Common use of Underwriting Requirements Clause in Contracts

Underwriting Requirements. In connection with any offering involving an underwriting of shares of the Company’s capital stock, the Company shall not be required under Section 1.3 to include any of the Holders’ securities in such underwriting unless they accept the terms of the underwriting as agreed upon between the Company and the underwriters selected by the Company (or by other persons entitled to select the underwriters), and then only in such quantity as the underwriters determine in their sole discretion will not jeopardize the success of the offering by the Company. If the total amount of securities, including Registrable Securities, requested by stockholders to be included in such offering exceeds the amount of securities sold other than by the Company that the underwriters determine in their sole discretion is compatible with the success of the offering, then the Company shall be required to include in the offering only that number of such securities, including Registrable Securities, which the underwriters determine in their sole discretion will not jeopardize the success of the offering (the securities so included to be apportioned pro rata among the selling stockholders according to the total amount of securities entitled to be included therein owned by each selling stockholder or in such other proportions as shall mutually be agreed to by such selling stockholders) but in no event shall the amount of securities of the selling Holders included in the offering be reduced below 40% of the total amount of securities included in such offering, unless such offering is the initial public offering of the Company’s securities, in which case, the selling stockholders may be excluded if the underwriters make the determination described above and no other stockholder’s securities are included. For purposes of the preceding parenthetical concerning apportionment, for any selling stockholder which is a holder of Registrable Securities and which is a venture capital fund, or a partnership or corporation, the Affiliated 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 stockholder,” and any pro-rata reduction with respect to such “selling stockholder” shall be based upon the aggregate amount of shares carrying registration rights owned by all entities and individuals included in such “selling stockholder,” as defined in this sentence.

Underwriting Requirements. In connection with any offering involving an underwriting of shares of the Company’s capital stock, the Company shall not be required under Section 1.3 to include any of the Holders’ securities in such underwriting unless they accept the terms of the underwriting as agreed upon between the Company and the underwriters selected by the Company (or by other persons entitled to select the underwriters), and then only in such quantity as the underwriters determine in their sole discretion will not jeopardize the success of the offering by the Company. If the total amount of securities, including Registrable Securities, requested by stockholders to be included in such offering exceeds the amount of securities sold other than by the Company that the underwriters determine in their sole discretion is compatible with the success of the offering, then the Company shall be required to include in the offering only that number of such securities, including Registrable Securities, which the underwriters determine in their sole discretion will not jeopardize the success of the offering (the securities so included to be apportioned pro rata among the selling stockholders according to the total amount of securities entitled to be included therein owned by each selling stockholder or in such other proportions as shall mutually be agreed to by such selling stockholders) but in no event shall the amount of securities of the selling Holders included in the offering be reduced below 4030% of the total amount of securities included in such offering, unless such offering is the initial public offering of the Company’s securities, in which case, the selling stockholders may be excluded if the underwriters make the determination described above and no other stockholder’s securities are included. For purposes of the preceding parenthetical concerning apportionment, for any selling stockholder which is a holder of Registrable Securities and which is a venture capital fund, or a partnership or corporation, the Affiliated 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 stockholder,” and any pro-rata reduction with respect to such “selling stockholder” shall be based upon the aggregate amount of shares carrying registration rights owned by all entities and individuals included in such “selling stockholder,” as defined in this sentence.

Underwriting Requirements. In connection with any offering involving an underwriting of shares of the Company’s capital stock, the Company shall not be required under this Section 1.3 to include any of the Holders’ securities in such underwriting unless they accept the terms of the underwriting underwriting, in customary form, as agreed upon between the Company and the underwriters selected by the Company it (or by other persons entitled to select the underwriters)) and enter into an underwriting agreement in customary form with an underwriter or underwriters selected by the Company and approved by majority in interest of holders of Preferred Registrable Securities, and then only in such quantity as the underwriters determine in their sole discretion will not materially and adversely jeopardize the success of the offering by the Company. If the total amount of securities, including Registrable Securities, requested by stockholders Holders to be included in such offering exceeds the amount of securities sold other than by the Company that the underwriters determine in their sole discretion is compatible with could materially and adversely jeopardize the success of the offering, then the Company shall be required to include in the offering only that number of such securities, including Registrable Securities, which that the underwriters determine in their sole discretion will not materially and adversely jeopardize the success of the offering (offering, the securities so included to be apportioned pro rata among the selling stockholders according to the total amount holders of securities entitled Registrable Securities requested to be included therein owned by each selling stockholder or in such other proportions offering and among the holders of the Founder Registrable Securities requested to be included in such offering as follows: 75% of the shares to be sold by shareholders shall mutually be agreed allocated among the holders of Preferred Registrable Securities and 25% shall be allocated between the holders of the Founder Registrable Securities, with the internal allocation among such groups being on a pro rata basis based on the number of Registrable Securities held by all the holders requested to by be included in such selling stockholders) but offering, provided however, that in no event shall the amount number of securities Founder Registrable Securities sold by any Founder (as a percentage of the selling Holders included all shares sold in the offering be reduced below 40% of by shareholders) exceed the total amount of securities included Founder’s percentage holding in such offering, unless such offering is the initial public offering of the Company’s securities, in which case, the selling stockholders may be excluded if the underwriters make the determination described above and no other stockholder’s securities are included. For purposes of the preceding parenthetical concerning apportionment, for any selling stockholder which is a holder of Registrable Securities and which is a venture capital fund, or a partnership or corporation, the Affiliated 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 stockholder,” and any pro-rata reduction with respect to such “selling stockholder” shall be based upon the aggregate amount of shares carrying registration rights owned by all entities and individuals included in such “selling stockholder,” as defined in this sentence.

Underwriting Requirements. In connection with any offering involving an underwriting of shares of the Company’s capital stock, the Company shall not be required under Section 1.3 to include any of the Holders’ securities in such underwriting unless they accept the terms of the underwriting as agreed upon between the Company and the underwriters selected by the Company it (or by other persons entitled to select the underwriters), and then only in such quantity as the underwriters determine in their sole discretion will not jeopardize the success of the offering by the Company. If the total amount of securities, including Registrable Securities, requested by stockholders shareholders to be included in such offering exceeds the amount of securities sold other than by the Company that the underwriters determine in their sole discretion is compatible with the success of the offering, then the Company shall be required to include in the offering only that number of such securities, including Registrable Securities, which the underwriters determine in their sole discretion will not jeopardize the success of the offering (the securities so included to be apportioned pro rata among the selling stockholders shareholders according to the total amount of securities entitled to be included therein owned by each selling stockholder shareholder or in such other proportions as shall mutually be agreed to by such selling stockholdersshareholders) but in no event shall (i) the amount of securities of the selling Holders included in the offering be reduced below 4020% of the total amount of securities included in such offering, unless such offering is the initial public offering of the Company’s securities, in which case, the selling stockholders shareholders may be excluded if the underwriters make the determination described above and no other stockholdershareholder’s securities are included, (ii) any securities held by a Common Holder be included if any securities held by any other selling Holder are excluded or (iii) any securities of any other shareholders be included in the offering if any securities of the Holders are excluded from the offering. For purposes of the preceding parenthetical concerning apportionment, for any selling stockholder shareholder which is a holder of Registrable Securities and which is a venture capital fund, or a partnership or corporation, the Affiliated Funds, partners, retired partners and stockholders shareholders of such holder, or the estates and family members of any such partners and retired partners and any trusts for the benefit of any of the foregoing persons shall be deemed to be a single “selling stockholdershareholder,” and any pro-rata reduction with respect to such “selling stockholdershareholder” shall be based upon the aggregate amount of shares carrying registration rights owned by all entities and individuals included in such “selling stockholdershareholder,” as defined in this sentence.

Underwriting Requirements. In connection with any offering involving an underwriting of shares of being issued by the Company’s capital stock, the Company shall not be required under Section 1.3 3.2 to include any of the Holders’ ' securities in such underwriting unless they accept agree to the terms of the underwriting as agreed upon between the Company and the underwriters selected by the Company (or by other persons entitled to select the underwriters)it, and then only in such quantity as will not, in the underwriters determine in their sole discretion will not opinion of the underwriters, jeopardize the success of the offering by the Company; provided, however, that no Holder participating in such underwriting (a "Participating Holder") shall be required to make any representations or warranties except as they relate to such Participating Holder and its intended method of distribution, and that the liability of such Participating Holder shall be limited to an amount equal to the net proceeds from the offering received by such Participating Holder. If the total amount of securities, including Registrable Securities, requested by stockholders to be included in such offering the Participating Holders exceeds the amount of securities to be sold other than by the Company that the underwriters determine in their sole discretion is reasonably believe to be compatible with the success of the offering, then the Company shall be required to include in the offering only that number of such securities, including Registrable Securities, which the underwriters determine in their sole discretion believe will not jeopardize the success of the offering (the securities so included to be apportioned pro rata among the selling stockholders Participating Holders according to the total amount of securities entitled to be included therein owned by each selling stockholder Participating Holder, or in such other proportions as shall mutually be agreed to by such selling stockholders) Participating Holders), but in no event shall the amount of securities of the selling Participating Holders included in the offering be reduced below 40% seventy-five percent (75%) of the total amount of securities included in such offering, unless such offering is the initial public offering of the Company’s 's securities, in which case, case the selling stockholders Participating Holders may be excluded if the underwriters make the determination described above and no other stockholder’s shareholder's securities are included. For purposes of the preceding parenthetical concerning apportionment, for any selling stockholder Participating Holder which is a holder of Registrable Securities and which is a venture capital fund, or a partnership or corporation, the Affiliated Funds, partners, retired partners and stockholders shareholders of such holderParticipating Holder, or the estates and family members of any such partners and retired partners partners, and any trusts for the benefit of any of the foregoing persons persons, shall be deemed to be a single “selling stockholder,” Participating Holder with such partnership or corporation, and any pro-pro rata reduction with respect to such “selling stockholder” Participating Holder shall be based upon the aggregate amount of shares carrying registration rights owned by all entities and individuals included in such “selling stockholder,” Participating Holder, as defined in this sentence.

Underwriting Requirements. In connection with any offering involving an underwriting of shares of the Company’s 's capital stock, the Company shall not be required under Section 1.3 to include any of the Holders’ ' securities in such underwriting unless they accept the terms of the underwriting as agreed upon between the Company and the underwriters selected by the Company it (or by other persons entitled to select the underwriters), and then only in such quantity as the underwriters determine in their sole discretion will not jeopardize the success of the offering by the Company. If the total amount of securities, including Registrable Securities, requested by stockholders shareholders to be included in such offering exceeds the amount of securities sold other than by the Company that the underwriters determine in their sole discretion is compatible with the success of the offering, then the Company shall be required to include in the offering only that number of such securities, including Registrable Securities, which the underwriters determine in their sole discretion will not jeopardize the success of the offering (the securities so included to be apportioned pro rata among the selling stockholders shareholders according to the total amount of securities entitled to be included therein owned by each selling stockholder Shareholder or in such other proportions as shall mutually be agreed to by such selling stockholdersshareholders) but in no event shall (i) the amount of securities of the selling Holders included in the offering be reduced below 40% thirty percent (30%) of the total amount of securities included in such offering, unless such offering is the initial public offering of the Company’s securities, 's securities in which case, case the selling stockholders shareholders may be excluded if the underwriters make the determination described immediately above and no other stockholder’s securities are includedor (ii) notwithstanding (i) above, any shares being sold by a shareholder exercising a demand registration right similar to that granted in Section 1.2 be excluded from such offering. For purposes of the preceding parenthetical concerning apportionment, for any selling stockholder shareholder which is a holder of Registrable Securities and which is a venture capital fund, or a partnership or corporation, the Affiliated Funds, partners, retired partners and stockholders shareholders of such holder, or the estates and family members of any such partners and retired partners and any trusts for the benefit of any of the foregoing persons shall be deemed to be a single “"selling stockholder,” shareholder", and any pro-rata reduction with respect to such “"selling stockholder” shareholder" shall be based upon the aggregate amount of shares carrying registration rights owned by all entities and individuals included in such “"selling stockholder,” shareholder", as defined in this sentence.

