Stock issued or issuable upon conversion of shares of any currently unissued series of Preferred Stock of the Company) with registration rights (the “Other Shares”"OTHER SHARES") requested to be included in a registration contemplated by Section 2(a) on behalf of the Holders or other selling stockholders cannot be so included as a result of limitations of the aggregate number of shares of Registrable Securities and Other Shares that may be so included, the number of shares of Registrable Securities and Other Shares that may be so included shall be allocated among the Holders and Other Shareholders other selling stockholders requesting inclusion of shares pro rata on the basis of the number of shares of Registrable Securities and Other Shares that would be held by such Holders and Other Shareholdersother selling stockholders, assuming conversion; provided, however, so that such allocation shall not operate to reduce the aggregate number of Registrable Securities and Other Shares to be included in such registration, if any Holder or Other Shareholder other selling stockholder does not request inclusion of the maximum number of shares of Registrable Securities and Other Shares allocated to such Holder or Other Shareholder him pursuant to the above-described procedure, then the remaining portion of such his allocation shall be reallocated among those requesting Holders and Other Shareholders other selling stockholders whose allocations did not satisfy their requests pro rata on the basis of the number of shares of Registrable Securities and Other Shares which would be held by such Holders and Other Shareholdersother selling stockholders, assuming conversion, and this procedure shall be repeated until all of the shares of Registrable Securities and Other Shares which may be included in the registration on behalf of the Holders and Other Shareholders other selling stockholders have been so allocated. The Company shall not limit the number of Registrable Securities to be included in a registration pursuant to this Agreement in order to include shares held by stockholders with no registration rights existing on the date hereof or to include founder's stock or any other shares of stock issued to employees, officers, directors, or consultants pursuant to incentive stock plans of the Company, or, with respect to registrations under Sections 2.1 or 2.4 hereof, in order to include in such registration securities registered for the Company's own account.

Allocation of Registration Opportunities. In any circumstance in which If Holders exercise registration rights under Section 3.2 and all of the Registrable Securities and other shares of the Company Company's Voting Common Stock (including shares of Voting Common Stock issued or issuable upon conversion of shares of any currently unissued series of the Company's Non-Voting Common Stock or Preferred Stock) with registration rights (such other securities, the “Other Shares”"OTHER SHARES") requested to be included in a registration contemplated by Section 2(a) on behalf of the Holders or Other Stockholders cannot be so included as a result of limitations of the aggregate number of shares of Registrable Securities and Other Shares that may be so included, then the number of shares of Registrable Securities and Other Shares that may be so included shall be allocated among the Holders and Other Shareholders requesting inclusion of shares Stockholders pro rata on the basis of the number of shares of Registrable Securities and Other Shares that would be held by such Holders and Other ShareholdersStockholders, assuming conversion; provided, however, that such allocation shall not operate to reduce the aggregate number of Registrable Securities and Other Shares to be included in such registration, if any Holder or Other Shareholder does not request inclusion of at least the maximum number of shares of Registrable Securities and Other Shares allocated to such Holder or Other Shareholder Stockholder pursuant to the above-described foregoing procedure, then the remaining portion of such Holder's or Other Stockholder's allocation shall be reallocated among those requesting Holders and or Other Shareholders Stockholders whose allocations did not satisfy their requests pro rata on the basis of the number of shares of Registrable Securities and Other Shares which that would be held by such Holders and Other ShareholdersStockholders , assuming conversion, and this procedure shall be repeated until all of the shares of Registrable Securities and Other Shares which that may be included in the registration on behalf of the Holders and Other Shareholders Stockholders have been so allocated. The Company shall not limit the number of Registrable Securities to be included in a registration pursuant to this Agreement in order to include Other Shares or shares held by stockholders with no registration rights or to include shares of stock held by other employees, officers, directors, or consultants pursuant to any Company stock option plan or otherwise.

Allocation of Registration Opportunities. In any circumstance in which all of the Registrable Securities and other shares Common Stock of the Company with registration rights (the “Other Shares”"OTHER SHARES") requested to be included in a registration contemplated by Section 2(a) on behalf of the holders of Registrable Securities or other selling stockholders cannot be so included as a result of limitations of the aggregate number of shares of Registrable Securities and Other Shares that may be so included, the number of shares of Registrable Securities and Other Shares that may be so included shall be allocated among the Holders holders of Registrable Securities and Other Shareholders other selling stockholders requesting inclusion of shares pro rata on the basis of the number of shares of Registrable Securities and Other Shares that would be held by such Holders holders and Other Shareholders; provided, however, that such allocation shall not operate to reduce the aggregate number other selling stockholders. If any holder of Registrable Securities and Other Shares to be included in such registration, if any Holder or Other Shareholder other selling stockholder does not request inclusion of the maximum number of shares of Registrable Securities and Other Shares allocated to such Holder or Other Shareholder him pursuant to the above-described this procedure, then the remaining portion of such his allocation shall be reallocated among those requesting Holders holders of Registrable Securities and Other Shareholders other selling stockholders whose allocations did not satisfy their requests pro rata on the basis of the number of shares of Registrable Securities and Other Shares which would be held by such Holders holders and Other Shareholders, assuming conversionother selling stockholders, and this procedure shall be repeated until all of the shares of Registrable Securities and Other Shares which may be included in the registration on behalf of the Holders holders of Registrable Securities and Other Shareholders other selling stockholders have been so allocated. The Company shall not limit the number of Registrable Securities to be included in a registration pursuant to this Agreement in order to include shares held by stockholders with no registration rights or to include in that registration shares of stock issued to employees, officers, directors, or consultants pursuant to the Company's stock option plan, or in order to include in such registration securities registered for the Company's own account.

Allocation of Registration Opportunities. In Except as otherwise stated herein, in any circumstance in which all of the Registrable Securities and other shares of Common Stock of the Company (including shares of Common Stock issuable or issued upon conversion of shares of any currently unissued series of Preferred Stock of the Company) with registration rights (the “Other Shares”) requested to be included in a registration contemplated by Section 2(a) on behalf of the Holders or other selling stockholders cannot be so included as a result of limitations imposed upon shares to be underwritten of the aggregate number of shares of Registrable Securities and Other Shares that may be so included, the number of shares of Registrable Securities and Other Shares that may be so included shall be allocated among the Holders and Other Shareholders other selling stockholders requesting inclusion of shares pro rata on the basis of the number of shares of Registrable Securities and Other Shares that would be held by such Holders and Other Shareholdersother selling stockholders proposed to be included in such registration, assuming conversion; provided, however, that such allocation shall not operate to reduce the aggregate number of Registrable Securities and Other Shares to be included in such registration, if any Holder or Other Shareholder other selling stockholder does not request inclusion of the maximum number of shares of Registrable Securities and Other Shares allocated to such Holder or Other Shareholder him pursuant to the above-described procedure, then in which case the remaining portion of such his allocation shall be reallocated among those requesting Holders and Other Shareholders other selling stockholders whose allocations did not satisfy their requests pro rata on the basis of the number of shares of Registrable Securities and Other Shares which would be held by such Holders and Other Shareholdersother selling stockholders, assuming conversion, and this procedure shall be repeated until all of the shares of Registrable Securities and Other Shares which may be included in the registration on behalf of the Holders and Other Shareholders other selling stockholders have been so allocated. Notwithstanding the foregoing, the Company shall not limit the number of Senior Registrable Securities to be included in a registration pursuant to this Agreement in order to include any JVB Shares or shares held by stockholders with no registration rights or to include shares of stock issued to any person other than the Holders or to employees, officers, directors, or consultants pursuant to the any equity incentive plan of the Company, or in the case of registrations under Sections 1.2 or 1.5 hereof, in order to include in such registration securities registered for the Company’s own account; provided, that in the case of a registration initiated by a class of Initiating Holders under Section 1.2, no Registrable Securities that are not in or held upon conversion of the applicable class of Senior Registrable Securities associated with the Initiating Holders shall be included in such registration prior to the inclusion in full of any Senior Registrable Securities of or held upon conversion of such class requested to be included in such registration.

Allocation of Registration Opportunities. In any circumstance in which all of the Registrable Securities and other shares of Common Stock of the Company Corporation (including shares of Common Stock issued or issuable upon exercise of the Warrants) with registration rights (the “"Other Shares”") requested to be included in a registration contemplated by Section 2(a) on behalf of the Holders or other selling stockholders cannot be so included as a result of limitations of the aggregate number of shares of Registrable Securities and Other Shares that may be so included, the number of shares of Registrable Securities and Other Shares that may be so included shall be allocated among the Holders and Other Shareholders other selling stockholders requesting inclusion of shares pro rata on the basis of the number of shares of Registrable Securities and Other Shares that would be held by such Holders and Other Shareholdersother selling stockholders, assuming conversion; provided, however, that such allocation shall not operate to reduce the aggregate number of Registrable Securities and Other Shares to be included in such registration, if any Holder or Other Shareholder other selling stockholder does not request inclusion of the maximum number of shares of Registrable Securities and Other Shares allocated to such Holder or Other Shareholder him pursuant to the above-described procedure, then the remaining portion of such his allocation shall be reallocated among those requesting Holders and Other Shareholders other selling stockholders whose allocations did not satisfy their requests pro rata on the basis of the number of shares of Registrable Securities and Other Shares which would be held by such Holders and Other Shareholdersother selling stockholders, assuming conversion, and this procedure shall be repeated until all of the shares of Registrable Securities and Other Shares which may be included in the registration on behalf of the Holders and Other Shareholders other selling stockholders have been so allocated. The Corporation shall not limit the number of Registrable Securities to be included in a registration pursuant to this Agreement in order to include shares held by stockholders with no registration rights.