Underwriting Requirements. In connection with any offering involving an underwriting of shares of the Company’s capital stock, the Company shall not be required under Section 1.3 1.2 to include any of the Holders’ securities in such underwriting unless they accept the terms of the underwriting as agreed upon between the Company and the underwriters selected by the Company it (or by other persons entitled to select the underwriters), and then then, with respect to a registration under Section 1.2, only in such quantity as the underwriters determine in their sole discretion will not jeopardize the success of the offering by the Company. If the total amount of securities, including Registrable Securities, requested by stockholders to be included in such offering registration under Section 1.2 exceeds the amount of securities sold other than by the Company that the underwriters determine in their sole discretion is compatible with the success of the offering, then the Company shall be required to include in the offering only that number of such securities, including Registrable Securities, which the underwriters determine in their sole discretion will not jeopardize the success of the offering (the securities offering. The Company shall so included to be apportioned pro rata among the selling stockholders according to the total amount advise all Holders of securities requesting registration, and the number of shares of securities that are entitled to be included therein owned in the registration and underwriting shall be reduced, as follows: (i) first, shares requested to be included by each selling stockholder stockholders that do not have registration rights, (ii) second, shares requested to be included by the Holders of Series B-1 Preferred Stock, Series B-2 Preferred Stock or in Series B-3 Preferred Stock, and (iii) third, the Registrable Securities. Notwithstanding the foregoing, no such other proportions as reduction shall mutually be agreed to by such selling stockholders) but in no event shall reduce the amount of securities value of the selling Registrable Securities of the Holders included in the offering be reduced such registration below 40% thirty-three percent (33%) of the total amount value of securities included in such offeringregistration, unless such offering is the initial public offering of the Company’s securities, in which case, the such registration does not include shares of any other selling stockholders may be excluded if and the underwriters make the determination described above and no other stockholder’s securities are included. For purposes above, in which event any or all of the preceding parenthetical concerning apportionment, for any selling stockholder which is a holder of Registrable Securities and which is a venture capital fund, or a partnership or corporation, the Affiliated 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 Holders may be deemed to be a single “selling stockholder,” and any pro-rata reduction with respect to such “selling stockholder” shall be based upon the aggregate amount of shares carrying registration rights owned by all entities and individuals included in such “selling stockholder,” as defined in this sentenceexcluded.

Underwriting Requirements. In connection with any ------------------------- offering involving an underwriting of shares of the Company’s capital stockpursuant to this Section 4.1(c), the Company shall not be required under Section 1.3 to include any of the Holders’ ' securities in such underwriting unless they accept the terms of the underwriting as agreed upon between the Company and the underwriters selected by the Company (or by other persons entitled to select the underwriters)it, and then only in such quantity as will not, in the underwriters determine in their sole discretion will not jeopardize opinion of the underwriters, adversely affect the success of the offering by the Company. If the total amount of securities, including Registrable Securities, requested by stockholders to be included in such offering exceeds the amount of securities sold other than by the Company that the underwriters determine in their sole discretion is compatible with reasonably believe would not adversely affect the success of the offering, then the Company shall be required to include in the offering only that number of such securities, including Registrable Securities, which the underwriters determine in their sole discretion believe will not jeopardize adversely affect the success of the offering (the securities so included to be apportioned first to the Company, then second pro rata among the selling stockholders Holders of Series A Registrable Securities according to the total amount of securities entitled to be included therein Series A Registrable Securities owned by each selling stockholder Holder, then third pro rata among the selling Holders of Other Series Registrable Securities according to the total amount of Other Series Registrable Securities owned by each selling Holder and then fourth to all other selling stockholders, or in such other proportions as shall mutually be agreed to by all such selling stockholders) but in no event shall the amount of securities of the selling Holders included in the offering be reduced below 40% of the total amount of securities included in such offeringparties), unless such offering is the initial public offering of the Company’s securities, in which case, the selling stockholders it being understood that all Registrable Securities may be excluded if from the underwriters make the determination described above and no other stockholder’s securities are includedregistration on this basis. For purposes of the preceding parenthetical concerning apportionment, for any selling stockholder which is a holder of Registrable Securities and which is a venture capital fund, or a partnership or corporation, the Affiliated 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 stockholder,” " and any pro-pro rata reduction with respect to such “"selling stockholder” " shall be based upon the aggregate amount of shares carrying registration rights Registrable Securities owned by all entities and individuals included in such “"selling stockholder,” " as defined in this sentence.

Underwriting Requirements. In connection with any offering involving an underwriting of shares of the Company’s capital stock, the Company shall not be required under Section 1.3 1.6 or Section 1.7 to include any of the Holders’ securities in such underwriting unless they accept the terms of the underwriting as agreed upon between the Company and the underwriters selected by the Company it (or by other persons entitled to select the underwriters), and then only in such quantity as the underwriters determine in their sole discretion will not jeopardize the success of the offering by the Company. If the total amount of securities, including Registrable Securities, requested by stockholders to be included in such offering exceeds the amount of securities sold other than by the Company that the underwriters determine in their sole discretion is compatible with the success of the offering, then the Company shall be required to include in the offering only that number of such securities, including Registrable Securities, which the underwriters determine in their sole discretion will not jeopardize the success of the offering (the securities so included to be apportioned pro rata among the selling stockholders according to the total amount of securities entitled to be included therein owned by each selling stockholder or in such other proportions as shall mutually be agreed to by such selling stockholders) but in no event shall (a) the amount of securities of the selling Holders included in the offering be reduced below 40% twenty percent (20%) of the total amount of securities included in such offering, unless such offering is the initial public offering of the Company’s securities, in which case, the selling stockholders may be excluded if the underwriters make the determination described above and no other stockholder’s securities are includedincluded or (b) any securities held by a Founder be included if any securities held by any selling Holder are excluded. For purposes of the preceding parenthetical concerning apportionment, for any selling stockholder which that is a holder of Registrable Securities and which is a venture capital fund, or a partnership or corporation, the Affiliated 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 stockholder,” and any pro-rata reduction with respect to such “selling stockholder” shall be based upon the aggregate amount of shares carrying registration rights owned by all entities and individuals included in such “selling stockholder,” as defined in this sentence.

Underwriting Requirements. In connection with any offering involving an underwriting of shares of the Company’s capital stock, the Company shall not be required under Section 1.3 2.2 to include any of the Holders’ securities in such underwriting unless they accept the terms of the underwriting as agreed upon between the Company and the underwriters selected by the Company it (or by other persons entitled to select the underwriters), and then only in such quantity as the underwriters determine in their sole discretion will not jeopardize the success of the offering by the Company. If the total amount of securities, including Registrable Securities, requested by stockholders shareholders to be included in such offering exceeds the amount of securities sold other than by the Company that the underwriters determine in their sole discretion is compatible with the success of the offering, then the Company shall be required to include in the offering only that number of such securities, including Registrable Securities, which the underwriters determine in their sole discretion will not jeopardize the success of the offering (the securities so included to be apportioned pro rata among the selling stockholders shareholders according to the total amount of securities entitled to be included therein owned by each selling stockholder shareholder or in such other proportions as shall mutually be agreed to by such selling stockholdersshareholders) but in no event shall (i) the amount of securities of the selling Holders shareholders included in the offering be reduced below 40% twenty percent (20%) of the total amount of securities included in such offering, unless such offering is the initial public offering of the Company’s securities, securities in which case, case the selling stockholders shareholders may be excluded if the underwriters make the determination described above and no other stockholdershareholder’s securities are includedincluded or (ii) notwithstanding (i) above, any shares being sold by a shareholder exercising a demand registration right similar to that granted in Section 2.1 be excluded from such offering. For purposes of the preceding parenthetical concerning apportionment, for any selling stockholder shareholder which is a holder of Registrable Securities and which is a venture capital fund, or a partnership or corporation, the Affiliated Funds, partners, retired partners and stockholders shareholders of such holderHolder, or the estates and family members of any such partners and retired partners and any trusts for the benefit of any of the foregoing persons shall be deemed to be a single “selling stockholder,” shareholder”, and any pro-rata reduction with respect to such “selling stockholdershareholder” shall be based upon the aggregate amount of shares carrying registration rights owned by all entities and individuals included in such “selling stockholder,” shareholder”, as defined in this sentence.

Underwriting Requirements. In connection with any offering involving an underwriting of shares of the Company’s capital stock, the Company shall not be required under Section 1.3 to include any of the Holders’ securities in such underwriting unless they accept the terms of the underwriting as agreed upon between the Company and the underwriters selected by the Company it (or by other persons entitled to select the underwriters), and then only in such quantity as the underwriters determine in their sole discretion will not jeopardize the success of the offering by the Company. If the total amount of securities, including Registrable Securities, requested by stockholders holders of capital stock to be included in such offering exceeds the amount of securities sold other than by the Company that the underwriters determine in their sole discretion is compatible with the success of the offering, then the Company shall be required to include in the offering only that number of such securities, including Registrable Securities, which the underwriters determine in their sole discretion will not jeopardize the success of the offering (the securities so included to be apportioned pro rata among the selling stockholders security holders according to the total amount of securities entitled to be included therein owned by each selling stockholder security holder or in such other proportions as shall mutually be agreed to by such selling stockholderssecurity holders) but in no event shall the amount of securities of the selling Holders included in the offering be reduced below 4020% of the total amount of securities included in such offering, unless such offering is the initial public offering of the Company’s securities, in which case, the selling stockholders security holders may be excluded if the underwriters make the determination described above and no other stockholderholder’s securities are included. For purposes of the preceding parenthetical concerning apportionment, for any selling stockholder security holder which is a holder of Registrable Securities and which is a venture capital fund, or a partnership or corporation, the Affiliated Funds, partners, retired partners and stockholders holders of capital stock 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 stockholdersecurity holder,” and any pro-rata reduction with respect to such “selling stockholdersecurity holder” shall be based upon the aggregate amount of shares carrying registration rights owned by all entities and individuals included in such “selling stockholdersecurity holder,” as defined in this sentence.

Underwriting Requirements. In connection with any offering involving an underwriting of shares of the Company’s capital stock, the Company shall not be required under Section 1.3 to include any of the Holders’ securities in such underwriting unless they accept the terms of the underwriting as reasonably agreed upon between the Company and the underwriters selected by the Company (or by other persons entitled to select the underwriters), and then only in such quantity as the underwriters determine in their sole discretion will not jeopardize the success of the offering by the Company. If the total amount of securities, including Registrable Securities, requested by stockholders to be included in such offering exceeds the amount of securities sold other than by the Company that the underwriters determine in their sole discretion is compatible with the success of the offering, then the Company shall be required to include in the offering only that number of such securities, including Registrable Securities, which the underwriters determine in their sole discretion will not jeopardize the success of the offering (the securities so included to be apportioned pro rata among the selling stockholders according to the total amount of securities entitled to be included therein owned by each selling stockholder or in such other proportions as shall mutually be agreed to by such selling stockholders) but in no event shall (i) the amount of securities of the selling Holders included in the offering be reduced below 4035% of the total amount of securities included in such offering, unless such offering is the initial public offering of the Company’s securitiesa Qualified IPO, in which case, the selling stockholders may be excluded if the underwriters make the determination described above and no other stockholder’s securities are includedincluded or (ii) any securities held by any stockholder (other than a Holder) be included if any securities held by any selling Holder are excluded. For purposes of the preceding parenthetical concerning apportionment, for any selling stockholder which is a holder of Registrable Securities and which is a venture capital fund, or a partnership or corporation, the Affiliated 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 stockholder,” and any pro-rata reduction with respect to such “selling stockholder” shall be based upon the aggregate amount of shares carrying registration rights owned by all entities and individuals included in such “selling stockholder,” as defined in this sentence.

Underwriting Requirements. In connection with any offering involving an underwriting of shares of the Company’s 's capital stock, the Company shall not be required under Section 1.3 to include any of the Holders’ ' securities in such underwriting unless they accept the terms of the underwriting as agreed upon between the Company and the underwriters selected by the Company it (or by other persons entitled to select the underwriters), and then only in such quantity as the underwriters determine in their sole discretion will not jeopardize the success of the offering by the Company. If the total amount of securities, including Registrable Securities, requested by stockholders Holders to be included in such offering exceeds the amount of securities sold other than by the Company that the underwriters determine in their sole discretion is compatible with the success of the offering, then the Company shall be required to include in the offering only that number of such securities, including Registrable Securities, which the underwriters determine in their sole discretion will not jeopardize the success of the offering (the securities so included to be apportioned pro rata among the selling stockholders according to the total amount of securities entitled to be included therein owned by each selling stockholder or in such other proportions as shall mutually be agreed to by such selling stockholders) but in no event shall the amount of securities of the selling Holders included in the offering be reduced below 40% thirty percent (30%) of the total amount of securities included in such offering, unless such offering is the initial public offering of the Company’s 's securities, in which case, the selling stockholders may be excluded if the underwriters make the determination described above and no other stockholder’s 's securities are included. For purposes of the preceding parenthetical concerning apportionment, for any selling stockholder which is a holder of Registrable Securities and which is a venture capital fund, or a partnership or corporation, the Affiliated 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 stockholder,” " and any pro-rata reduction with respect to such “"selling stockholder” " shall be based upon the aggregate amount of shares carrying registration rights owned by all entities and individuals included in such “"selling stockholder,” " as defined in this sentence.

Underwriting Requirements. In connection with any offering involving an underwriting of shares of the Company’s capital stock, the Company shall not be required under Section 1.3 1.2 to include any of the Holders’ securities in such underwriting unless they accept the terms of the underwriting as agreed upon between the Company and the underwriters selected by the Company it (or by other persons entitled to select the underwriters), and then only in such quantity as the underwriters determine in their sole discretion will not jeopardize the success of the offering by the Company. If the total amount of securities, including Registrable Securities, requested by stockholders to be included in such offering exceeds the amount of securities sold other than by the Company that the underwriters determine in their sole discretion is compatible with the success of the offering, then the Company shall be required to include in the offering only that number of such securities, including Registrable Securities, which the underwriters determine in their sole discretion will not jeopardize the success of the offering (the securities so included to be apportioned pro rata among the selling stockholders according to the total amount of securities entitled to be included therein (without regard to the number of securities actually requested to be included therein) owned by each selling stockholder or in such other proportions as shall mutually be agreed to by such selling stockholders) but in no event shall the amount of securities of the selling Holders included in the offering be reduced below 40% of the total amount of securities included in such offering, unless such offering is the initial public offering of the Company’s securities, in which case, the selling stockholders may be excluded if the underwriters make the determination described above and no other stockholder’s securities are included). For purposes of the preceding parenthetical concerning apportionment, for any selling stockholder which is a holder Holder of Registrable Securities and which is a venture capital fund, or a partnership or corporation, the Affiliated 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 stockholder,” and any pro-pro rata reduction with respect to such “selling stockholder” shall be based upon the aggregate amount of shares carrying registration rights owned by all entities and individuals included in such “selling stockholder,” as defined in this sentence.

Underwriting Requirements. In connection with any offering involving an underwriting of shares of the Company’s capital stockstock pursuant to Section 2.2, the Company shall not be required under Section 1.3 to include any of the Holders’ securities Registrable Securities in such underwriting unless they accept the terms of the underwriting as agreed upon between the Company and the underwriters selected by the Company (or by other persons entitled to select the its underwriters), and then only in such quantity as the underwriters determine in their sole discretion will not jeopardize the success of the offering by the Company. If the total amount number of securities, including Registrable Securities, requested by stockholders to be included in such offering exceeds the amount of securities to be sold other than by the Company that the underwriters determine in their sole reasonable discretion is compatible with the success of the offering, then the Company shall be required to include in the offering only that number of such securities, including Registrable Securities, which the underwriters and the Company determine in their sole discretion will not jeopardize the success of the offering. In no event shall any Registrable Securities be excluded from such offering (unless all other stockholders’ securities have been first excluded. In the securities so included event that the underwriters determine that less than all of the Registrable Securities requested to be registered can be included in such offering, then the Registrable Securities that are included in such offering shall be apportioned among selling Holders holding Preferred Registrable Securities pro rata among on the selling stockholders according to basis of the total amount number of securities entitled such Preferred Registrable Securities requested to be included therein owned by each selling stockholder or in such other proportions as shall mutually be agreed to registered by such selling stockholders) but Holders. Notwithstanding the foregoing, in no event shall the amount of securities of the selling Holders included in the offering be reduced below 40% thirty percent (30%) of the total amount of securities included in such offering, unless such offering is the initial public offering of the Company’s securities, IPO in which case, case the selling stockholders Holders may be excluded beyond this amount (down to zero) if the underwriters make the determination described above and no other stockholder’s securities are includedincluded in such offering. For purposes of the preceding parenthetical two sentences concerning apportionment, for any selling stockholder which is a holder Holder of Registrable Securities and which is a venture capital an investment fund, or a partnership partnership, limited liability company or corporation, the Affiliated Fundspartners, members, retired partners, retired partners members, stockholders and stockholders Affiliates of such holderHolder, or the estates and family members of any such partners partners, retired partners, members and retired partners members and any trusts for the benefit of any of the foregoing persons Persons shall be deemed to be a single “selling stockholder,” Holder”, and any pro-rata reduction with respect to such “selling stockholderHolder” shall be based upon the aggregate amount of shares carrying registration rights owned by all entities and individuals included in such “selling stockholderHolder,” as defined in this sentence.

Underwriting Requirements. In connection with any offering involving an underwriting of shares of the Company’s 's capital stock, the Company shall not be required under Section 1.3 to include any of the Holders’ Holder's securities in such underwriting unless they accept the terms of the underwriting as agreed upon between the Company and the underwriters selected by the Company it (or by the other persons entitled to select the underwriters), and then only in such quantity as the underwriters determine in their sole discretion will not jeopardize the success of the offering by the Company. If the total amount of securities, including Registrable Securities, requested by stockholders to be included in such offering exceeds the amount of securities sold other than by the Company that the underwriters determine in their sole discretion is compatible with the success of the offering, then the Company shall be required to include in the offering only that number of such securities, including Registrable Securities, which the underwriters determine in their sole discretion will not jeopardize the success of the offering (the securities so included to be apportioned pro rata among the selling stockholders according to the total amount of securities entitled to be included therein owned by each selling stockholder to the total amount of securities entitled to be included therein by all selling stockholders or in such other proportions as shall mutually be agreed to by such selling stockholders) but in no event shall (i) the amount of securities of the selling Holders included in the offering be reduced below 40% thirty percent (30%) of the total amount of securities included in such offering, unless such offering is the initial public offering of the Company’s securitiesor (ii) notwithstanding (i) above, any shares being sold by a stockholder exercising a demand registration right similar to that granted in which case, the selling stockholders may Section 1.2 be excluded if the underwriters make the determination described above and no other stockholder’s securities are includedfrom such offering. For purposes of the preceding parenthetical concerning apportionment, for any selling stockholder which is a holder of Registrable Securities and which is a venture capital fund, or a partnership or corporation, the Affiliated 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 stockholder,” " and any pro-rata reduction with respect to such “"selling stockholder” " shall be based upon the aggregate amount of shares carrying registration rights owned by all entities and individuals included in such “"selling stockholder,” " as defined in this sentence.

Underwriting Requirements. In connection with any offering involving an underwriting of shares of the Company’s capital stockstock pursuant to Section 2.2, the Company shall not be required under Section 1.3 to include any of the Holders’ securities in such underwriting unless they accept the terms of the underwriting as agreed upon between the Company and the underwriters selected by the Company (or by other persons entitled to select the its underwriters), and then only in such quantity as the underwriters determine in their sole discretion will not jeopardize the success of the offering by the CompanyCompany subject to the limitations set forth below. If the total amount number of securities, including Registrable Securities, requested by stockholders to be included in such offering exceeds the amount of securities to be sold other than by the Company that the underwriters determine in their sole reasonable discretion is compatible with the success of the offering, then the Company shall be required to include in the offering only that number of such securities, including Registrable Securities, which the underwriters and the Company determine in their sole discretion will not jeopardize the success of the offering. In no event shall any Registrable Securities be excluded from such offering (unless all other stockholders’ securities have been first excluded. In the securities so event that the underwriters determine that less than all of the Registrable Securities requested to be registered can be included to in such offering, then the Registrable Securities that are included in such offering shall be apportioned pro rata among the selling stockholders according to Holders based on the total amount number of securities entitled to be included therein owned Registrable Securities held by each all selling stockholder Holders or in such other proportions as shall mutually be agreed to by all such selling stockholders) but Holders. Notwithstanding the foregoing, in no event shall the amount of securities of the selling Holders included in the offering be reduced below 40% thirty percent (30%) of the total amount of securities included in such offering, unless such offering is the initial public offering of the Company’s securities, IPO in which case, case the selling stockholders Holders may be excluded beyond this amount if the underwriters make the determination described above and no other stockholder’s securities are includedincluded in such offering. For purposes of the preceding parenthetical concerning apportionment, for any selling stockholder which is a holder Holder of Registrable Securities and which is a venture capital an investment fund, or a partnership partnership, limited liability company or corporation, the Affiliated Fundspartners, members, retired partners, retired partners members, stockholders and stockholders Affiliates of such holderHolder, or the estates and family members of any such partners partners, retired partners, members and retired partners members and any trusts for the benefit of any of the foregoing persons shall be deemed to be a single “selling stockholder,” Holder”, and any pro-rata reduction with respect to such “selling stockholderHolder” shall be based upon the aggregate amount of shares carrying registration rights owned by all entities and individuals included in such “selling stockholderHolder,” as defined in this sentence.

Underwriting Requirements. In connection with any offering involving an underwriting of shares of the Company’s 's capital stockstock pursuant to Section 2.2, the Company shall not be required under Section 1.3 to include any of the Holders’ ' securities in such underwriting unless they accept the terms of the underwriting as agreed upon between the Company and the underwriters selected by the Company (or by other persons entitled to select the its underwriters), and then only in such quantity as the underwriters determine in their sole discretion will not jeopardize the success of the offering by the Company. If the total amount number of securities, including Registrable Securities, requested by stockholders to be included in such offering exceeds the amount of securities to be sold other than by the Company that the underwriters determine in their sole reasonable discretion is compatible with the success of the offering, then the Company shall be required to include in the offering only that number of such securities, including Registrable Securities, which the underwriters and the Company determine in their sole discretion will not jeopardize the success of the offering. In no event shall any Registrable Securities be excluded from such offering unless all other securities held by officers, directors or greater than 5% stockholders (as determined in accordance with Rule 13d-1 of the securities so Exchange Act) also having registration rights are also reduced on a pro rata basis along with the holders of the Registrable Securities. In the event that the underwriters determine that less than all of the Registrable Securities requested to be registered can be included to in such offering, then the Registrable Securities that are included in such offering shall be apportioned pro rata among the selling stockholders according to Holders based on the total amount number of securities entitled to be included therein owned Registrable Securities held by each all selling stockholder Holders or in such other proportions as shall mutually be agreed to by all such selling stockholders) but Holders. Notwithstanding the foregoing, in no event shall ( the amount of securities of the selling Holders included in the offering be reduced below 40% twenty percent (20%) of the total amount of securities included in such offering, unless such offering is the initial public offering of the Company’s securities, in which case, the selling stockholders may be excluded if the underwriters make the determination described above and no other stockholder’s securities are included. For purposes of the preceding parenthetical concerning apportionment, for any selling stockholder which is a holder Holder of Registrable Securities and which is a venture capital an investment fund, or a partnership partnership, limited liability company or corporation, the Affiliated Fundspartners, members, retired partners, retired partners members, stockholders and stockholders Affiliates of such holderHolder, or the estates and family members of any such partners partners, retired partners, members and retired partners members and any trusts for the benefit of any of the foregoing persons shall be deemed to be a single “"selling stockholder,” Holder", and any pro-rata reduction with respect to such “"selling stockholder” Holder" shall be based upon the aggregate amount of shares carrying registration rights owned by all entities and individuals included in such “"selling stockholderHolder,” " as defined in this sentence.

Underwriting Requirements. In connection with any offering involving an underwriting of shares of the Company’s capital stock, the Company shall not be required under Section 1.3 to include any of the Holders’ securities in such underwriting unless they accept the terms of the underwriting as agreed upon between the Company and the underwriters selected by the Company (or by other persons entitled to select the underwriters), and then only in such quantity as the underwriters determine in their sole discretion will not jeopardize the success of the offering by the Company. If the total amount of securities, including Registrable Securities, requested by stockholders Holders to be included in such offering exceeds the amount of securities sold other than by the Company that the underwriters determine in their sole discretion is compatible with the success of the offering, then the Company shall be required to include in the offering only that number of such securities, including Registrable Securities, which the underwriters determine in their sole discretion will not jeopardize the success of the offering (the securities so included to be apportioned pro rata among the selling stockholders according to the total amount of securities entitled to be included therein owned by each selling stockholder or in such other proportions as shall mutually be agreed to by such selling stockholders) ), but in no event shall (a) the amount of securities of the selling Holders included in the offering be reduced below 4025% of the total amount of securities included in such offering, unless such offering is the initial public offering of the Company’s securities, in which case, the selling stockholders may be excluded if the underwriters make the determination described above and no other stockholder’s securities are included, (b) any securities held by a Founder be included if any securities held by any selling Holder are excluded, and (c) any Holder of Registrable Securities (other than the Major Investors) who has requested securities to be included in a registration pursuant to Section 1.3 be granted such registration without the consent of the Initiating Holders, if the requested registration would reduce the number of shares includable by the Initiating Holders. For purposes of the preceding parenthetical concerning apportionment, for any selling stockholder which is a holder of Registrable Securities and which is a venture capital fund, or a partnership or corporation, the Affiliated 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 stockholder,” and any pro-rata reduction with respect to such “selling stockholder” shall be based upon the aggregate amount of shares carrying registration rights owned by all entities and individuals included in such “selling stockholder,” as defined in this sentence.

Underwriting Requirements. In connection with any offering involving If the registration statement under which the Company gives notice under Section 1.3 is for an underwriting of shares of the Company’s capital stockunderwritten offering, the Company shall not be required under Section 1.3 to include any of so advise the Holders’ . In such event, all Holders proposing to distribute their securities in through such underwriting unless they accept the terms of the underwriting as agreed upon between shall (together with the Company and as provided in subsection 1.4(e)) enter into an underwriting agreement in customary form with the underwriter or underwriters selected by the Company (or by other persons entitled to select the underwriters), and then only in for such quantity as the underwriters determine in their sole discretion will not jeopardize the success of the offering by the Companyunderwriting. If the total amount of securities, including Registrable Securities, Securities requested by stockholders to be included in such offering offering, exceeds the amount of securities sold other than by the Company that the underwriters determine in their sole discretion is compatible with the success of the offering, then the Company shall be required to include in the offering only that number of such securities, including Registrable Securities, which the underwriters determine in their sole discretion will not jeopardize the success of the offering (the securities so included to be apportioned pro rata among the selling stockholders according to the total amount of securities entitled requested to be included therein owned by each such selling stockholder or in such other proportions as shall mutually be agreed to by such selling stockholders) ), but in no event shall (i) the amount of securities of the selling Holders included in the offering be reduced unless the securities of all other selling stockholders included in the offering are entirely excluded and (ii) the amount of securities of the selling Holders included in the offering be reduced below 40% thirty percent (30%) of the total amount of securities included in such offering, unless such offering is the initial public offering Qualified IPO of the Company’s securities, in which case, the selling stockholders case such Holders may be excluded entirely if the underwriters make the determination described above and no if the securities of all other stockholder’s securities selling stockholders are includedexcluded entirely. For purposes of the preceding parenthetical concerning apportionment, for any selling stockholder which is a holder Holder of Registrable Securities and which is a venture capital fundpartnership, or a partnership limited liability company or corporation, the Affiliated Fundspartners (or retired partners), partners, members (or retired partners members) and stockholders of such holderselling stockholder, or the estates and family members of any such partners and (or retired partners partners), members (or retired members) or stockholders and any trusts for the benefit of any of the foregoing persons shall be deemed to be a single “selling stockholder,” and any pro-pro rata reduction with respect to such “selling stockholder” shall be based upon the aggregate amount of shares carrying registration rights owned by all entities and individuals included in such “selling stockholder,” as defined in this sentence.