Allocation of Registration Opportunities. In any circumstance in which all of the Registrable Securities and other shares of common stock of the Company (including shares of common stock issued or issuable upon exercise/conversion of any outstanding convertible securities of the Company) with registration rights (the “"Other Shares”") requested to be included in a registration contemplated by Section 2(a) on behalf of the Holders or other selling stockholders cannot be so included as a result of limitations of the aggregate number of shares of Registrable Securities and Other Shares that may be so included, the number of shares of Registrable Securities and Other Shares that may be so included shall be allocated among the Holders and Other Shareholders other selling stockholders requesting inclusion of shares pro rata on the basis of the number of shares of Registrable Securities and Other Shares that would be held by such Holders and Other Shareholdersother selling stockholders, assuming conversion; provided, however, that such allocation shall not operate to reduce the aggregate number of Registrable Securities and Other Shares to be included in such registration, if any Holder or Other Shareholder other selling stockholder does not request inclusion of the maximum number of shares of Registrable Securities and Other Shares allocated to such Holder or Other Shareholder him pursuant to the above-described procedure, then in which case the remaining portion of such his allocation shall be reallocated among those requesting Holders and Other Shareholders other selling stockholders whose allocations did not satisfy their requests pro rata on the basis of the number of shares of Registrable Securities and Other Shares which would be held by such Holders and Other Shareholdersother selling stockholders, assuming conversion, and this procedure shall be repeated until all of the shares of Registrable Securities and Other Shares which may be included in the registration on behalf of the Holders and Other Shareholders other selling stockholders have been so allocated. The Company shall not limit the number of Registrable Securities to be included in a registration pursuant to this Agreement in order to include shares held by stockholders with no registration rights or to include shares of stock issued to employees, officers, directors, or consultants pursuant to the Company's stock option or similar compensation plan, or in the case of registrations under Sections 1.3 or 1.6 hereof, in order to include in such registration securities registered for the Company's own account.

Allocation of Registration Opportunities. In any circumstance in which all of the Registrable Securities Excluded Shares and other shares of the Company with registration rights (the “"Other Shares”") requested to be included in a registration contemplated by Section 2(a) on behalf of the Holders or Other Stockholders cannot be so included as a result of limitations of the aggregate number of shares of Registrable Securities Excluded Shares and Other Shares that may be so included, the number of shares of Registrable Securities Excluded Shares and Other Shares that may be so included shall be allocated among the Holders and Other Shareholders Stockholders requesting inclusion of shares pro rata on the basis of the number of shares of Registrable Securities Excluded Shares and Other Shares held by such Holders and Other ShareholdersStockholders; provided, however, that such allocation shall not operate to reduce the aggregate number of Registrable Securities Excluded Shares and Other Shares to be included in such registration, if . If any Holder or Other Shareholder Stockholder does not request inclusion of the maximum number of shares of Registrable Securities Excluded Shares and Other Shares allocated to such Holder or Other Shareholder him pursuant to the above-described procedure, then the remaining portion of such his allocation shall be reallocated among those requesting Holders and Other Shareholders Stockholders whose allocations did not satisfy their requests pro rata on the basis of the number of shares of Registrable Securities Excluded Shares and Other Shares which would be held by such Holders and Other ShareholdersStockholders, assuming conversion, and this procedure shall be repeated until all of the shares of Registrable Securities Excluded Shares and Other Shares which may be included in the registration on behalf of the Holders and Other Shareholders Stockholders have been so allocated.

Allocation of Registration Opportunities. In any circumstance in which all of the Registrable Securities and other shares of Common Stock of the Company with registration rights (the “"Other Shares”") requested to be included in a registration contemplated by Section 2(a) on behalf of the Holders or other selling stockholders cannot be so included as a result of limitations of the aggregate number of shares of Registrable Securities and Other Shares that may be so included, the number of shares of Registrable Securities and Other Shares that may be so included shall be allocated among the Holders and Other Shareholders other selling stockholders requesting inclusion of shares pro rata on the basis of the number of shares of Registrable Securities and Other Shares that would be held by such Holders and Other Shareholdersother selling stockholders; provided, however, that such allocation shall not operate to reduce the aggregate number of Registrable Securities and Other Shares to be included in such registration, if any Holder or Other Shareholder other selling stockholder does not request inclusion of the maximum number of shares of Registrable Securities and Other Shares allocated to such Holder or Other Shareholder him pursuant to the above-described procedure, then the remaining portion of such this allocation shall be reallocated among those requesting Holders and Other Shareholders other selling stockholders whose allocations did not satisfy their requests pro rata on the basis of the number of shares of Registrable Securities and Other Shares which that would be held by such Holders and Other Shareholdersother selling stockholders, assuming such conversion, and this procedure shall be repeated until all of the shares of Registrable Securities and Other Shares which may be included in the registration on behalf of the Holders and Other Shareholders other selling stockholders have been so allocated. The Company shall not limit the number of Registrable Securities to be included in a registration pursuant to this Agreement in order to include shares held by stockholders with no registration rights.

Allocation of Registration Opportunities. In any circumstance in which all of the Additional Registrable Securities and other shares of the Company Purchaser with registration rights (the “Other Shares”) requested to be included in a registration contemplated by Section 2(a1.3(b) cannot be so included as a result of limitations of the aggregate number of shares of Additional Registrable Securities and Other Shares that may be so included, the number of shares of Additional Registrable Securities and Other Shares that may be so included shall be allocated allocated, subject to the registration rights applicable to the Other Shares which shall control in event of a conflict with provisions hereof, among the Holders and Other Shareholders requesting inclusion of shares pro rata on the basis of the number of shares of Additional Registrable Securities and Other Shares held by such Holders and Other Shareholders; provided, however, that such allocation shall not operate to reduce the aggregate number of Additional Registrable Securities and Other Shares to be included in such registration, if any Holder or Other Shareholder does not request inclusion of the maximum number of shares of Additional Registrable Securities and Other Shares allocated to such Holder or Other Shareholder pursuant to the above-described procedure, then the remaining portion of such allocation shall be reallocated among those requesting Holders and Other Shareholders whose allocations did not satisfy their requests pro rata on the basis of the number of shares of Additional Registrable Securities and Other Shares which would be held by such Holders and Other Shareholders, assuming conversion, and this procedure shall be repeated until all of the shares of Additional Registrable Securities and Other Shares which may be included in the registration on behalf of the Holders and Other Shareholders have been so allocated.

Allocation of Registration Opportunities. In If (i) other securityholders of ACI ("Other Securityholders") have the right to have their shares of Common Stock, whether then issued or issuable in the future upon the exercise of any circumstance warrant, option or similar right or upon the conversion or exchange of any convertible or exchangeable security ("Other Shares"), included in which the same registration statement as the Registrable Stock, (ii) the agreement or agreements setting forth the registration rights of the Other Securityholders do not grant to any of the Other Securityholders a preference or priority to have some or all of the Registrable Securities and other Other Shares included in the registration statement before shares of the Company with Registrable Stock held by the Holder are included, and, (iii) ACI has required, pursuant to Section 1.1.2, that a specified portion, but not all, of the shares of the Registrable Stock and the Other Shares be excluded from such registration rights (the “Other Shares”) requested to be included statement, then, in a registration contemplated by Section 2(a) cannot be so included as a result of limitations of such events, the aggregate number of shares of Registrable Securities and Other Shares that may be so included, the number of shares of Registrable Securities Stock and Other Shares that may be so included shall be allocated among the Holders Holder and Other Shareholders Securityholders requesting inclusion of shares pro rata on the basis of the number of shares of Registrable Securities Stock and Other Shares held by such Holders the Holder and Other Shareholders; providedSecurityholders. Such allocation shall not, however, that such allocation shall not operate to reduce the aggregate number of shares of Registrable Securities Stock and Other Shares to be included in such registration, if . If any Holder or any Other Shareholder Stockholder does not request inclusion of the maximum number of shares of Registrable Securities Stock and Other Shares allocated to such Holder or Other Shareholder Person pursuant to the above-described procedure, then the remaining portion of any such Person's allocation shall be reallocated among those requesting Holders the Holder and Other Shareholders Stockholders whose allocations did not satisfy their requests pro rata on the basis of the number of shares of Registrable Securities Stock and Other Shares which would be held by such Holders the Holder and Other Shareholders, assuming conversionStockholders, and this procedure shall be repeated until all of the shares of Registrable Securities Stock and Other Shares which may be included in the registration on behalf of the Holders Holder and Other Shareholders Stockholders have been so allocated.