Underwriting Requirements. In connection with any offering involving an underwriting of shares of the Company’s 's capital stock, the Company shall not be required under Section 1.3 to include any of the Holders’ ' securities in such underwriting unless they accept the terms of the underwriting as agreed upon between the Company and the underwriters selected by the Company it (or by other persons entitled to select the underwriters), and then only in such quantity as the underwriters determine in their sole discretion will not jeopardize the success of the offering by the Company. If the total amount of securities, including Registrable Securities, requested by stockholders to be included in such offering exceeds the amount of securities sold other than by the Company that the underwriters determine in their sole discretion is compatible with the success of the offering, then the Company shall be required to include in the offering only that number of such securities, including Registrable Securities, which the underwriters determine in their sole discretion will not jeopardize the success of the offering (the securities so included to be apportioned pro rata among the selling stockholders according to the total amount of securities entitled to be included therein owned by each selling stockholder or in such other proportions as shall mutually be agreed to by such selling stockholders) but in no event shall shall: (i) the amount of securities of the selling Holders included in the offering be reduced below 40% thirty percent (30%) of the total amount of securities included in such offering, unless such offering is the initial public offering of the Company’s securities, 's securities in which case, case the selling stockholders may be excluded if the underwriters make the determination described above and no other stockholder’s 's securities are included; or (ii) notwithstanding (i) above, any shares being sold by a stockholder exercising a demand registration right similar to that granted in Section 1.2 be excluded from such offering; or (iii) any securities held by a Founder be included if any securities held by any selling Holder are excluded. For purposes of the preceding parenthetical concerning apportionment, for any selling stockholder which is a holder of Registrable Securities and which is a venture capital fundpartnership, or a partnership limited liability company or corporation, the Affiliated Funds, partners, retired partners partners, members and stockholders of such holder, or the estates and family members of any such partners, retired partners and retired partners members and any trusts for the benefit of any of the foregoing persons shall be deemed to be a single “selling stockholder"SELLING STOCKHOLDER,” " and any pro-rata reduction with respect to such “"selling stockholder” " shall be based upon the aggregate amount of shares carrying registration rights owned by all entities and individuals included in such “"selling stockholder,” " as defined in this sentence.

Underwriting Requirements. In connection with any offering involving an underwriting of shares of the Company’s capital stock, the Company shall not be required under Section 1.3 to include any of the Holders’ securities in such underwriting unless they accept the terms of the underwriting as agreed upon between the Company and the underwriters selected by the Company it (or by other persons entitled to select the underwriters), and then only in such quantity as the underwriters determine in their sole discretion will not jeopardize the success of the offering by the Company. If the total amount of securities, including Registrable Securities, requested by stockholders to be included in such offering exceeds the amount of securities sold other than by the Company that the underwriters determine in their sole discretion is compatible with the success of the offering, then the Company shall be required to include in the offering only that number of such securities, including Registrable Securities, which the underwriters determine in their sole discretion will not jeopardize the success of the offering (the securities so included to be apportioned pro rata among the selling stockholders according to the total amount of securities entitled to be included therein owned by each selling stockholder or in such other proportions as shall mutually be agreed to by such selling stockholders) but in no event shall (i) the amount of securities of the selling Holders included in the offering be reduced below 40% twenty percent (20%) of the total amount of securities included in such offering, offering unless such offering is the initial public offering of the Company’s securities, in which case, case the selling stockholders Holders may be excluded if the underwriters make the determination described above and no other stockholder’s securities are includedincluded or (ii) any securities held by a Founder be included if any securities held by any selling Holder are excluded. For purposes of the preceding parenthetical concerning apportionment, for any selling stockholder which is a holder of Registrable Securities and which is a venture capital fund, or a partnership or corporation, the Affiliated 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 stockholder,” and any pro-rata reduction with respect to such “selling stockholder” shall be based upon the aggregate amount of shares carrying registration rights owned by all entities and individuals included in such “selling stockholder,” as defined in this sentence.

Underwriting Requirements. In connection with any offering involving an underwriting of shares of the Company’s capital stock, the Company shall not be required under Section 1.3 to include any of the Holders’ securities in such underwriting unless they accept the terms of the underwriting as agreed upon between the Company and the underwriters selected by the Company it (or by other persons entitled to select the underwriters), and then only in such quantity as the underwriters determine in their sole discretion will not jeopardize the success of the offering by the Company. If the total amount of securities, including Registrable Securities, requested by stockholders to be included in such offering exceeds the amount of securities sold other than by the Company that the underwriters determine in their sole discretion is compatible with the success of the offering, then the Company shall be required to include in the offering only that number of such securities, including Registrable Securities, which the underwriters determine in their sole discretion will not jeopardize the success of the offering (the securities so included to be apportioned pro rata among the selling stockholders according to the total amount of securities entitled to be included therein owned by each selling stockholder or in such other proportions as shall mutually be agreed to by such selling stockholders) but in no event shall (i) the amount of securities of the selling Holders included in the offering be reduced below 40% twenty percent (20%) of the total amount of securities included in such offering, unless such offering is the initial public offering of the Company’s securities, in which case, the selling stockholders may be excluded if the underwriters make the determination described above and no other stockholder’s securities are includedor (ii) notwithstanding (i) above, any shares being sold by a stockholder exercising a demand registration right similar to that granted in Section 1.2 be excluded from such offering. For purposes of the preceding parenthetical concerning apportionment, for any selling stockholder which is a holder of Registrable Securities and which is a venture capital fund, or a partnership or corporation, the Affiliated 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 stockholder,” ”, and any pro-rata reduction with respect to such “selling stockholder” shall be based upon the aggregate amount of shares carrying registration rights owned by all entities and individuals included in such “selling stockholder,” as defined in this sentence.

Underwriting Requirements. In connection with any offering involving an underwriting of shares of the Company’s 's capital stock, the Company shall not be required under Section 1.3 to include any of the Holders’ ' securities in such underwriting unless they accept the terms of the underwriting as agreed upon between the Company and the underwriters selected by the Company it (or by other persons entitled to select the underwriters), and then only in such quantity as the underwriters determine in their sole discretion will not not, jeopardize the success of the offering by the Company. If the total amount of securities, including Registrable Securities, requested by stockholders to be included in such offering exceeds the amount of securities sold other than by the Company that the underwriters determine in their sole discretion is compatible with the success of the offering, then the Company shall be required to include in the offering only that number of such securities, including Registrable Securities, which the underwriters determine in their sole discretion will not jeopardize the success of the offering (the securities so included to be apportioned pro rata among the selling stockholders according to the total amount of securities entitled to be included therein owned by each selling stockholder or in such other proportions as shall mutually be agreed to by such selling stockholders) but in no event shall ; provided, however, that the amount number of securities shares of the selling Holders included in the offering Registrable Securities to be reduced below 40% of the total amount of securities included in such offering, underwriting shall not be reduced unless such offering is the initial public offering all other securities of the Company’s securities, in which case, the selling stockholders may be are first entirely excluded if from the underwriters make the determination described above and no other stockholder’s securities are includedunderwriting). For purposes of the preceding parenthetical concerning apportionment, for any selling stockholder which that is a holder of Registrable Securities and which that is a venture capital fund, or a partnership or corporation, the Affiliated Fundsaffiliated partnerships, the 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 stockholder,” " and any pro-rata reduction with respect to such “"selling stockholder” " shall be based upon the aggregate amount of shares carrying registration rights owned by all entities and individuals included in such “"selling stockholder,” " as defined in this sentence.

Underwriting Requirements. In connection with any offering involving an underwriting of shares of the Company’s capital stock, the Company shall not be required under Section 1.3 to include any of the Holders’ securities in such underwriting unless they accept the terms of the underwriting as agreed upon between the Company and the underwriters selected by the Company it (or by other persons entitled to select the underwriters), and then only in such quantity as the underwriters determine in their sole discretion will not jeopardize the success of the offering by the Company. If the total amount of securities, including Registrable Securities, requested by stockholders to be included in such offering exceeds the amount of securities sold other than by the Company that the underwriters determine in their sole discretion is compatible with the success of the offering, then the Company shall be required to include in the offering only that number of such securities, including Registrable Securities, which the underwriters determine in their sole discretion will not jeopardize the success of the offering (the securities so included to be apportioned pro rata among the selling stockholders according to the total amount of securities entitled to be included therein owned by each selling stockholder or in such other proportions as shall mutually be agreed to by such selling stockholders) but in no event shall (i) the amount of securities of the selling Holders included in the offering be reduced below 4030% of the total amount of securities included in such offering, unless such offering is the initial public offering of the Company’s securities, in which case, the selling stockholders may be excluded if the underwriters make the determination described above and no other stockholder’s securities are includedincluded or (ii) without the consent of the holders of 60% of the Registrable Securities, any securities held by any non-Holder be included if any securities held by any selling Holder are excluded. For purposes of the preceding parenthetical concerning apportionment, for any selling stockholder which is a holder of Registrable Securities and which is a venture capital fund, or a partnership or corporation, the Affiliated 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 stockholder,” and any pro-rata reduction with respect to such “selling stockholder” shall be based upon the aggregate amount of shares carrying registration rights owned by all entities and individuals included in such “selling stockholder,” as defined in this sentence.

Underwriting Requirements. In connection with any offering involving an underwriting of shares of the Company’s capital stockstock pursuant to Section 2.2, the Company shall not be required under Section 1.3 to include any of the Holders’ securities in such underwriting unless they accept the terms of the underwriting as agreed upon between the Company and the underwriters selected by the Company (or by other persons entitled to select the its underwriters), and then only in such quantity as the underwriters determine in their sole discretion will not jeopardize the success of the offering by the Company. If the total amount number of securities, including Registrable Securities, requested by stockholders to be included in such offering exceeds the amount of securities to be sold other than by the Company that the underwriters determine in their sole reasonable discretion is compatible with the success of the offering, then the Company shall be required to include in the offering only that number of such securities, including Registrable Securities, which the underwriters and the Company determine in their sole discretion will not jeopardize the success of the offering. In no event shall any Registrable Securities be excluded from such offering (unless all other stockholders’ securities have been first excluded. In the securities so event that the underwriters determine that less than all of the Registrable Securities requested to be registered can be included to in such offering, then the Registrable Securities that are included in such offering shall be apportioned pro rata among the selling stockholders according to Holders based on the total amount number of securities entitled to be included therein owned Registrable Securities held by each all selling stockholder Holders or in such other proportions as shall mutually be agreed to by all such selling stockholders) but Holders. Notwithstanding the foregoing, in no event shall the amount of securities of the selling Holders included in the offering be reduced below 40% twenty percent (20%) of the total amount of securities included in such offering, unless such offering is the initial public offering of the Company’s securities, IPO in which case, case the selling stockholders Holders may be excluded beyond this amount if the underwriters make the determination described above and no other stockholder’s securities are includedincluded in such offering. For purposes of the preceding parenthetical concerning apportionment, for any selling stockholder which is a holder Holder of Registrable Securities and which is a venture capital an investment fund, or a partnership partnership, limited liability company or corporation, the Affiliated Fundspartners, members, retired partners, retired partners members, stockholders and stockholders Affiliates of such holderHolder, or the estates and family members of any such partners partners, retired partners, members and retired partners members and any trusts for the benefit of any of the foregoing persons shall be deemed to be a single “selling stockholder,” Holder”, and any pro-rata reduction with respect to such “selling stockholderHolder” shall be based upon the aggregate amount of shares carrying registration rights owned by all entities and individuals included in such “selling stockholderHolder,” as defined in this sentence.

Underwriting Requirements. In connection with any offering involving an underwriting of shares of the Company’s 's capital stock, the Company shall not be required under Section 1.3 to include any of the Holders’ ' securities in such underwriting unless they accept the terms of the underwriting as agreed upon between the Company and the underwriters selected by the Company it (or by other persons entitled to select the underwriters), and then only in such quantity as the underwriters determine in their sole discretion will not not, jeopardize the success of the offering by the Company. If the total amount of securities, including Registrable Securities, requested by stockholders shareholders to be included in such offering exceeds the amount of securities sold other than by the Company that the underwriters determine in their sole discretion is compatible with the success of the offering, then the Company shall be required to include in the offering only that number of such securities, including Registrable Securities, which the underwriters determine in their sole discretion will not jeopardize the success of the offering (the securities so included to be apportioned pro rata among the selling stockholders shareholders according to the total amount of securities entitled to be included therein owned by each selling stockholder Shareholder or in such other proportions as shall mutually be agreed to by such selling stockholdersshareholders) but in no event shall (i) the amount of securities of the selling Holders included in the offering be reduced below 40% thirty percent (30%) of the total amount of securities included in such offeringoffering or (ii) notwithstanding (i) above, unless such offering is the initial public offering of the Company’s securities, any shares being sold by a shareholder exercising a demand registration right similar to that granted in which case, the selling stockholders may Section 1.2 be excluded if the underwriters make the determination described above and no other stockholder’s securities are includedfrom such offering. For purposes of the preceding parenthetical concerning apportionment, for any selling stockholder shareholder which is a holder of Registrable Securities and which is a venture capital fund, or a partnership or corporation, the Affiliated Funds, partners, retired partners and stockholders shareholders of such holder, or the estates and family members of any such partners and retired partners and any trusts for the benefit of any of the foregoing persons shall be deemed to be a single “"selling stockholdershareholder,” " and any pro-rata reduction with respect to such “"selling stockholder” shareholder" shall be based upon the aggregate amount of shares carrying registration rights owned by all entities and individuals included in such “"selling stockholdershareholder,” " as defined in this sentence.

Underwriting Requirements. In connection with any offering involving an underwriting of shares of the Company’s 's capital stock, the Company shall not be required under Section 1.3 to include any of the Holders’ ' securities in such underwriting unless they accept the terms of the underwriting as agreed upon between the Company and the underwriters selected by the Company it (or by other persons entitled to select the underwriters), and then only in such quantity as the underwriters determine determine, in their sole discretion discretion, will not jeopardize the success of the offering by the Company. If If: (a) the total amount of securities, including Registrable Securities, requested by stockholders to be included in such offering exceeds (b) the amount of securities to be sold other than by the Company that the underwriters determine in their sole discretion is compatible with the success of the offering, then the Company shall be required to include in the offering only that number of such securities, including Registrable Securities, which the underwriters determine in their sole discretion will not jeopardize the success of the offering (the securities so included to be apportioned pro rata among the selling stockholders according to the total amount of securities entitled to be included therein owned by each selling stockholder or in such other proportions as shall mutually be agreed to by such selling stockholders) but in no event shall the amount of securities of the selling Holders included in the offering be reduced below 40% twenty percent (20%) of the total amount of securities included in such offering, unless such offering is the initial public firm commitment underwritten offering of the Company’s securities's securities to the general public, in which case, case the selling stockholders may be excluded if the underwriters make the determination described above and no other stockholder’s 's securities are included. For purposes of the preceding parenthetical concerning apportionment, for any selling stockholder which that is a holder of Registrable Securities and which that is a venture capital fund, or a partnership or corporation, the Affiliated 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 stockholder,” ", and any pro-pro rata reduction with respect to such “"selling stockholder” " shall be based upon the aggregate amount of shares carrying registration rights owned by all entities and individuals included in such “"selling stockholder,” " as defined in this sentence.

Underwriting Requirements. In connection with any offering involving an underwriting of shares of the Company’s capital stock, the Company shall not be required under Section 1.3 to include any of the Holders’ securities in such underwriting unless they accept the terms of the underwriting as agreed upon between the Company and the underwriters selected by the Company it (or by other persons entitled to select the underwriters), and then only in such quantity as the underwriters determine in their sole discretion will not jeopardize the success of the offering by the Company. If the total amount of securities, including Registrable Securities, requested by stockholders to be included in such offering exceeds the amount of securities sold other than by the Company that the underwriters determine in their sole discretion is compatible with the success of the offering, then the Company shall be required to include in the offering only that number of such securities, including Registrable Securities, which the underwriters determine in their sole discretion will not jeopardize the success of the offering (the securities so included to be apportioned pro rata among the selling stockholders according to the total amount of securities entitled to be included therein owned by each selling stockholder or in such other proportions as shall mutually be agreed to by such selling stockholders) but in no event shall (i) the amount of securities of the selling Holders included in the offering be reduced below 4035% of the total amount of securities included in such offering, unless such offering is the initial public offering of the Company’s securities, in which case, the selling stockholders Holders may be excluded if the underwriters make the determination described above and no other stockholder’s securities are includedincluded or (ii) without the consent of the holders of a majority of the Registrable Securities, any securities held by any non-Holder be included if any securities held by any selling Holder are excluded. For purposes of the preceding parenthetical concerning apportionment, for any selling stockholder which is a holder of Registrable Securities and which is a venture capital fund, or a partnership or corporation, the Affiliated 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 stockholder,” and any pro-rata reduction with respect to such “selling stockholder” shall be based upon the aggregate amount of shares carrying registration rights owned by all entities and individuals included in such “selling stockholder,” as defined in this sentence.

Underwriting Requirements. In connection with any offering involving an underwriting of shares of the Company’s 's capital stock, the Company shall not be required under Section 1.3 to include any of the Holders’ ' securities in such underwriting unless they accept the terms of the underwriting as agreed upon between the Company and the underwriters selected by the Company it (or by other persons entitled to select the underwriters), and then only in such quantity as the underwriters determine in their sole discretion will not jeopardize the success of the offering by the Company. If the total amount of securities, including Registrable Securities, requested by stockholders to be included in such offering exceeds the amount of securities sold other than by the Company that the underwriters determine in their sole discretion is compatible with the success of the offering, then the Company shall be required to include in the offering only that number of such securities, including Registrable Securities, which the underwriters determine in their sole discretion will not jeopardize the success of the offering (the securities so included to be apportioned pro rata among the selling stockholders according to the total amount of securities entitled to be included therein owned by each selling stockholder or in such other proportions as shall mutually be agreed to by such selling stockholders) but in no event shall (i) the amount of securities of the selling Holders included in the offering be reduced below 40% thirty percent (30%) of the total amount of securities included in such offering, unless such offering is the initial public offering of the Company’s securitiesor (ii) notwithstanding (i) above, any shares being sold by a stockholder exercising a demand registration right similar to that granted in which case, the selling stockholders may Section 1.2 be excluded if the underwriters make the determination described above and no other stockholder’s securities are includedfrom such offering. For purposes of the preceding parenthetical concerning apportionment, for any selling stockholder which is a holder of Registrable Securities and which is a venture capital fund, or a partnership or corporation, the Affiliated 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 stockholder"SELLING STOCKHOLDER,” " and any pro-rata reduction with respect to such “"selling stockholder” " shall be based upon the aggregate amount of shares carrying registration rights owned by all entities and individuals included in such “"selling stockholder,” " as defined in this sentence.

Underwriting Requirements. In connection with any offering involving an underwriting of shares of the Company’s capital stock, the Company shall not be required under Section 1.3 to include any of the Holders’ securities in such underwriting unless they accept the terms of the underwriting as agreed upon between the Company and the underwriters selected by the Company (or by other persons entitled to select the underwriters), and then only in such quantity as the underwriters determine in their sole discretion will not jeopardize the success of the offering by the Company. If the total amount of securities, including Registrable Securities, requested by stockholders to be included in such offering exceeds the amount of securities sold other than by the Company that the underwriters determine in their sole discretion is compatible with the success of the offering, then the Company shall be required to include in the offering only that number of such securities, including Registrable Securities, which the underwriters determine in their sole discretion will not jeopardize the success of the offering (the securities so included to be apportioned pro rata among the selling stockholders according to the total amount of securities entitled to be included therein owned by each selling stockholder or in such other proportions as shall mutually be agreed to by such selling stockholders) but in no event shall (i) the amount of securities of the selling Holders included in the offering be reduced below 4030% of the total amount of securities included in such offering, unless such offering is the initial public offering of the Company’s securities, in which case, the selling stockholders may be excluded if the underwriters make the determination described above and no other stockholder’s securities are includedincluded or (ii) any securities held by a Founder be included if any securities held by any selling Holder are excluded. For purposes of the preceding parenthetical concerning apportionment, for any selling stockholder which is a holder of Registrable Securities and which is a venture capital fund, or a partnership or corporation, the Affiliated 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 stockholder,” and any pro-rata reduction with respect to such “selling stockholder” shall be based upon the aggregate amount of shares carrying registration rights owned by all entities and individuals included in such “selling stockholder,” as defined in this sentence.

Underwriting Requirements. In connection with any offering involving an underwriting of shares of the Company’s 's capital stock, the Company shall not be required under Section 1.3 1.2 to include any of the Holders’ ' securities in such underwriting unless they accept the terms of the underwriting as agreed upon between the Company and the underwriters selected by the Company it (or by other persons entitled to select the underwriters), and then only in such quantity as the underwriters determine in their sole discretion will not jeopardize the success of the offering by the Company. If the total amount of securities, including Registrable Securities, requested by stockholders to be included in such offering exceeds the amount of securities sold other than by the Company that the underwriters determine in their sole discretion is compatible with the success of the offering, then the Company shall be required to include in the offering only that number of such securities, including Registrable Securities, which the underwriters determine in their sole discretion will not jeopardize the success of the offering (the securities so included to be apportioned pro rata among the selling stockholders according to the total amount of securities entitled to be included therein owned by each selling stockholder or in such other proportions as shall mutually be agreed to by such selling stockholders) but in no event shall the amount of securities of the selling Holders included in the offering be reduced below 40% twenty percent (20%) of the total amount of securities included in such offering, unless such offering is the initial public offering of the Company’s 's securities, in which case, case the selling stockholders may be excluded if the underwriters make the determination described above and no other stockholder’s 's securities are included. For purposes of the 3 6 preceding parenthetical concerning apportionment, for any selling stockholder which is a holder of Registrable Securities and which is a venture capital fund, or a partnership or corporation, the Affiliated 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 stockholder,” " and any pro-pro rata reduction with respect to such “"selling stockholder” " shall be based upon the aggregate amount of shares carrying registration rights owned by all entities and individuals included in such “"selling stockholder,” " as defined in this sentence.

Underwriting Requirements. In connection with any offering involving an underwriting of shares of the Company’s capital stock, the Company shall not be required under Section 1.3 to include any of the Holders’ securities in such underwriting unless they accept the terms of the underwriting as agreed upon between the Company and the underwriters selected by the Company (or by other persons entitled to select the underwriters), and then only in such quantity as the underwriters determine in good faith and in their sole discretion will not not, because of marketing factors, jeopardize the success of the offering by the Company. If the total amount of securities, including Registrable Securities, requested by stockholders to be included in such offering exceeds the amount of securities sold other than by the Company that the underwriters determine in good faith and in their sole discretion is compatible with the success of the offering, then the Company shall be required to include in the offering only that number of such securities, including Registrable Securities, securities which the underwriters determine in their sole discretion will not not, because of marketing factors, jeopardize the success of the offering (the securities so included to be allocated and apportioned first, to the Company; second, pro rata among the selling Holders according to the total amount of Registrable Securities owned by each such Holder or in such other proportion as shall be mutually agreed to by such Holders; and third, pro rata among any other selling stockholders according to the total amount of securities entitled to be included therein owned by each such selling stockholder or in such other proportions proportion as shall mutually be agreed to by such selling stockholders) but in no event shall the amount of securities of the selling Holders included in the offering be reduced below 40% thirty percent (30%) of the total amount of securities included in such offering, unless such offering is the initial public offering of the Company’s securities, in which case, the case all selling Holders and other selling stockholders may be excluded if the Company and underwriters make the determination described above and no other stockholder’s securities are includedabove. For purposes of the preceding parenthetical concerning allocation and apportionment, for any Holder or selling stockholder which that is a holder of Registrable Securities and which is a venture capital fund, or a partnership or corporation, the Affiliated Funds, partners, retired partners and stockholders of such holderHolder or selling stockholder, 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 “Holder” or “selling stockholder,” ”, as applicable, and any pro-pro rata reduction with respect to such “Holder or selling stockholder” stockholder shall be based upon the aggregate amount of shares carrying registration rights owned by all entities and individuals included in such “Holder” or “selling stockholder,” ”, as defined in this sentence.