Allocation of Registration Opportunities. In any circumstance in which all of the Registrable Securities and other shares of the Company with registration rights (the “"Other 8 91 Shares”") requested to be included in a registration contemplated by Section 2(a) on behalf of the Holders or Other Stockholders cannot be so included as a result of limitations of the aggregate number of shares of Registrable Securities and Other Shares that may be so included, the number of shares of Registrable Securities and Other Shares that may be so included shall be allocated among the Holders and Other Shareholders Stockholders requesting inclusion of shares pro rata on the basis of the number of shares of Registrable Securities and Other Shares held by such Holders and Other ShareholdersStockholders; provided, however, that such allocation shall not operate to reduce the aggregate number of Registrable Securities and Other Shares to be included in such registration, if any Holder or Other Shareholder Stockholder does not request inclusion of the maximum number of shares of Registrable Securities and Other Shares allocated to such Holder or Other Shareholder him pursuant to the above-described procedure, then the remaining portion of such his allocation shall be reallocated among those requesting Holders and Other Shareholders Stockholders whose allocations did not satisfy their requests pro rata on the basis of the number of shares of Registrable Securities and Other Shares which would be held by such Holders and Other ShareholdersStockholders, assuming conversion, and this procedure shall be repeated until all of the shares of Registrable Securities and Other Shares which may be included in the registration on behalf of the Holders and Other Shareholders Stockholders have been so allocated.

Allocation of Registration Opportunities. In any circumstance in which all of the Registrable Securities and other shares Common Stock of the Company with registration rights (the “Other "OTHER Shares”") requested to be included in a registration contemplated by Section 2(a) on behalf of the Holder or other selling stockholders cannot be so included as a result of limitations of the aggregate number of shares of Registrable Securities and Other Shares that may be so included, the number of shares of Registrable Securities and Other Shares that may be so included shall be allocated among the Holders Holder and Other Shareholders the other selling stockholders requesting inclusion of shares pro rata on the basis of the number of shares of Registrable Securities and Other Shares that would be held by the Holder and such Holders and Other Shareholders; provided, however, that such allocation shall not operate to reduce other selling stockholders. If the aggregate number of Registrable Securities and Other Shares to be included in such registration, if any Holder or Other Shareholder any other selling stockholder does not request inclusion of the maximum number of shares of Registrable Securities and Other Shares allocated to such Holder or Other Shareholder it pursuant to the above-described this procedure, then the remaining portion of such its allocation shall be reallocated among those requesting Holders holders of Registrable Securities and Other Shareholders other selling stockholders whose allocations did not satisfy their requests pro rata on the basis of the number of shares of Registrable Securities and Other Shares which would be held by such Holders holders and Other Shareholders, assuming conversionother selling stockholders, and this procedure shall be repeated until all of the shares of Registrable Securities and Other Shares which may be included in the registration on behalf of the Holders Holder and Other Shareholders other selling stockholders have been so allocated. The Company shall not limit the number of Registrable Securities to be included in a registration pursuant to this Agreement in order to include shares held by stockholders with no registration rights or to include in that registration shares of stock issued to employees, officers, directors, or consultants pursuant to the Company's stock option plan.

Allocation of Registration Opportunities. In any circumstance in which all of the Registrable Securities and other shares of the Company (including shares of Common Stock issued or issuable upon conversion of shares of any currently unissued series of preferred stock of the Company) with registration rights (the “"Other Shares”") requested to be included in a ------------ registration contemplated by Section 2(a) on behalf of the Holders or other selling stockholders cannot be so included as a result of limitations of the aggregate number of shares of Registrable Securities and Other Shares that may be so included, the number of shares of Registrable Securities and Other Shares that may be so included shall be allocated among the Holders and Other Shareholders other selling stockholders requesting inclusion of shares pro rata on the basis of the number of shares of Registrable Securities and Other Shares that would be held by such Holders and Other Shareholdersother selling stockholders, assuming conversion; provided, however, that such allocation shall -------- ------- not operate to reduce the aggregate number of Registrable Securities and Other Shares to be included in such registration, if any Holder or Other Shareholder other selling stockholder does not request inclusion of the maximum number of shares of Registrable Securities and Other Shares allocated to such Holder or Other Shareholder him pursuant to the above-above- described procedure, then in which case the remaining portion of such his allocation shall be reallocated among those requesting Holders and Other Shareholders other selling stockholders whose allocations did not satisfy their requests pro rata on the basis of the number of shares of Registrable Securities and Other Shares which would be held by such Holders and Other Shareholdersother selling stockholders, assuming conversion, and this procedure shall be repeated until all of the shares of Registrable Securities and Other Shares which may be included in the registration on behalf of the Holders and Other Shareholders other selling stockholders have been so allocated.

Allocation of Registration Opportunities. In any circumstance in which all of the Registrable Securities Stock and other shares of the Company Common Stock (including shares of Common Stock issued or issuable upon conversion of shares of any currently unissued series of preferred stock of ACI) with registration rights (the “"Other Shares”") requested to be included in a registration contemplated by Section 2(aon behalf of the Holder or other selling stockholders ("Other Stockholders") cannot be so included as a result of limitations of the aggregate number of shares of Registrable Securities Stock and Other Shares that may be so included, other than as provided in Section 1.1.2, the number of shares of Registrable Securities Stock and Other Shares that may be so included shall be allocated among the Holders Holder and Other Shareholders Stockholders requesting inclusion of shares pro rata on the basis of the number of shares of Registrable Securities Stock and Other Shares that would be held by such Holders the Holder and Other ShareholdersStockholders, assuming conversion; provided, however, that such allocation shall not operate to reduce the aggregate number of shares of Registrable Securities Stock and Other Shares to be included in such registration, if . If any Holder or any Other Shareholder Stockholder does not request inclusion of the maximum number of shares of Registrable Securities Stock and Other Shares allocated to such Holder or Other Shareholder Person pursuant to the above-described procedure, then the remaining portion of any such Person's allocation shall be reallocated among those requesting Holders the Holder and Other Shareholders Stockholders whose allocations did not satisfy their requests pro rata on the basis of the number of shares of Registrable Securities Stock and Other Shares which would be held by such Holders the Holder and Other ShareholdersStockholders, assuming conversion, and this procedure shall be repeated until all of the shares of Registrable Securities Stock and Other Shares which may be included in the registration on behalf of the Holders Holder and Other Shareholders Stockholders have been so allocated.

Allocation of Registration Opportunities. In Except as otherwise provided in this Agreement, in any circumstance in which all of the Registrable Securities and other shares of the Company with registration rights (the “Other Shares”) Shares requested to be included in a registration contemplated by Section 2(a) on behalf of the Holders or Other Stockholders cannot be so included as a result of limitations of in the aggregate number of shares of Registrable Securities and Other Shares that may be so included, the number of shares of Registrable Securities and Other Shares that may be so included (if any) shall be allocated among the Holders and excluded, first by excluding Other Shareholders requesting inclusion of shares Shares, pro rata on the basis of the number of shares of Registrable Securities and Other Shares held by such Holders Other Stockholders, and Other Shareholders; providedthereafter by excluding Registrable Securities, howeverpro rata on the basis of the number of Registrable Securities held by such Holders, that such allocation shall not operate to reduce until the aggregate number of Registrable Securities and Other Shares to (if any) may be included in such registration, if . If any Holder or Other Shareholder Stockholder does not request inclusion of the maximum number of shares of Registrable Securities and Other Shares allocated to such Holder or Other Shareholder person pursuant to the above-above described procedureformula, then the remaining portion of such person’s allocation shall be reallocated among those requesting Holders and and/or Other Shareholders Stockholders whose allocations did not satisfy their requests requests, pro rata on the same basis of the number of shares of Registrable Securities and Other Shares which would be held by such Holders and Other Shareholders, assuming conversionas described above, and this procedure shall be repeated until all of the shares of Registrable Securities and and/or Other Shares which that may be included in the such registration on behalf of the Holders and and/or Other Shareholders Stockholders have been so allocated. For purposes of the preceding sentence concerning apportionment, for any selling stockholder that is a Holder of Registrable Securities and that is a venture capital fund, private equity fund, other investment fund, partnership or corporation, the affiliated venture capital funds, private equity funds, other investment funds, partners, retired partners and stockholders of such Holder, or the estates and Family Members of any such partners and retired partners and any trusts for the benefit of any of the foregoing persons shall be deemed to be a single “selling Holder,” and any pro rata reduction with respect to such “selling Holder” shall be based upon the aggregate amount of Registrable Securities owned by all such related entities and individuals.

Allocation of Registration Opportunities. (a) In connection with each underwritten registration, in any circumstance in which all of the Registrable Securities and other shares of Common Stock of the Company (including shares of Common Stock issued or issuable upon conversion of shares of any currently unissued series of Preferred Stock of the Company) with registration rights (the “"Other Shares”") requested to be included in a registration contemplated by Section 2(a) on behalf of the holders of Registrable Securities or Other Stockholders cannot be so included as a result of limitations of the aggregate number of shares of Registrable Securities and Other Shares that may be so included, the number of shares of Registrable Securities and Other Shares that may be so included shall be allocated among the Holders holders of Registrable Securities and Other Shareholders Stockholders so as to first reduce to zero (0) the number of Other Shares to be included in such registration. Thereafter, the number of Registrable Securities that may be so included shall be allocated among the holders of Registrable Securities requesting inclusion of shares pro rata on the basis of the number of shares of Registrable Securities and Other Shares held by such Holders and Other Shareholdersholders; provided, however, that such allocation among Holders shall not operate to reduce the aggregate number of Registrable Securities and Other Shares to be included in such registration; and provided, if any further that, in the case of a requested registration by Holder under Section 1.3, the Holder Shares for which registration has been requested shall not be reduced, limited or Other Shareholder does not request inclusion of the maximum number of shares of cut back unless and until all other Registrable Securities and Other Shares allocated to such Holder or Other Shareholder pursuant to the above-described procedure, then the remaining portion of such allocation shall be reallocated among those requesting Holders and Other Shareholders whose allocations did not satisfy their for which requests pro rata on the basis of the number of shares of Registrable Securities and Other Shares which would be held by such Holders and Other Shareholders, assuming conversion, and this procedure shall be repeated until all of the shares of Registrable Securities and Other Shares which may be included in the for registration on behalf of the Holders and Other Shareholders have been so allocatedmade have been reduced or cut back to zero.