Underwriting Requirements. In connection with any offering involving an underwriting of shares of the Company’s 's capital stock, the Company shall not be required under Section 1.3 2 to include any of the Bright Holders’ ' securities in such underwriting unless they accept the terms of the underwriting as agreed upon between the Company and the underwriters selected by the Company it (or by other persons entitled to select the underwriters), and then only in such quantity as the underwriters determine in their sole discretion will not jeopardize the success of the offering by the Company. If the total amount of securities, including Registrable Securities, requested by stockholders to be included in such offering exceeds the amount of securities sold other than by the Company that the underwriters determine in their sole discretion is compatible with the success of the offering, then the Company shall be required to include in the offering only that number of such securities, including Registrable Securities, which the underwriters determine in their sole discretion will not jeopardize the success of the offering (of the securities so included included. Securities shall be excluded from the offering in the order set forth below: First, the number of shares requested to be apportioned pro rata among registered for the selling stockholders according account of persons, if any, whose rights to the total amount of securities entitled to be included therein owned by each selling stockholder or in such other proportions as shall mutually be agreed to by such selling stockholders) but in no event shall the amount of securities of the selling Holders included in the offering be reduced below 40% of the total amount of securities have their shares included in such offeringregistration are subordinate to the rights granted pursuant to this Agreement shall be reduced as required; Second, unless such offering is the initial public offering number of shares requested to be registered for the account of the Company’s securitiesBright Holders of registration rights granted pursuant to this Agreement and the number of shares requested to be registered by persons, in which caseif any, holding registration rights on a parity basis with those granted by this Agreement shall be reduced, pro rata, as required; Third, the selling stockholders may number of shares requested to be excluded if the underwriters make the determination described above and no other stockholder’s securities are included. For purposes of the preceding parenthetical concerning apportionment, for any selling stockholder which is a holder of Registrable Securities and which is a venture capital fund, or a partnership or corporation, the Affiliated 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 registered for the benefit account of any of the foregoing persons shall be deemed persons, if any, whose rights to be a single “selling stockholder,” and any pro-rata reduction with respect to such “selling stockholder” shall be based upon the aggregate amount of have their shares carrying registration rights owned by all entities and individuals included in such “selling stockholder,” registrations are senior to the rights granted pursuant to this Agreement shall be reduced as defined in this sentencerequired; and Last, the number of shares intended to be registered by the Company for its own account shall be reduced as required.

Underwriting Requirements. In connection with any offering involving an underwriting of shares of the Company’s capital stock, the Company shall not be required under Section 1.3 to include any of the Holders’ securities in such underwriting unless they accept the terms of the underwriting as agreed upon between the Company and the underwriters selected by the Company (or by other persons entitled to select the underwriters)Company, and then only in such quantity as the underwriters and the Company determine in their sole discretion will not jeopardize the success of the offering by the Company. If the total amount of securities, including Registrable Securities, requested by stockholders shareholders to be included in such offering exceeds the amount of securities sold other than by the Company that the underwriters and the Company determine in their sole discretion is compatible with the success of the offering, then the Company shall be required to include in the offering only that number of such securities, including Registrable Securities, which the underwriters and the Company determine in their sole discretion will not jeopardize the success of the offering (the securities so included to be apportioned pro rata among the selling stockholders shareholders according to the total amount of securities entitled to be included therein owned by each selling stockholder shareholder or in such other proportions as shall mutually be agreed to by such selling stockholdersshareholders) but in no event shall (i) the amount of securities of the selling Holders included in the offering be reduced below 40% twenty five percent (25%) of the total amount of securities included in such offering, unless such offering is the initial public offering of the Company’s securities, securities in which case, case the selling stockholders shareholders may be excluded if the underwriters make the determination described above and no other stockholder’s securities are includedabove. For purposes of the preceding parenthetical concerning apportionment, for any selling stockholder shareholder which is a holder of Registrable Securities and which is a venture capital fund, or a partnership or corporation, the Affiliated Funds, partners, retired partners and stockholders shareholders of such holder, or the estates and family members of any such partners and retired partners and any trusts for the benefit of any of the foregoing persons shall be deemed to be a single “selling stockholdershareholder,” and any pro-rata reduction with respect to such “selling stockholdershareholder” shall be based upon the aggregate amount of shares carrying registration rights owned by all entities and individuals included in such “selling stockholdershareholder,” as defined in this sentence.

Underwriting Requirements. In connection with any offering involving an underwriting of shares of the CompanyCorporation’s capital stock, the Company Corporation shall not be required under Section 1.3 to include any of the Holders’ securities in such underwriting unless they accept the terms of the underwriting as agreed upon between the Company Corporation and the underwriters selected by the Company Corporation (or by other persons entitled to select the underwriters), and then only in such quantity as the underwriters determine in their sole discretion will not jeopardize the success of the offering by the CompanyCorporation. If the total amount of securities, including Registrable Securities, requested by stockholders to be included in such offering exceeds the amount of securities sold other than by the Company Corporation that the underwriters determine in their sole discretion is compatible with the success of the offering, then the Company Corporation shall be required to include in the offering only that number of such securities, including Registrable Securities, which the underwriters determine in their sole discretion will not jeopardize the success of the offering (the securities so included to be apportioned pro rata among the selling stockholders according to the total amount of securities entitled to be included therein owned by each selling stockholder or in such other proportions as shall mutually be agreed to by such selling stockholders) but in no event shall the amount of securities of the selling Holders included in the offering be reduced below 4025% of the total amount of securities included in such offering, unless such offering is the “new” initial public offering of the CompanyCorporation’s securities, in which case, the selling stockholders may be excluded if the underwriters make the determination described above and no other stockholder’s securities are included. For purposes of the preceding parenthetical concerning apportionment, for any selling stockholder which is a holder of Registrable Securities and which is a venture capital fund, or a partnership or corporation, the Affiliated 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 stockholder,” and any pro-rata reduction with respect to such “selling stockholder” shall be based upon the aggregate amount of shares carrying registration rights owned by all entities and individuals included in such “selling stockholder,” as defined in this sentence.

Underwriting Requirements. In connection with any offering involving an underwriting of shares of the Company’s capital stock, the Company shall not be required under Section 1.3 to include any of the Holders’ securities in such underwriting unless they accept the terms of the underwriting as agreed upon between the Company and the underwriters selected by the Company it (or by other persons entitled to select the underwriters), and then only in such quantity as the underwriters determine in their sole discretion will not jeopardize the success of the offering by the Company. If the total amount of securities, including Registrable Securities, requested by stockholders to be included in such offering exceeds the amount of securities sold other than by the Company that the underwriters determine in their sole discretion is compatible with the success of the offering, then the Company shall be required to include in the offering only that number of such securities, including Registrable Securities, which the underwriters determine in their sole discretion will not jeopardize the success of the offering (the securities so included to be apportioned pro rata among the selling stockholders according to the total amount of securities entitled to be included therein owned by each selling stockholder or in such other proportions as shall mutually be agreed to by such selling stockholders) but in no event shall (i) the amount of securities of the selling Holders included in the offering be reduced below 4025% of the total amount of securities included in such offering, unless such offering is the initial public offering of the Company’s securities, in which case, the selling stockholders may be excluded if the underwriters make the determination described above and no other stockholder’s securities are includedincluded or (ii) any securities held by an employee or director of the Company or a Founder (including any transferees (other than the Investors) thereof) be included if any securities held by any selling Holder (other than a Founder or any transferee (other than the Investors) thereof) are excluded. For purposes of the preceding parenthetical concerning apportionment, for any selling stockholder which is a holder of Registrable Securities and which is a venture capital fund, or a partnership or partnership, entity, corporation, the or limited liability company, Affiliated 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 stockholder,” and any pro-rata reduction with respect to such “selling stockholder” shall be based upon the aggregate amount of shares carrying registration rights owned by all entities and individuals included in such “selling stockholder,” Funds (as defined in this sentence.below),

Underwriting Requirements. In connection with any offering involving an underwriting of shares of the Company’s capital stock, the Company shall not be required under Section 1.3 to include any of the Holdersselling Investors’ securities in such underwriting unless they accept the terms of the underwriting as agreed upon between the Company and the underwriters selected by the Company (or by other persons entitled to select the underwriters), and then only in such quantity as the underwriters determine in their sole discretion will not jeopardize the success of the offering by the Company. If the total amount of securities, including Registrable Covered Securities, requested by stockholders to be included in such offering exceeds the amount of securities sold other than by the Company that the underwriters determine in their sole discretion is compatible with the success of the offering, then the Company shall be required to include in the offering only that number of such securities, including Registrable Covered Securities, which the underwriters determine in their sole discretion will not jeopardize the success of the offering (the securities so included to be apportioned pro rata among the selling stockholders according to the total amount of securities entitled to be included therein owned by each selling stockholder or in such other proportions as shall mutually be agreed to by such selling stockholders) but in no event shall the amount of securities of the selling Holders Investors included in the offering be reduced below 4025% of the total amount of securities included in such offering, unless such offering is the initial public offering of the Company’s securities, in which case, the selling stockholders may be excluded if the underwriters make the determination described above and no other stockholder’s securities are included. For purposes of the preceding parenthetical concerning apportionment, for any selling stockholder which is a holder of Registrable Covered Securities and which is a venture capital fund, or a partnership or corporation, the Affiliated 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 stockholder,” and any pro-rata reduction with respect to such “selling stockholder” shall be based upon the aggregate amount of shares carrying registration rights owned by all entities and individuals included in such “selling stockholder,” as defined in this sentence.

Underwriting Requirements. In connection with any offering involving an underwriting of shares of the Company’s 's capital stock, the Company shall not be required under Section 1.3 8.2 to include any of the Holders’ ' securities in such underwriting unless they accept the terms of the underwriting as agreed upon between the Company and the underwriters selected by the Company (or by other persons entitled to select the underwriters), and then only in such quantity as the underwriters determine in their sole discretion will not jeopardize the success of the offering by the Company. If the total amount of securities, including Registrable Securities, requested by stockholders Holders to be included in such offering exceeds the amount of securities sold other than by the Company that the underwriters determine in their sole discretion is compatible with the success of the offering, then the Company shall be required to include in the offering only that number of such securities, including Registrable Securities, which the underwriters determine in their sole discretion will not jeopardize the success of the offering (the securities so included to be apportioned pro rata among the all selling stockholders according to the total amount of securities entitled to be included therein owned by each selling stockholder or in such other proportions as shall mutually be agreed to by such selling stockholders) but in no event shall the amount of securities of the selling Holders included in the offering be reduced below 40% of the total amount of securities included in such offering, unless such offering is the initial public offering of the Company’s securities, in which case, the selling stockholders may be excluded if the underwriters make the determination described above and no other stockholder’s securities are included). For purposes of the preceding parenthetical concerning apportionment, for any selling stockholder which is a holder of Registrable Securities and which is a venture capital fund, or a partnership or corporation, the Affiliated 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 stockholder,” " and any pro-rata reduction with respect to such “"selling stockholder” " shall be based upon the aggregate amount of shares carrying registration rights owned by all entities and individuals included in such “"selling stockholder,” " as defined in this sentence.

Underwriting Requirements. In connection with any offering involving an underwriting of shares of the Company’s capital stockunderwriting, the Company shall will not be required under Section 1.3 to include any of the Holders’ ' securities in such underwriting unless they accept the terms of the Holders enter into an underwriting as agreement, in reasonable and customary form, agreed upon between the Company Company, the underwriters and the underwriters selected by the Company (or by other persons entitled to select the underwriters), and then only in such quantity as the underwriters determine in their sole discretion will not jeopardize the success holders of a majority of the offering by the CompanyRegistrable Securities to be registered. If the total amount of securities, including Registrable Securities, requested by stockholders securities the Holders want to be included include in such the offering exceeds the amount of securities sold other than by the Company that the underwriters determine in their sole discretion reasonably believe is compatible with the success of the offering, then the Company shall will be required to include in the offering only that number of such securities, including those Registrable Securities, which Securities the underwriters determine in their sole discretion believe will not jeopardize the success of the offering (the securities so included to be apportioned pro rata among the selling stockholders according to the total amount of securities entitled to be included therein owned by each selling stockholder or in such other proportions as shall mutually be agreed to by such selling stockholders) but in offering. In no event shall will the amount of securities of the selling Holders included in the offering be reduced below 40% twenty percent (20%) of the total amount of securities included in such offering, unless such offering is the initial public offering of the Company’s securities, an IPO in which case, case the selling stockholders Holders' shares may be excluded if the underwriters make the determination described above and no other stockholder’s shareholder's securities are included. For purposes If Holders' shares are excluded from the offering, they will be excluded pro rata among the Holders based on their holdings relative to all Holders and as may otherwise be required by the underwriters based on the underwriters' assessment of the preceding parenthetical concerning apportionment, for any selling stockholder which is a holder market conditions. Any Holder of Registrable Securities and which that is a venture capital fundpartnership, or a partnership limited liability company or corporation, the Affiliated Funds, partners, retired partners partners, members and stockholders shareholders of such holderHolder, or the estates and family members of any such partners and retired partners persons will be deemed a single "selling shareholder," and any trusts for the benefit of any of the foregoing persons shall be deemed to be a single “selling stockholder,” and any pro-pro rata reduction with respect to such “selling stockholder” shall will be based upon the aggregate amount of shares carrying registration rights Registrable Securities owned by all entities and individuals included in such “"selling stockholder,” as defined in this sentenceshareholder." EXECUTION COPY

Underwriting Requirements. In connection with any offering involving an underwriting of shares of the Company’s 's capital stock, the Company shall not be required under Section 1.3 10.2 to include any of the Holders’ ' securities in such underwriting unless they accept the terms of the underwriting as agreed upon between the Company and the underwriters selected by the Company it (or by other persons entitled to select the underwriters), and then only in such quantity as the underwriters determine in their sole discretion will not jeopardize the success of the offering by the Company. If the total amount of securities, including Registrable Securities, requested by stockholders to be included in such offering exceeds the amount of securities sold other than by the Company that the underwriters determine in their sole discretion is compatible with the success of the offering, then the Company shall be required to include in the offering only that number of such securities, including Registrable Securities, which the underwriters determine in their sole discretion will not jeopardize the success of the offering (the securities so included to be apportioned pro rata among the selling stockholders according to the total amount of securities entitled to be included therein owned by each selling stockholder or in such other proportions as shall mutually be agreed to by such selling stockholders) but in no event shall the amount of securities of the selling Holders included in the offering be reduced below 4020% of the total amount of securities included in such offering, unless such offering is the initial public offering of the Company’s securities, in which case, the selling stockholders may be excluded if the underwriters make the determination described above and no other stockholder’s securities are included. For purposes of the preceding parenthetical concerning apportionment, for any selling stockholder which is a holder of Registrable Securities and which is a venture capital fund, or a partnership or corporation, the Affiliated 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 stockholder,” " and any pro-rata reduction with respect to such “"selling stockholder” " shall be based upon the aggregate amount of shares carrying registration rights owned by all entities and individuals included in such “"selling stockholder,” " as defined in this sentence.