Allocation of Registration Opportunities. In any circumstance in which all of the Registrable Securities and other shares of the Company with registration rights (the “Other Shares”) Shares requested to be included in a registration contemplated by Section 2(a) on behalf of the Holders or other selling stockholders cannot be so included as a result of limitations of the aggregate number of shares of Registrable Securities and Other Shares that may be so included, the number of shares of Registrable Securities and Other Shares that may be so included shall be allocated among the Holders and Other Shareholders Stockholders requesting inclusion of shares pro rata on the basis of the number of shares of Registrable Securities and Other Shares that would be held by such Holders and Other ShareholdersStockholders, assuming conversion; provided, however, that such allocation shall not operate to reduce the aggregate number of Registrable Securities and Other Shares to be included in such registration, if any Holder or Other Shareholder Stockholder does not request inclusion of the maximum number of shares of Registrable Securities and Other Shares allocated to such Holder or Other Shareholder him pursuant to the above-described procedure, then the remaining portion of such his allocation shall be reallocated among those requesting Holders and Other Shareholders Stockholders whose allocations did not satisfy their requests pro rata on the basis of the number of shares of Registrable Securities and Other Shares which would be held by such Holders and Other ShareholdersStockholders, assuming conversion, and this procedure shall be repeated until all of the shares of Registrable Securities and Other Shares which may be included in the registration on behalf of the Holders and Other Shareholders Stockholders have been so allocated.

Allocation of Registration Opportunities. In any circumstance in which all of the Registrable Securities and other shares of the Company Shares with registration rights (the “"Other Shares”") requested to be included in a registration contemplated by Section 2(a) on behalf of the Holders or other selling stockholders cannot be so included as a result of limitations of on the aggregate number of shares of Registrable Securities and Other Shares that may be so included, the number of shares of Registrable Securities and Other Shares that may be so included shall be allocated among the Holders and Other Shareholders other selling stockholders requesting inclusion of shares pro rata on the basis of the number of shares of Registrable Securities and Other Shares that would be held by such Holders and Other Shareholdersother selling stockholders, assuming conversion; provided, provided however, so that such allocation shall not operate to reduce the aggregate number of Registrable Securities and Other Shares to be included in such registration, if any Holder or Other Shareholder other selling stockholder does not request inclusion of the maximum number of shares of Registrable Securities and Other Shares allocated to such Holder or Other Shareholder him pursuant to the above-described procedure, then the remaining portion of such his allocation shall be reallocated among those requesting Holders and Other Shareholders other selling stockholders whose allocations did not satisfy their requests pro rata on the basis of the number of shares of Registrable Securities and Other other Shares which would be held by such Holders and Other Shareholdersother selling stockholders, assuming conversion, and this procedure shall be repeated until all of the shares of Registrable Securities and Other other Shares which may be included in the registration on behalf of the Holders and Other Shareholders other selling stockholders have been so allocated. The Company shall not limit the number of Registrable Securities to be included in a registration pursuant to this Agreement in order to include shares held by stockholders with no registration rights or to include founder's stock or any other shares of stock issued to employees, officers, directors, or consultants pursuant to any Company stock plan(s) in order to include in such registration securities registered for the Company's own account.

Allocation of Registration Opportunities. In any circumstance in of which all of the Registrable Securities and other shares of Common Stock of the Company with registration rights (the “Other Shares”"OTHER SHARES") requested to be included in a registration contemplated by Section 2(aon behalf of the Holders or other selling stockholders (collectively "PARTICIPATING HOLDERS") cannot be so included as a result of limitations of the aggregate number of shares of Registrable Securities and Other Shares that may be so included, subject to the rights of other selling shareholders under the Registration Rights Agreements listed in Schedule A, the number of shares of Registrable Securities and Other Shares that may be so included shall be allocated among the Participating Holders and Other Shareholders requesting inclusion of shares pro rata on based upon the basis ratio of the number of shares of Registrable Securities and or Other Shares held by such Holders Participating Holder and the total number of Registrable Securities and Other ShareholdersShares then outstanding and owned by all the Participating Holders; provided, however, that such allocation shall not operate to reduce the aggregate number of Registrable Securities and Other Shares to be included in such registration, and if any Participating Holder or Other Shareholder does not request inclusion of the maximum number of shares of Registrable Securities and Other Shares allocated to such Participating Holder or Other Shareholder pursuant to the above-described procedure, then the remaining portion of such Participating Holder's allocation shall be reallocated among those requesting Participating Holders and Other Shareholders whose allocations did not satisfy their requests requests, up to that number that can be accommodated pro rata on based upon the basis ratio of the number of shares Registrable Securities or Other Shares already included of a Participating Holder and the total number of Registrable Securities and Other Shares which would be held by such already included of Participating Holders and Other Shareholders, assuming conversion, desiring to participate in the additional allocation and this procedure shall be repeated until all of the shares of Registrable Securities and Other Shares which may be included in the registration on behalf of the Participating Holders and Other Shareholders have been so allocated.

Allocation of Registration Opportunities. In If any circumstance in which Holders exercise registration rights under Section 1.2 or 1.4 (but not Section 1.1), and all of the such Holders' Registrable Securities and requested to be included in a registration, along with all other shares securities (including Registrable Securities) of the Company with registration rights (the “"Other Shares”") requested to be included in a registration contemplated by Section 2(a) on behalf of other selling stockholders, cannot be so included as a result of limitations of the aggregate number of shares of Registrable Securities and Other Shares that may be so included, then the number of shares of the Holders' Registrable Securities and Other Shares that may be so included shall will be allocated among the Holders and Other Shareholders requesting inclusion of shares pro rata on the basis of the number of shares of the Holders' Registrable Securities and Other Shares that would be held by such Holders and Other ShareholdersHolders, assuming conversion; provided, however, that such allocation shall not operate to reduce the aggregate number of Registrable Securities and Other Shares to be included in such registration, if any Holder or Other Shareholder does not request inclusion of at least the maximum number of shares of Registrable Securities and Other Shares allocated to such Holder or Other Shareholder selling stockholder pursuant to the above-described foregoing procedure, then the remaining portion of such Holder's allocation shall will be reallocated among those requesting Holders and Other Shareholders whose allocations did not satisfy their requests pro rata on the basis of the number of shares of Registrable Securities and Other Shares which that would be held by such Holders and Other ShareholdersHolders, assuming conversion, and this procedure shall will be repeated until all of the shares of Registrable Securities and Other Shares which that may be included in the registration on behalf of the Holders and Other Shareholders other selling stockholders have been so allocated. The Company will not limit the number of any Holder's Registrable Securities to be included in a registration pursuant to this Agreement in order to include Other Shares or, in the case of registrations under Section 1.4, in order to include in such registration securities registered for the Company's own account.

Allocation of Registration Opportunities. In any circumstance in which all of the Registrable Securities and other shares of Common Stock of the Company (including shares of Common Stock issued or issuable upon conversion of shares of any currently unissued series of Preferred Stock of the Company) with registration rights (the “Other Shares”"OTHER SHARES") requested to be included in a registration contemplated by Section 2(a) on behalf of the Holders or other selling stockholders cannot be so included as a result of limitations of the aggregate number of shares of Registrable Securities and Other Shares other shares that may be so included, the number of shares of Registrable Securities and Other Shares other shares that may be so included shall be allocated among the Holders and Other Shareholders other selling stockholders requesting inclusion of shares pro rata on the basis of the number of shares of Registrable Securities and Other Shares other shares that would be held by such Holders and Other Shareholdersother selling stockholders, assuming conversion; provided, however, that such allocation shall not operate to reduce the aggregate number of Registrable Securities and Other Shares other shares to be included in such registration, if any Holder or Other Shareholder other selling stockholder does not request inclusion of the maximum number of shares of Registrable Securities and Other Shares other shares allocated to such Holder him or Other Shareholder her pursuant to the above-described procedure, then in which case the remaining portion of such his allocation shall be reallocated among those requesting Holders and Other Shareholders other selling stockholders whose allocations did not satisfy their requests pro rata on the basis of the number of shares of Registrable Securities and Other Shares other shares which would be held by such Holders and Other Shareholdersother selling stockholders, assuming conversion, and this procedure shall be repeated until all of the shares of Registrable Securities and Other Shares other shares which may be included in the registration on behalf of the Holders and Other Shareholders other selling stockholders have been so allocated. The Company shall not limit the number of Registrable Securities to be included in a registration pursuant to this Agreement in order to include shares held by stockholders with no registration rights or to include shares of stock issued to founders of the Company or to employees, officers, directors, or consultants pursuant to the Company's 1996 Incentive Stock Option Plan, or in the case of registrations under Sections 1.2 or 1.5 hereof, in order to include in such registration securities registered for the Company's own account.