Underwriting Requirements. In connection with any offering involving an underwriting of shares of the Company’s share capital stockpursuant to Section 2, the Company shall not be required under Section 1.3 to include any of the Holders’ securities in such underwriting unless they accept the terms of the underwriting as agreed upon between the Company and the underwriters selected by the Company (or by other persons entitled to select the its underwriters), and then only in such quantity as the underwriters determine in their sole discretion will not jeopardize the success of the offering by the Company. If the total amount number of securities, including Registrable Securities, requested by stockholders shareholders to be included in such offering exceeds the amount of securities to be sold other than by the Company that the underwriters determine in their sole reasonable discretion is compatible with the success of the offering, then the Company shall be required to include in the offering only that number of such securities, including Registrable Securities, which the underwriters and the Company determine in their sole discretion will not jeopardize the success of the offering. In no event shall any Registrable Securities be excluded from such offering (unless all other shareholders’ securities have been first excluded. In the securities so event that the underwriters determine that less than all of the Registrable Securities requested to be registered shall be included to in such offering, then the Registrable Securities that are included in such offering shall be apportioned pro rata among the selling stockholders according to Holders based on the total amount number of securities entitled to be included therein owned Registrable Securities held by each all selling stockholder Holders or in such other proportions as shall mutually be agreed to by all such selling stockholders) but Holders. Notwithstanding the foregoing, in no event shall the amount of securities of the selling Holders included in the offering be reduced below 40% twenty-five percent (25%) of the total amount of securities included in such offering, unless such offering is the initial public offering of the Company’s securities, IPO in which case, case the selling stockholders Holders may be excluded beyond this amount if the underwriters make the determination described above and no other stockholdershareholder’s securities are includedincluded in such offering. For purposes of the preceding parenthetical concerning apportionment, for any selling stockholder shareholder which is a holder Holder of Registrable Securities and which is a venture capital an investment fund, or a partnership partnership, limited liability company or corporation, the Affiliated Fundspartners, members, retired partners, retired partners members, shareholders and stockholders Affiliates of such holderHolder, or the estates and family members of any such partners partners, retired partners, members and retired partners members and any trusts for the benefit of any of the foregoing persons shall be deemed to be a single “selling stockholder,” Holder”, and any pro-rata reduction with respect to such “selling stockholderHolder” shall be based upon the aggregate amount of shares carrying registration rights owned by all entities and individuals included in such “selling stockholderHolder,” as defined in this sentence.

Underwriting Requirements. In connection with any offering involving an underwriting of shares of the Company’s 's capital stock, the Company shall not be required required, subject to the limitations set forth below, under Section 1.3 to include any of the Holders’ ' securities in such underwriting unless they accept the terms of the underwriting as agreed upon between the Company and the underwriters selected by the Company it (or by other persons entitled to select the underwriters), and then only in such quantity as the underwriters determine in their sole discretion will not jeopardize the success of the offering by the Company. If the total amount of securities, including Registrable Securities, requested by stockholders shareholders to be included in such offering exceeds the amount of securities sold other than by the Company that the underwriters determine in their sole discretion is compatible with the success of the offering, then the Company shall be required to include in the offering only that number of such securities, including Registrable Securities, which the underwriters determine in their sole discretion will not jeopardize the success of the offering (the securities so included to be apportioned pro rata among the selling stockholders shareholders according to the total amount of securities entitled to be included therein owned by each selling stockholder shareholder or in such other proportions as shall mutually be agreed to by such selling stockholdersshareholders) but in no event shall (i) the amount of securities of the selling Holders included in the offering be reduced below 40% thirty percent (30%) of the total amount of securities included in such offering, offering unless such offering is the initial public offering of the Company’s securities, 's securities in which case, case the selling stockholders shareholders may be excluded entirely if the underwriters make the determination described above and no other stockholder’s shareholder's securities are includedincluded or (ii) notwithstanding (i) above, any shares being sold by a shareholder exercising a demand registration right similar to that granted in Section 1.2 be excluded from such offering. For purposes of the preceding parenthetical concerning apportionment, for any selling stockholder shareholder which is a holder of Registrable Securities and which is a venture capital fund, or a partnership or corporation, the Affiliated Funds, partners, retired partners and stockholders shareholders of such holder, or the estates and family members of any such partners and retired partners and any trusts for the benefit of any of the foregoing persons shall be deemed to be a single “"selling stockholder,” shareholder", and any pro-rata reduction with respect to such “"selling stockholder” shareholder" shall be based upon the aggregate amount of shares carrying registration rights owned by all entities and individuals included in such “"selling stockholder,” shareholder", as defined in this sentence.

Underwriting Requirements. In connection with any offering involving an underwriting of shares of the Company’s 's capital stock, the Company shall not be required under Section 1.3 to include any of the Holders’ ' securities in such underwriting unless they accept the terms of the underwriting as agreed upon between the Company and the underwriters selected by the Company it (or by other persons entitled to select the underwriters), and then only in such quantity as the underwriters determine in their sole discretion will not jeopardize the success of the offering by the Company. If the total amount of securities, including Registrable Securities, requested by stockholders to be included in such offering exceeds the amount of securities sold other than by the Company that the underwriters determine in their sole discretion is compatible with the success of the offering, then the Company shall be required to include in the offering only that number of such securities, including Registrable Securities, which that the underwriters determine in their sole discretion will not jeopardize the success of the offering (the securities so included to be apportioned pro rata among the selling stockholders according to the total amount of securities entitled to be included therein owned by each selling stockholder or in such other proportions as shall mutually be agreed to by such selling stockholders) , but in no any event shall subject to the amount apportionment rights of securities certain selling stockholders under Section 1.8 of the selling Holders included in Registration Rights Agreement, dated October 20, 1997, between the offering be reduced below 40% of the total amount of securities included in such offering, unless such offering is the initial public offering Company and certain stockholders of the Company’s securities, in which case, the selling stockholders may be excluded if the underwriters make the determination described above and no other stockholder’s securities are included). For purposes of the preceding parenthetical concerning apportionment, for any selling stockholder which that is a holder Holder of Registrable Securities and which that is a venture capital fund, or a partnership or corporation, the Affiliated Funds, corporate partners, retired partners and stockholders of such holderHolder, or the estates and family members of any such partners and retired partners and any trusts for the benefit of any of the foregoing persons shall be deemed to be a single “"selling stockholder,” " and any pro-rata reduction with respect to such “"selling stockholder” " shall be based upon the aggregate amount of shares carrying registration rights owned by all entities and individuals included in such “"selling stockholder,” " as defined in this sentence.

Underwriting Requirements. In connection with any offering involving an underwriting of shares of the Company’s capital stockstock pursuant to Section 2.2, the Company shall not be required under Section 1.3 to include any of the Holders’ securities in such underwriting unless they accept the terms of the underwriting as agreed upon between the Company and the underwriters selected by the Company (or by other persons entitled to select the its underwriters), and then only in such quantity as the underwriters determine in their sole discretion will not jeopardize the success of the offering by the Company. If the total amount number of securities, including Registrable Securities, requested by stockholders to be included in such offering exceeds the amount of securities to be sold other than by the Company that the underwriters determine in their sole reasonable discretion is compatible with the success of the offering, then the Company shall be required to include in the offering only that number of such securities, including Registrable Securities, which the underwriters and the Company determine in their sole discretion will not jeopardize the success of the offering. In no event shall any Registrable Securities be excluded from such offering (unless all other stockholders’ securities have been first excluded. In the securities so event that the underwriters determine that less than all of the Registrable Securities requested to be registered can be included to in such offering, then the Registrable Securities that are included in such offering shall be apportioned pro rata among the selling stockholders according to Holders based on the total amount number of securities entitled to be included therein owned Registrable Securities then outstanding deemed held by each all selling stockholder Holders or in such other proportions as shall mutually be agreed to by all such selling stockholders) but Holders. Notwithstanding the foregoing, in no event shall the amount of securities of the selling Holders included in the offering be reduced below 40% twenty-five percent (25%) of the total amount of securities included in such offering, unless such offering is the initial public offering of the Company’s securities, IPO in which case, case the selling stockholders Holders may be excluded beyond this amount if the underwriters make the determination described above and no other stockholder’s securities are includedincluded in such offering. For purposes of the preceding parenthetical concerning apportionment, for any selling stockholder which is a holder Holder of Registrable Securities and which is a venture capital an investment fund, or a partnership partnership, limited liability company or corporation, the Affiliated Fundspartners, members, retired partners, retired partners members, stockholders and stockholders Affiliates of such holderHolder, or the estates and family members of any such partners partners, retired partners, members and retired partners members and any trusts for the benefit of any of the foregoing persons shall be deemed to be a single “selling stockholder,” Holder”; and for any other selling stockholder which is a Holder of Registrable Securities, any entities affiliated with such selling stockholder or the estates and family members of any such selling stockholder 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 stockholderHolder” shall be based upon the aggregate amount of shares carrying registration rights owned by all entities and individuals included in such “selling stockholderHolder,” as defined in this sentence.

Underwriting Requirements. In connection with any offering involving an underwriting of shares of the Company’s 's capital stock, the Company shall not be required under Section 1.3 5.2 to include any of the Holders’ Purchaser or its Transferees' securities in such underwriting unless they accept the terms of the underwriting as agreed upon between the Company and the underwriters selected by the Company it (or by other persons entitled to select the underwriters), and then only in such quantity as the underwriters determine in their sole discretion will not jeopardize the success of the offering by the Company. If the total amount of securities, including Registrable Securities, requested by stockholders Purchaser or its Transferees to be included in such offering exceeds the amount of securities sold other than by the Company that the underwriters determine in their sole discretion is compatible with the success of the offering, then the Company shall be required to include in the offering only that number of such securities, including Registrable Securities, which the underwriters determine in their sole discretion will not jeopardize the success of the offering (the securities so included to be apportioned pro rata among the selling stockholders shareholders according to the total amount of securities entitled to be included therein owned by each selling stockholder shareholder or in such other proportions as shall mutually be agreed to by such selling stockholdersshareholders) but in no event shall (i) any shares being sold by a Purchaser or its Transferee exercising a demand registration right set forth in Section 5.1 be excluded from such offering and (ii) the amount of securities of the selling Holders Purchaser or its Transferees included in the offering be reduced below 40% ten percent (10%) of the total amount of securities included in such offering, unless such offering is the initial first public offering of the Company’s securities's securities made after the date of this Agreement, in which case, except as provided in (i) the selling stockholders shareholders may be excluded if the underwriters make the determination described above and no other stockholder’s shareholder's securities are included. For purposes of the preceding parenthetical concerning apportionment, for any selling stockholder shareholder which is a holder of Registrable Securities and which is a venture capital fund, or a partnership or corporation, the Affiliated Funds, partners, retired partners and stockholders shareholders of such holder, or the estates and family members of any such partners and retired partners and any trusts for the benefit of any of the foregoing persons shall be deemed to be a single “"selling stockholdershareholder,” " and any pro-pro rata reduction with respect to such “"selling stockholder” shareholder" shall be based upon the aggregate amount of shares carrying registration rights owned by all entities and individuals included in such “"selling stockholdershareholder,” " as defined in this sentence.