Allocation of Registration Opportunities. In any circumstance in which all of the Registrable Securities and other shares of Common Stock of the Company (including shares of Common Stock issued or issuable upon conversion of shares of any currently unissued series of Preferred Stock of the Company) with registration rights (the “Other Shares”) requested to be included in a registration contemplated by Section 2(a) on behalf of the Holders or other selling stockholders cannot be so included as a result of limitations of the aggregate number of shares of Registrable Securities and Other Shares that may be so included, the number of shares of Registrable Securities and Other Shares that may be so included shall be allocated among the Holders and Other Shareholders other selling stockholders requesting inclusion of shares pro rata on the basis of the number of shares of Registrable Securities and Other Shares that would be held by such Holders and Other Shareholdersother selling stockholders, assuming conversion; provided, however, that such allocation shall not operate to reduce the aggregate number of Registrable Securities and Other Shares to be included in such registration, if any Holder or Other Shareholder other selling stockholder does not request inclusion of the maximum number of shares of Registrable Securities and Other Shares allocated to such Holder or Other Shareholder him pursuant to the above-above- described procedure, then in which case the remaining portion of such his allocation shall be reallocated among those requesting Holders and Other Shareholders other selling stockholders whose allocations did not satisfy their requests pro rata on the basis of the number of shares of Registrable Securities and Other Shares which would be held by such Holders and Other Shareholdersother selling stockholders, assuming conversion, and this procedure shall be repeated until all of the shares of Registrable Securities and Other Shares which may be included in the registration on behalf of the Holders and Other Shareholders other selling stockholders have been so allocated. The Company shall not limit the number of Registrable Securities to be included in a registration pursuant to this Agreement in order to include shares held by stockholders with no registration rights or to include shares of stock issued to employees, officers, directors, or consultants pursuant to the Company’s stock option or similar compensation plan, or in the case of registrations under Sections 1.3 or 1.6 hereof, in order to include in such registration securities registered for the Company’s own account.

Allocation of Registration Opportunities. In any circumstance in which all of the Registrable Securities Stock and other shares of the Company Common Stock (including shares of Common Stock issued or issuable upon conversion of shares of any currently unissued series of preferred stock of ACI) with registration rights (the “Other Shares”) requested to be included in a registration contemplated by Section 2(aon behalf of the Holders or other selling stockholders (“Other Stockholders”) cannot be so included as a result of limitations of the aggregate number of shares of Registrable Securities Stock and Other Shares that may be so included, other than as provided in Section 1.2.2, the number of shares of Registrable Securities Stock and Other Shares that may be so included shall be allocated among the Holders and Other Shareholders Stockholders requesting inclusion of shares pro rata on the basis of the number of shares of Registrable Securities Stock and Other Shares that would be held by such the Holders and Other ShareholdersStockholders, assuming conversion; provided, however, that such allocation shall not operate to reduce the aggregate number of shares of Registrable Securities Stock and Other Shares to be included in such registration, if . If any Holder or any Other Shareholder Stockholder does not request inclusion of the maximum number of shares of Registrable Securities Stock and Other Shares allocated to such Holder or Other Shareholder Person pursuant to the above-described procedure, then the remaining portion of any such Person’s allocation shall be reallocated among those requesting the Holders and Other Shareholders Stockholders whose allocations did not satisfy their requests pro rata on the basis of the number of shares of Registrable Securities Stock and Other Shares which would be held by such the Holders and Other ShareholdersStockholders, assuming conversion, and this procedure shall be repeated until all of the shares of Registrable Securities Stock and Other Shares which may be included in the registration on behalf of the Holders and Other Shareholders Stockholders have been so allocated.

Allocation of Registration Opportunities. In any circumstance in which If Holders exercise registration rights under Section 3.2 or Section 3.4 and all of the Registrable Securities and other shares of the Company Company's Voting Common Stock (including shares of Voting Common Stock issued or issuable upon conversion of shares of any currently unissued series of the Company's Non-Voting Common Stock or Preferred Stock) with registration rights (such other securities, the “Other Shares”"OTHER SHARES") requested to be included in a registration contemplated by Section 2(a) on behalf of the Holders or Other Stockholders cannot be so included as a result of limitations of the aggregate number of shares of Registrable Securities and Other Shares that may be so included, then the number of shares of Registrable Securities and Other Shares that may be so included shall be allocated among the Holders and Other Shareholders requesting inclusion of shares Stockholders pro rata on the basis of the number of shares of Registrable Securities and Other Shares that would be held by such Holders and Other ShareholdersStockholders, assuming conversion; provided, however, that such allocation shall not operate to reduce the aggregate number of Registrable Securities and Other Shares to be included in such registration, if any Holder or Other Shareholder does not request inclusion of at least the maximum number of shares of Registrable Securities and Other Shares allocated to such Holder or Other Shareholder Stockholder pursuant to the above-described foregoing procedure, then the remaining portion of such Holder's or Other Stockholder's allocation shall be reallocated among those requesting Holders and or Other Shareholders Stockholders whose allocations did not satisfy their requests pro rata on the basis of the number of shares of Registrable Securities and Other Shares which that would be held by such Holders and Other ShareholdersStockholders, assuming conversion, and this procedure shall be repeated until all of the shares of Registrable Securities and Other Shares which that may be included in the registration on behalf of the Holders and Other Shareholders Stockholders have been so allocated. The Company shall not limit the number of Registrable Securities to be included in a registration pursuant to this Agreement in order to include Other Shares or shares held by stockholders with no registration rights or to include shares of stock held by other employees, officers, directors, or consultants pursuant to any Company stock option plan or otherwise.

Allocation of Registration Opportunities. In any circumstance in which all of the Registrable Securities and other shares of Common Stock of the Company (including shares of Common Stock issued or issuable upon conversion of shares of any currently unissued series of Preferred Stock of the Company) with registration rights (the “"Other Shares”") requested to be included in a ------------ registration contemplated by Section 2(a) on behalf of the Holders or other selling stockholders cannot be so included as a result of limitations of the aggregate number of shares of Registrable Securities and Other Shares that may be so included, the number of shares of Registrable Securities and Other Shares that may be so included shall be allocated among the Holders and Other Shareholders other selling stockholders requesting inclusion of shares pro rata on the basis of the number of shares of Registrable Securities and Other Shares that would be held by such Holders and Other Shareholdersother selling stockholders, assuming conversion; provided, however, that such allocation shall -------- ------- not operate to reduce the aggregate number of Registrable Securities and Other Shares to be included in such registration, if any Holder or Other Shareholder other selling stockholder does not request inclusion of the maximum number of shares of Registrable Securities and Other Shares allocated to such Holder or Other Shareholder him pursuant to the above-described procedure, then in which case the remaining portion of such his allocation shall be reallocated among those requesting Holders and Other Shareholders other selling stockholders whose allocations did not satisfy their requests pro rata on the basis of the number of shares of Registrable Securities and Other Shares which would be held by such Holders and Other Shareholdersother selling stockholders, assuming conversion, and this procedure shall be repeated until all of the shares of Registrable Securities and Other Shares which may be included in the registration on behalf of the Holders and Other Shareholders other selling stockholders have been so allocated. The Company shall not limit the number of Registrable Securities to be included in a registration pursuant to this Agreement in order to include shares held by stockholders with no registration rights or to include shares of stock issued to employees, officers, directors, or consultants pursuant to the Company's stock option or similar compensation plan, or in the case of registrations under Sections 1.3 or 1.6 hereof, in order to include in such registration securities registered for the Company's own account.

Allocation of Registration Opportunities. In any circumstance in ---------------------------------------- which all of the Registrable Securities and other shares of the Company with registration rights (the “Other Shares”) Shares requested to be included in a registration contemplated by Section 2(a) on behalf of the Holders or other selling stockholders cannot be so included as a result of limitations of the aggregate number of shares of Registrable Securities and Other Shares that may be so included, the number of shares of Registrable Securities and Other Shares that may be so included shall be allocated among the reduced pro rata amongst all Holders and Other Shareholders requesting inclusion of shares pro rata other selling stockholders on the basis of the number of shares of Registrable Securities and Other Shares held by to be included in such Holders and Other Shareholdersregistration, assuming conversion; provided, however, so that such allocation -------- ------- shall not operate to reduce the aggregate number of Registrable Securities and Other Shares to be included in such registration, if any Holder or Other Shareholder other selling stockholders does not request inclusion of the maximum number of shares of Registrable Securities and Other Shares allocated to such Holder or Other Shareholder him pursuant to the above-above- described procedure, then the remaining portion of such his allocation shall be reallocated among those requesting Holders and Other Shareholders other selling stockholders whose allocations did not satisfy their requests pro rata on the basis of the number of shares of Registrable Securities and Other Shares which would be held by such Holders and Other Shareholders, assuming conversionrequests, and this procedure shall be repeated until all of the shares of Registrable Securities and Other Shares which may be included in the registration on behalf of the Holders and Other Shareholders other selling stockholders have been so allocated. The Company shall not limit the number of Registrable Securities or Other Shares to be included in a registration pursuant to this Agreement in order to include shares held by stockholders with no registration rights or to include other shares of stock issued to employees, officers, directors or consultants, or, with respect to registrations under Section 2.1 or 2.4 hereof, in order to include in such registration securities registered for the Company's own account.

Allocation of Registration Opportunities. In any circumstance ---------------------------------------- in which all of the Registrable Securities and other shares of Common Stock of the Company (including shares of Common Stock issued or issuable upon conversion of shares of any currently unissued series of Preferred Stock of the Company) with registration rights (the “"Other Shares”") requested to be included in a registration contemplated by Section 2(a) on behalf of the Holders or other selling stockholders cannot be so included as a result of limitations of the aggregate number of shares of Registrable Securities and Other Shares that may be so included, the number of shares of Registrable Securities and Other Shares that may be so included shall be allocated among the Holders and Other Shareholders other selling stockholders requesting inclusion of shares pro rata on the basis of the number of shares of Registrable Securities and Other Shares that would be held by such Holders and Other Shareholdersother selling stockholders, assuming conversion; provided, however, so that such allocation shall not operate to reduce the aggregate number of Registrable Securities and Other Shares to be included in such registration, if any Holder or Other Shareholder other selling stockholder does not request inclusion of the maximum number of shares of Registrable Securities and Other Shares allocated to such Holder or Other Shareholder him pursuant to the above-above- described procedure, then the remaining portion of such his allocation shall be reallocated among those requesting Holders and Other Shareholders other selling stockholders whose allocations did not satisfy their requests pro rata on the basis of the number of shares of Registrable Securities and Other Shares which would be held by such Holders and Other Shareholdersother selling stockholders, assuming conversion, and this procedure shall be repeated until all of the shares of Registrable Securities and Other Shares which may be included in the registration on behalf of the Holders and Other Shareholders other selling stockholders have been so allocated. Notwithstanding anything herein to the contrary, (a) the Company shall not, without the written consent of the Holders of a majority of the Registrable Securities, limit the number of Registrable Securities to be included in a registration pursuant to this Agreement in order to include shares held by stockholders with no registration rights or to include founder's stock or any other shares of stock (other than the Shares) issued to employees, officers, directors or consultants pursuant to any stock option plan adopted by the Company or, with respect to registrations under Section 1.3 and Section 1.6 hereof, in order to include in such registration securities registered for the Company's own account, and (b) the aggregate number of Other Shares includable in the allocation provisions of this Section 1.14 shall not exceed 820,000 without the consent of the holders of a majority of the Registrable Securities.

Allocation of Registration Opportunities. In any circumstance in ---------------------------------------- which all of the Registrable Securities and other shares of New Common Stock of the Company (other than shares of New Common Stock issued or issuable upon conversion of shares of any currently unissued series of New Preferred Stock of the Company) with registration rights (the “"Other Shares”") requested to be included in a registration contemplated by Section 2(a) on behalf of the Holders or other selling shareholders cannot be so included as a result of limitations of the aggregate number of shares of Registrable Securities and Other Shares that may be so included, the number of shares of Registrable Securities and Other Shares that may be so included shall be allocated among the Holders and Other Shareholders other selling shareholders requesting inclusion of shares pro rata on the basis of the number of shares of Registrable Securities and Other Shares that would be held by such Holders and Other Shareholdersother selling shareholders, assuming conversion; provided, however, so that such allocation shall not operate to reduce the aggregate number of Registrable Securities and Other Shares to be included in such registration, if any Holder or Other Shareholder other selling shareholder does not request inclusion of the maximum number of shares of Registrable Securities and Other Shares allocated to such Holder or Other Shareholder him pursuant to the above-described procedure, then the remaining portion of such his allocation shall be reallocated among those requesting Holders and Other Shareholders other selling shareholders whose allocations did not satisfy their requests pro rata on the basis of the number of shares of Registrable Securities and Other Shares which would be held by such Holders and Other Shareholdersother selling shareholders, assuming conversion, and this procedure shall be repeated until all of the shares of Registrable Securities and Other Shares which may be included in the registration on behalf of the Holders and Other Shareholders other selling shareholders have been so allocated.

Allocation of Registration Opportunities. In any circumstance in which all of the Registrable Securities and other shares of Common Stock of the Company (including shares of Common Stock issued or issuable upon conversion of shares of any currently unissued series of Preferred Stock of the Company) with registration rights (the “"Other Shares”") requested to be included in a registration contemplated by Section 2(a) on behalf of Purchaser or other selling stockholders cannot be so included as a result of limitations of on the aggregate number of shares of Registrable Securities and Other Shares that which may be so included, the number of shares of Registrable Securities and Other Shares that may be so included shall be allocated among the Holders Purchaser and Other Shareholders other selling stockholders requesting inclusion of shares pro rata on the basis of the number of shares of Registrable Securities and Other Shares that would be held by such Holders Purchaser and Other Shareholdersother selling stockholders, assuming conversion; provided, however, that, so that such allocation shall not operate to reduce the aggregate number of Registrable Securities and Other Shares to be included in such registration, if Purchaser or any Holder or Other Shareholder other selling stockholder does not request inclusion of the maximum number of shares of Registrable Securities and Other Shares allocated to such Holder or Other Shareholder it pursuant to the above-described procedure, then the remaining portion of such its allocation shall be reallocated among Purchaser, if applicable, and those other requesting Holders and Other Shareholders selling stockholders whose allocations did not satisfy their requests pro rata on the basis of the number of shares of Registrable Securities and Other Shares which that would be held by Purchaser and such Holders and Other Shareholdersother selling stockholders, assuming conversion, and this procedure shall be repeated until all of the shares of Registrable Securities and Other Shares which that may be included in the registration on behalf of the Holders Purchaser and Other Shareholders other selling stockholders have been so allocated.

Allocation of Registration Opportunities. In any circumstance in which all of the Registrable Securities and other shares of the Company with registration rights (the “Other Shares”) Shares requested to be included in a registration contemplated by Section 2(a) on behalf of the Holders or other selling stockholders cannot be so included as a result of limitations of the aggregate number of shares of Registrable Securities and Other Shares that may be so included, the number of shares of Registrable Securities and Other Shares that may be so included shall be allocated among the reduced pro rata amongst all Holders and Other Shareholders requesting inclusion of shares pro rata other selling stockholders on the basis of the number of shares of Registrable Securities and Other Shares held by to be included in such Holders and Other Shareholdersregistration, assuming conversion; provided, however, so that such allocation shall not operate to reduce the aggregate number of Registrable Securities and Other Shares to be included in such registration, if any Holder or Other Shareholder other selling stockholders does not request inclusion of the maximum number of shares of Registrable Securities and Other Shares allocated to such Holder or Other Shareholder him pursuant to the above-described procedure, then the remaining portion of such his allocation shall be reallocated among those requesting Holders and Other Shareholders other selling stockholders whose allocations did not satisfy their requests pro rata on the basis of the number of shares of Registrable Securities and Other Shares which would be held by such Holders and Other Shareholders, assuming conversionrequests, and this procedure shall be repeated until all of the shares of Registrable Securities and Other Shares which may be included in the registration on behalf of the Holders and Other Shareholders other selling stockholders have been so allocated. The Company shall not limit the number of Registrable Securities or Other Shares to be included in a registration pursuant to this Agreement in order to include shares held by stockholders with no registration rights or to include other shares of stock issued to employees, officers, directors or consultants, or, with respect to registrations under Section 2.1 or 2.4 hereof, in order to include in such registration securities registered for the Company's own account.

Allocation of Registration Opportunities. In any circumstance in which all of the Registrable Securities and other shares of the Company with registration rights (the “Other Shares”) requested to be included in a registration contemplated by Section 2(a) cannot be so included as a result of limitations of the aggregate number of shares of Registrable Securities and Other Shares that may be so included, the number of shares of Registrable Securities and Other Shares that may be so included shall be allocated allocated, subject to the registration rights applicable to the Other Shares which shall control in event of a conflict with provisions hereof, among the Holders and Other Shareholders requesting inclusion of shares pro rata on the basis of the number of shares of Registrable Securities and Other Shares held by such Holders and Other Shareholders; provided, however, that such allocation shall not operate to reduce the aggregate number of Registrable Securities and Other Shares to be included in such registration, if any Holder or Other Shareholder does not request inclusion of the maximum number of shares of Registrable Securities and Other Shares allocated to such Holder or Other Shareholder pursuant to the above-described procedure, then the remaining portion of such allocation shall be reallocated among those requesting Holders and Other Shareholders whose allocations did not satisfy their requests pro rata on the basis of the number of shares of Registrable Securities and Other Shares which would be held by such Holders and Other Shareholders, assuming conversion, and this procedure shall be repeated until all of the shares of Registrable Securities and Other Shares which may be included in the registration on behalf of the Holders and Other Shareholders have been so allocated.

Allocation of Registration Opportunities. In any circumstance in which all of the Registrable Securities and other shares of Common Stock of the Company with registration rights (the “"Other Shares”") requested to be included in a registration contemplated by Section 2(a) on behalf of the Holders or other selling stockholders cannot be so included as a result of limitations of on the aggregate number of shares of Registrable Securities and Other Shares that may be so included, the number of shares of Registrable Securities and Other Shares that may be so included shall be allocated among the Holders and Other Shareholders other selling stockholders requesting inclusion of shares pro rata on the basis of the number of shares of Registrable Securities and Other Shares that would be held by such Holders and Other Shareholdersother selling stockholders at the time of filing the Registration Statement; provided, however, that those Registrable Securities held by Xxxxxxx X. Xxxxxx and Xxxxx X. Xxxxxxxxx shall be limited or excluded completely from the registration before the other Investors suffer any limitation or exclusion of their Registrable Securities from such registration; and provided, further, that such allocation shall not operate to reduce the aggregate number of Registrable Securities and Other Shares to be included in such registration, if . If any Holder or Other Shareholder other selling stockholder does not request inclusion of the maximum number of shares of Registrable Securities and Other Shares allocated to such Holder or Other Shareholder him pursuant to the above-described procedure, then the remaining portion of such this allocation shall be reallocated among those requesting Holders and Other Shareholders other selling stockholders whose allocations did not satisfy their requests pro rata on the basis of the number of shares of Registrable Securities and Other Shares which that would be held by such Holders and Other Shareholders, assuming conversion, other selling stockholders and this procedure shall be repeated until all of the shares of Registrable Securities and Other Shares which may be included in the registration on behalf of the Holders and Other Shareholders other selling stockholders have been so allocated. The Company shall not limit the number of Registrable Securities to be included in a registration pursuant to this Agreement in order to include shares held by stockholders with no registration rights.

Allocation of Registration Opportunities. In any circumstance in which all of the Registrable Securities and other shares of Common Stock of the Company (including shares of Common Stock issued or issuable upon conversion of shares of any currently unissued series of Preferred Stock of the Company) with registration rights (the “"Other Shares”") requested to be included in a registration contemplated by Section 2(a) on behalf of the Holders or other selling stockholders cannot be so included as a result of limitations of the aggregate number of shares of Registrable Securities and Other Shares that may be so included, the number of shares of Registrable Securities and Other Shares that may be so included shall be allocated among the Holders and Other Shareholders other selling stockholders requesting inclusion of shares pro rata on the basis of the number of shares of Registrable Securities and Other Shares that would be held by such Holders and Other Shareholdersother selling stockholders, assuming conversion; provided, however, that such allocation shall not operate to reduce the aggregate number of Registrable Securities and Other Shares to be included in such registration, if any Holder or Other Shareholder other selling stockholder does not request inclusion of the maximum number of shares of Registrable Securities and Other Shares allocated to such Holder or Other Shareholder him pursuant to the above-described procedure, then the remaining portion of such his allocation shall be reallocated among those requesting Holders and Other Shareholders other selling stockholders whose allocations did not satisfy their requests pro rata on the basis of the number of shares of Registrable Securities and Other Shares which would be held by such Holders and Other Shareholdersother selling stockholders, assuming conversion, and this procedure shall be repeated until all of the shares of Registrable Securities and Other Shares which may be included in the registration on behalf of the Holders and Other Shareholders other selling stockholders have been so allocated.

Allocation of Registration Opportunities. In any circumstance in ---------------------------------------- which all of the Registrable Securities and other shares of Common Stock of the Company (including shares of Common Stock issued or issuable upon conversion of shares of any currently unissued series of Preferred Stock of the Company) with registration rights (the “"Other Shares”") requested to be included in a registration contemplated by Section 2(a) on behalf of the Holders or other selling shareholders cannot be so included as a result of limitations of the aggregate number of shares of Registrable Securities and Other Shares that may be so included, the number of shares of Registrable Securities and Other Shares that may be so included shall be allocated among the Holders and Other Shareholders other selling shareholders requesting inclusion of shares pro rata on the basis of the number of shares of Registrable Securities and Other Shares that would be held by such Holders and Other Shareholdersother selling shareholders, assuming conversion; provided, however, so that such allocation shall not operate to reduce the aggregate number of Registrable Securities and Other Shares to be included in such registration, if any Holder or Other Shareholder other selling shareholder does not request inclusion of the maximum number of shares of Registrable Securities and Other Shares allocated to such Holder or Other Shareholder him pursuant to the above-described procedure, then the remaining portion of such his allocation shall be reallocated among those requesting Holders and Other Shareholders other selling shareholders whose allocations did not satisfy their requests pro rata on the basis of the number of shares of Registrable Securities and Other Shares which would be held by such Holders and Other Shareholdersother selling shareholders, assuming conversion, and this procedure shall be repeated until all of the shares of Registrable Securities and Other Shares which may be included in the registration on behalf of the Holders and Other Shareholders other selling shareholders have been so allocated. The Company shall not limit the number of Registrable Securities to be included in a registration pursuant to this Agreement in order to include shares held by shareholders with no registration rights or to include Founder's Stock or any other shares of stock issued to employees, officers, directors, or consultants pursuant to Company's 1995 Stock Plan, as amended.

Allocation of Registration Opportunities. In Subject to the last sentence of this Section 2.13, in any circumstance in which all of the Registrable Securities and other shares of Common Stock of the Company (including shares of Common Stock issued or issuable upon conversion of shares of any currently unissued series of Preferred Stock of the Company) with registration rights (the “"Other Shares”") requested to be included in a registration contemplated by Section 2(a) on behalf of the Holders or other selling stockholders cannot be so included as a result of limitations of the aggregate number of shares of Registrable Securities and Other Shares that may be so included, the number of shares of Registrable Securities and Other Shares that may be so included shall be allocated among the Holders and Other Shareholders other selling stockholders requesting inclusion of shares pro rata on the basis of the number of shares of Registrable Securities and Other Shares that would be held by such Holders and Other Shareholdersother selling stockholders, assuming conversion; provided, however, that such allocation shall not operate to reduce the aggregate number of Registrable Securities and Other Shares to be included in such registration, if any Holder or Other Shareholder other selling stockholder does not request inclusion of the maximum number of shares of Registrable Securities and Other Shares allocated to such Holder or Other Shareholder him pursuant to the above-described procedure, then in which case the remaining portion of such his allocation shall be reallocated among those requesting Holders and Other Shareholders other selling stockholders whose allocations did not satisfy their requests pro rata on the basis of the number of shares of Registrable Securities and Other Shares which would be held by such Holders and Other Shareholdersother selling stockholders, assuming conversion, and this procedure shall be repeated until all of the shares of Registrable Securities and Other Shares which may be included in the registration on behalf of the Holders and Other Shareholders other selling stockholders have been so allocated. No stockholder of the Company shall be granted registration rights that would reduce the number of shares includable by the holders of Registrable Securities in such registration (except for pari passu registration rights granted for securities issuable upon the exercise of warrants issued in connection with debt financing by banks or equipment lessors, provided that the terms of such debt financing and the issuance of warrants were approved by a majority of the Board of Directors) without the consent of the holders of at least sixty percent (60%) of the Registrable Securities. The Company shall not limit the number of Registrable Securities to be included in a registration pursuant to this Agreement in order to include shares held by stockholders with no registration rights or to include shares of stock issued to founders of the Company or to employees, officers, directors, or consultants pursuant to the Company's 2002 Stock Plan, or in the case of registrations under Sections 2.2 or 2.5 hereof, in order to include in such registration securities registered for the Company's own account or Other Shares.

Allocation of Registration Opportunities. In any circumstance in which all of the Registrable Securities and other shares of Common Stock of the Company (including shares of Common Stock issued or issuable upon conversion of shares of any currently unissued series of Preferred Stock of the Company) with registration rights (the “"Other Shares”") requested to be included in a registration contemplated by Section 2(a) on behalf of the Holders or Other Shareholders cannot be so included as a result of limitations of the aggregate number of shares of Registrable Securities and Other Shares that may be so included, the number of shares of Registrable Securities and Other Shares that may be so included shall be allocated among the Holders and Other Shareholders requesting inclusion of shares pro rata on the basis of the number of shares of Registrable Securities and Other Shares that would be held by such Holders and Other Shareholders, assuming conversion; provided, however, that such allocation shall not operate to reduce the aggregate number of Registrable Securities and Other Shares to be included in such registration, if any Holder or Other Shareholder Subscriber does not request inclusion of the maximum minimum number of shares of Registrable Securities and Other Shares allocated to such Holder or Other Shareholder him pursuant to the above-described procedure, then the remaining portion of such his allocation shall be reallocated among those requesting Holders and Other Shareholders whose allocations did not satisfy their requests pro rata on the basis of the number of shares of Registrable Securities and Other Shares which that would be held by such Holders and Other Shareholders, assuming conversion, and this procedure shall be repeated until all of the shares of Registrable Securities and Other Shares which may be included in the registration on behalf of the Holders and Other Shareholders have been so allocated. The Company shall not limit the number of Registrable Securities to be included in a registration pursuant to this Agreement in order to include shares held by Subscribers with no registration rights or to include any other shares of stock issued to employees, officers, directors, or consultants pursuant to the Company's employee stock option plan or other equity plans or arrangements, or with respect to registrations under Sections 1.2 or 1.5 hereof, in order to include in such registration securities registered for the Company's own account.

Allocation of Registration Opportunities. In any circumstance in ---------------------------------------- which all of the Registrable Securities and other shares of Common Stock of the Company (including shares of Common Stock issued or issuable upon conversion of shares of any currently unissued series of Preferred Stock of the Company) with registration rights (the “"Other Shares”") requested to be included in a registration contemplated by Section 2(a) on behalf of the Holders or other Shareholders cannot be so included as a result of limitations of the aggregate number of shares of Registrable Securities and Other Shares that may be so included, the number of shares of Registrable Securities and Other Shares that may be so included shall be allocated among the Holders and Other Shareholders requesting inclusion of shares pro rata on the basis of the number of shares of Registrable Securities and Other Shares that would be held by such Holders and Other Shareholders, assuming conversion; provided, however, so that such allocation shall not operate to reduce the aggregate number of Registrable Securities and Other Shares to be included in such registration, if any Holder or Other Shareholder does not request inclusion of the maximum number of shares of Registrable Securities and Other Shares allocated to such Holder or Other Shareholder him pursuant to the above-described procedure, then the remaining portion of such his allocation shall be reallocated among those requesting Holders and Other Shareholders whose allocations did not satisfy their requests pro rata on the basis of the number of shares of Registrable Securities and Other Shares which would be held by such Holders and Other Shareholders, assuming conversion, and this procedure shall be repeated until all of the shares of Registrable Securities and Other Shares which may be included in the registration on behalf of the Holders and Other Shareholders have been so allocated. The Company shall not limit the number of Registrable Securities to be included in a registration pursuant to this Agreement in order to include shares held by shareholders with no registration rights or to include founder's stock or any other shares of stock issued to employees, officers, directors, or consultants pursuant to Company's 1996 Amended and Restated Stock Option Plan. Notwithstanding the foregoing, the Company shall not be required to provide to Holders pro rata rights to the extent the holders of Series A Preferred Stock have rights which are not subject to cutbacks.

Allocation of Registration Opportunities. In any circumstance in which all of the Registrable Securities and other shares of the Company Buyer with registration rights (the “Other Shares”) requested to be included in a registration contemplated by Section 2(a1.3(b) cannot be so included as a result of limitations of the aggregate number of shares of Registrable Securities and Other Shares that may be so included, the number of shares of Registrable Securities and Other Shares that may be so included shall be allocated allocated, subject to the registration rights applicable to the Other Shares which shall control in event of a conflict with provisions hereof, among the Holders and Other Shareholders requesting inclusion of shares pro rata on the basis of the number of shares of Registrable Securities and Other Shares held by such Holders and Other Shareholders; provided, however, that such allocation shall not operate to reduce the aggregate number of Registrable Securities and Other Shares to be included in such registration, if any Holder or Other Shareholder does not request inclusion of the maximum number of shares of Registrable Securities and Other Shares allocated to such Holder or Other Shareholder pursuant to the above-described procedure, then the remaining portion of such allocation shall be reallocated among those requesting Holders and Other Shareholders whose allocations did not satisfy their requests pro rata on the basis of the number of shares of Registrable Securities and Other Shares which would be held by such Holders and Other Shareholders, assuming conversion, and this procedure shall be repeated until all of the shares of Registrable Securities and Other Shares which may be included in the registration on behalf of the Holders and Other Shareholders have been so allocated.

Allocation of Registration Opportunities. In any circumstance in which all of the Registrable Securities and other shares of Common Stock of the Company (including shares of Common Stock issued or issuable upon conversion of shares of any currently unissued series of Preferred Stock of the Company) with registration rights (the “"Other Shares”") requested to be included in a registration contemplated by Section 2(a) on behalf of the Holders or other selling stockholders cannot be so included as a result of limitations of the aggregate number of shares of Registrable Securities and Other Shares that may be so included, the number of shares of Registrable Securities and Other Shares that may be so included shall be allocated among the Holders and Other Shareholders other selling stockholders requesting inclusion of shares pro rata on the basis of the number of shares of Registrable Securities and Other Shares that would be held by such Holders and Other Shareholdersother selling stockholders, assuming conversion; provided, however, so that such allocation shall not operate to reduce the aggregate number of Registrable Securities and Other Shares to be included in such registration, if any Holder or Other Shareholder other selling stockholder does not request inclusion of the maximum number of shares of Registrable Securities and Other Shares allocated to such Holder or Other Shareholder him pursuant to the above-described procedure, then the remaining portion of such his allocation shall be reallocated among those requesting Holders and Other Shareholders other selling stockholders whose allocations did not satisfy their requests pro rata on the basis of the number of shares of Registrable Securities and Other Shares which would be held by such Holders and Other Shareholdersother selling stockholders, assuming conversion, and this procedure shall be repeated until all of the shares of Registrable Securities and Other Shares which may be included in the registration on behalf of the Holders and Other Shareholders other selling stockholders have been so allocated. The Company shall not limit the number of Registrable Securities to be included in a registration pursuant to this Agreement in order to include shares held by stockholders with no registration rights or to include founder's stock or any other shares of stock issued to employees, officers, directors, or consultants, or with respect to registrations under Sections 1.5 or 1.8 hereof, in order to include in such registration securities registered for the Company's own account.

Allocation of Registration Opportunities. In any circumstance in which all of the Registrable Securities and other shares of Common Stock of the Company (including shares of Common Stock issued or issuable upon conversion of shares of any currently unissued series of Preferred Stock of the Company) with registration rights (the “"Other Shares”") requested to be included in a registration contemplated by Section 2(a) on behalf of the Holders or other selling stockholders cannot be so included as a result of limitations of the aggregate number of shares of Registrable Securities and Other Shares that may be so included, the number of shares of Registrable Securities and Other Shares that may be so included shall be allocated allocated, first, among the Holders and Other Shareholders requesting inclusion of shares Registrable Securities pro rata on the basis of the number of shares of Registrable Securities and Other Shares that would be held by such Holders and Holders, assuming conversion, and, second, among the other selling stockholders requesting inclusion of Other ShareholdersShares pro rata on the basis of the number of Other Shares that would be held by such other selling stockholders, assuming conversion; provided, however, so that such allocation shall not operate to reduce the aggregate number of Registrable Securities and Other Shares to be included in such registration, if any Holder or Other Shareholder other selling stockholder does not request inclusion of the maximum number of shares of Registrable Securities and Other Shares allocated to such Holder or Other Shareholder him pursuant to the above-described procedure, then the remaining portion of such his allocation shall be reallocated among those requesting Holders and Other Shareholders other selling stockholders whose allocations did not satisfy their requests pro rata on the basis of the number of shares of Registrable Securities and Other Shares which would be held by such Holders and Other Shareholdersother selling stockholders, assuming conversion, and this procedure shall be repeated until all of the shares of Registrable Securities and Other Shares which may be included in the registration on behalf of the Holders and Other Shareholders other selling stockholders have been so allocated. The Company shall not limit the number of Registrable Securities to be included in a registration pursuant to this Agreement in order to include shares held by stockholders with no registration rights or to include founder's stock or any other shares of stock issued to employees, officers, directors, or consultants pursuant to the Company's 1998 Incentive Stock Plan, or with respect to registrations under Sections 1.2 or 1.5 hereof, in order to include in such registration securities registered for the Company's own account.

Allocation of Registration Opportunities. In any circumstance in which all of the Registrable Securities and other shares of Common Stock of the Company (including shares of Common Stock issued or issuable upon conversion of shares of any currently unissued series of Preferred Stock of the Company) with registration rights (the “"Other Shares”") requested to be included in a registration contemplated by Section 2(a) on behalf of the Holders or other selling stockholders cannot be so included as a result of limitations of the aggregate number of shares of Registrable Securities and Other Shares that may be so included, the number of shares of Registrable Securities and Other Shares that may be so included shall be allocated first to the Holders, second to the Founders and then among the Holders and Other Shareholders other selling stockholders requesting inclusion of shares shares, in each case pro rata on the basis of the number of shares of Registrable Securities and Other Shares that would be held by such Holders Holders, Founders, and Other Shareholdersother selling stockholders, assuming conversion; provided, however, that such allocation shall not operate to reduce the aggregate number of Registrable Securities and Other Shares to be included in such registration, if any Holder or Other Shareholder other selling stockholder does not request inclusion of the maximum number of shares of Registrable Securities and Other Shares allocated to such Holder or Other Shareholder him pursuant to the above-described procedure, then and the remaining portion of such his allocation shall be reallocated among those requesting Holders and Other Shareholders other selling stockholders whose allocations did not satisfy their requests pro rata on the basis of the number of shares of Registrable Securities and Other Shares which would be held by such Holders and Other Shareholdersother selling stockholders, assuming conversion, and this procedure shall be repeated until all of the shares of Registrable Securities and Other Shares which may be included in the registration on behalf of the Holders and Other Shareholders other selling stockholders have been so allocated. The Company shall not limit the number of Registrable Securities to be included in a registration pursuant to this Agreement in order to include shares held by stockholders with no registration rights or to include Founders' Shares or any other shares of stock issued to employees, officers, directors, or consultants pursuant to a Company Stock Option Plan, or with respect to registrations under Sections 1.3 or 1.5 hereof, in order to include in such registration securities registered for the Company's own account.