Underwriting Requirements. In connection with any offering involving an underwriting of shares of the Company’s 's capital stockstock pursuant to Section 2.1, the Company shall not be required under Section 1.3 to include any of the Holders’ ' securities in such underwriting unless they accept the terms of the underwriting as agreed upon between the Company and the underwriters selected by the Company (or by other persons entitled to select the its underwriters), and then only in such quantity as the underwriters determine in their sole discretion will not jeopardize the success of the offering by the Company. If the total amount number of securities, including Registrable Securities, requested by stockholders to be included in such offering exceeds the amount of securities to be sold other than by the Company that the underwriters determine in their sole reasonable discretion is compatible with the success of the offering, then the Company shall be required to include in the offering only that number of such securities, including Registrable Securities, which the underwriters and the Company determine in their sole discretion will not jeopardize the success of the offering. In no event shall any Registrable Securities be excluded from such offering (unless all other stockholders' securities have been first excluded. In the securities so event that the underwriters determine that less than all of the Registrable Securities requested to be registered can be included to in such offering, then the Registrable Securities that are included in such offering shall be apportioned pro rata among the selling stockholders according to Holders based on the total amount number of securities entitled to be included therein owned Registrable Securities held by each all selling stockholder Holders or in such other proportions as shall mutually be agreed to by all such selling stockholders) but Holders. Notwithstanding the foregoing, in no event shall the amount of securities of the selling Holders included in the offering be reduced below 40% thirty percent (30%) of the total amount of securities included in such offering, unless such offering is the initial public offering of the Company’s securities, in which case, the selling stockholders may be excluded if the underwriters make the determination described above and no other stockholder’s securities are included. For purposes of the preceding parenthetical provision concerning apportionment, for any selling stockholder which is a holder Holder of Registrable Securities and which is a venture capital an investment fund, or a partnership partnership, limited liability company or corporation, the Affiliated Fundspartners, members, retired partners, retired partners members, stockholders and stockholders Affiliates of such holderHolder, or the estates and family members of any such partners partners, retired partners, members and retired partners members and any trusts for the benefit of any of the foregoing persons shall be deemed to be a single “"selling stockholder,” Holder", and any pro-rata reduction with respect to such “"selling stockholder” Holder" shall be based upon the aggregate amount of shares carrying registration rights owned by all entities and individuals included in such “"selling stockholderHolder,” " as defined in this sentence.

Underwriting Requirements. In connection with any offering involving an underwriting of shares of the Company’s capital stock, the Company shall not be required under Section 1.3 to include any of the Holders’ securities in such underwriting unless they accept the terms of the underwriting as agreed upon between the Company and the underwriters selected by the Company it (or by other persons entitled to select the underwriters), and then only in such quantity as the underwriters determine in their sole discretion will not jeopardize the success of the offering by the Company. If the total amount of securities, including Registrable Securities, requested by stockholders holders of capital stock to be included in such offering exceeds the amount of securities sold other than by the Company that the underwriters determine in their sole discretion is compatible with the success of the offering, then the Company shall be required to include in the offering only that number of such securities, including Registrable Securities, which the underwriters determine in their sole discretion will not jeopardize the success of the offering (the securities so included to be apportioned pro rata among the selling stockholders security holders according to the total amount of securities entitled to be included therein owned by each selling stockholder security holder or in such other proportions as shall mutually be agreed to by such selling stockholderssecurity holders) but in no event shall (a) the amount of securities of the selling Holders included in the offering be reduced below 4030% of the total amount of securities included in such offering, unless such offering is the initial public offering of the Company’s securities, in which case, the selling stockholders security holders may be excluded if the underwriters make the determination described above and no other stockholderholder’s securities are includedincluded or (b) any securities held by a Founder be included if any securities held by any selling Holder are excluded. For purposes of the preceding parenthetical concerning apportionment, for any selling stockholder security holder which is a holder of Registrable Securities and which is a venture capital fund, or a partnership or corporation, the Affiliated Funds, partners, retired partners and stockholders holders of capital stock 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 stockholdersecurity holder,” and any pro-rata reduction with respect to such “selling stockholdersecurity holder” shall be based upon the aggregate amount of shares carrying registration rights owned by all entities and individuals included in such “selling stockholdersecurity holder,” as defined in this sentence.

Underwriting Requirements. In connection with any offering involving an underwriting of shares of the Company’s 's capital stock, the Company shall not be required under Section 1.3 to include any of the Holders’ ' securities in such underwriting unless they accept the terms of the underwriting as agreed upon between the Company and the underwriters selected by the Company it (or by other persons entitled to select the underwriters), and then only in such quantity as the underwriters determine in their sole discretion will not jeopardize the success of the offering by the Company. If the total amount of securities, including Registrable Securities, requested by stockholders shareholders to be included in such offering exceeds the amount of securities sold other than by the Company that the underwriters determine in their sole discretion is compatible with the success of the offering, then the Company shall be required to include in the offering only that number of such securities, including Registrable Securities, which the underwriters determine in their sole discretion will not jeopardize the success of the offering (the securities so included to be apportioned pro rata among the selling stockholders shareholders according to the total amount of securities entitled to be included therein owned by each selling stockholder shareholder or in such other proportions as shall mutually be agreed to by such selling stockholdersshareholders) but in no event shall (i) the amount of securities, including Registrable Securities and all other securities the holders of which have similar rights, of the selling Holders shareholders included in the offering be reduced below 40% thirty percent (30%) of the total amount of securities included in such offering, unless such offering is the initial public offering of the Company’s securitiesor (ii) notwithstanding (i) above, any shares being sold by a shareholder exercising a demand registration right similar to that granted in which case, the selling stockholders may Section 1.2 be excluded if the underwriters make the determination described above and no other stockholder’s securities are includedfrom such offering. For purposes of the preceding parenthetical concerning apportionment, for apportionment of any selling stockholder shareholder which is a holder of Registrable Securities and which is a venture capital fund, or a partnership or corporation, the Affiliated Funds, partners, retired partners and stockholders shareholders of such holder, or the estates and family members of any such partners and retired partners and any trusts for the benefit of any of the foregoing persons shall be deemed to be a single “"selling stockholdershareholder,” " and any pro-rata reduction with respect to such “"selling stockholder” shareholder" shall be based upon the aggregate amount of shares carrying registration rights owned by all entities and individuals included in such “"selling stockholdershareholder,” " as defined in this sentence.

Underwriting Requirements. In connection with any offering involving an underwriting of shares of the Company’s 's capital stock, the Company shall not be required under Section 1.3 2.1 to include any of the Holders’ Holder's securities in such underwriting unless they accept Holder accepts the terms of the underwriting as agreed upon between the Company and the underwriters selected by the Company it (or by other persons entitled to select the underwriters), and then only in such quantity as the underwriters determine in their sole discretion will not jeopardize the success of the offering by the Company. If the total amount of securities, including Registrable Securities, requested by stockholders to be included in such offering exceeds the amount of securities sold other than by the Company that the underwriters determine in their sole discretion is compatible with the success of the offering, then the Company shall be required to include in the offering only that number of such securities, including Registrable Securities, which the underwriters determine in their sole discretion will not jeopardize the success of the offering (the securities so included to be apportioned pro rata among the selling stockholders according to the total amount of securities entitled to be included therein owned by each selling stockholder or in such other proportions as shall mutually be agreed to by such selling stockholders) but in no event shall (i) the amount of securities of the all selling Holders stockholders included in the offering be reduced below 40% twenty percent (20%) of the total amount of securities included in such offering, unless such offering is the initial public offering or (ii) notwithstanding (i) above, any shares being sold by a stockholder exercising a demand registration right similar to that granted in Section 1.2 of the Company’s securities, in which case, the selling stockholders may Investors Rights Agreement be excluded if the underwriters make the determination described above and no other stockholder’s securities are includedfrom such offering. For purposes of the preceding parenthetical subsections concerning apportionment, for any selling stockholder which is a holder of Registrable Securities registrable securities under this Agreement or the Investors Rights Agreement and which is a venture capital fund, or a partnership or corporation, the Affiliated 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 stockholder,” " and any pro-rata reduction with respect to such “"selling stockholder” ," shall be based upon the aggregate amount of shares carrying registration rights owned by all entities and individuals included in such “"selling stockholder,” " as defined in this sentence.

Underwriting Requirements. In connection with any offering involving an underwriting of shares of the Company’s capital stock, the Company shall not be required under Section 1.3 to include any of the Holders’ securities in such underwriting unless they accept the terms of the underwriting as agreed upon between the Company and the underwriters selected by the Company it (or by other persons entitled to select the underwriters), and then only in such quantity as the underwriters determine in their sole discretion will not jeopardize the success of the offering by the Company. If the total amount of securities, including Registrable Securities, requested by stockholders holders of capital stock to be included in such offering exceeds the amount of securities sold other than by the Company that the underwriters determine in their sole discretion is compatible with the success of the offering, then the Company shall be required to include in the offering only that number of such securities, including Registrable Securities, which the underwriters determine in their sole discretion will not jeopardize the success of the offering (the securities so included to be apportioned pro rata among the selling stockholders security holders according to the total amount of securities entitled to be included therein owned by each selling stockholder security holder or in such other proportions as shall mutually be agreed to by such selling stockholderssecurity holders) but in no event shall (a) the amount of securities of the selling Holders included in the offering be reduced below 4030% of the total amount of securities included in such offering, unless such offering is the initial public offering of the Company’s securities, in which case, the selling stockholders security holders may be excluded if the underwriters make the determination described above and no other stockholderholder’s securities are included, (b) any securities of the selling Holders be excluded from such offering unless all other stockholders’ securities have been first excluded or (c) any securities held by a Founder be included if any securities held by any non-Founder selling Holder are excluded. For purposes of the preceding parenthetical concerning apportionment, for any selling stockholder security holder which is a holder of Registrable Securities and which is a venture capital fund, or a partnership or corporation, the Affiliated Funds, partners, retired partners partners, members, retired members, affiliated venture capital funds and stockholders holders of capital stock of such holder, or the estates and family members of any such partners partners, members, retired members and retired partners and any trusts for the benefit of any of the foregoing persons shall be deemed to be a single “selling stockholdersecurity holder,” and any pro-rata reduction with respect to such “selling stockholdersecurity holder” shall be based upon the aggregate amount of shares carrying registration rights owned by all entities and individuals included in such “selling stockholdersecurity holder,” as defined in this sentence.

Underwriting Requirements. In connection with any offering involving an underwriting of shares of the Company’s capital stock, the Company shall not be required under Section 1.3 3 to include any of the Holders’ securities in such underwriting unless they accept the terms of the underwriting as agreed upon between the Company and the underwriters selected by the Company it (or by other persons entitled to select the underwriters), and then only in such quantity as the underwriters determine in their sole discretion will not jeopardize the success of the offering by the Company. If the total amount of securities, including Registrable Securities, requested by stockholders shareholders to be included in such offering exceeds the amount of securities sold other than by the Company that the underwriters determine in their sole discretion is compatible with the success of the offering, then the Company shall be required to include in the offering only that number of such securities, including Registrable Securities, which the underwriters determine in their sole discretion will not jeopardize the success of the offering (the securities so included to be apportioned pro rata among the selling stockholders Holders according to the total amount of securities entitled to be included therein owned by each selling stockholder Holder or in such other proportions as shall mutually be agreed to by such selling stockholdersHolders) but in no event shall the amount of securities of the selling Holders included in the offering be reduced below 40% 30 per cent of the total amount of securities included in such offering, unless such offering is the initial public offering of the Company’s securities, in which case, the selling stockholders may be excluded if the underwriters make the determination described above and no other stockholder’s securities are included. For purposes of the preceding parenthetical concerning apportionment, for any selling stockholder which shareholder that is a holder Holder of Registrable Securities and which is a venture capital fund, or a partnership or corporation, the Affiliated Funds, partners, retired partners and stockholders shareholders of such holderHolder, or the estates and family members of any such partners and retired partners and any trusts for the benefit of any of the foregoing persons shall be deemed to be a single “selling stockholderHolder,” and any pro-rata reduction with respect to such “selling stockholderHolder” shall be based upon the aggregate amount of shares carrying registration rights owned by all entities and individuals included in such “selling stockholderHolder,” as defined in this sentence.

Underwriting Requirements. In connection with any offering involving an underwriting of shares of the Company’s capital stock, the Company shall not be required under Section 1.3 to include any of the Holders’ securities in such underwriting unless they accept the terms of the underwriting as agreed upon between the Company and the underwriters selected by the Company it (or by other persons entitled to select the underwriters), and then only in such quantity as the underwriters determine in their sole discretion will not jeopardize the success of the offering by the Company. If the total amount of securities, including Registrable Securities, requested by stockholders holders of capital stock to be included in such offering exceeds the amount of securities sold other than by the Company that the underwriters determine in their sole discretion is compatible with the success of the offering, then the Company shall be required to include in the offering only that number of such securities, including Registrable Securities, which the underwriters determine in their sole discretion will not jeopardize the success of the offering (the securities so included to be apportioned pro rata among the selling stockholders security holders according to the total amount of securities entitled to be included therein owned by each selling stockholder security holder or in such other proportions as shall mutually be agreed to by such selling stockholderssecurity holders) but in no event shall (a) the amount of securities of the selling Holders included in the offering be reduced below 4025% of the total amount of securities included in such offering, unless such offering is the initial public offering of the Company’s securities, in which case, the selling stockholders security holders may be excluded if the underwriters make the determination described above and no other stockholderholder’s securities are includedincluded or (b) any securities held by a Founder or any other stockholder that is not a Holder be included if any securities held by any selling Holder that is not a Founder are excluded. For purposes of the preceding parenthetical concerning apportionment, for any selling stockholder security holder which is a holder of Registrable Securities and which is a venture capital fund, or a partnership or corporation, the Affiliated Funds, partners, retired partners and stockholders holders of capital stock 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 stockholdersecurity holder,” and any pro-rata reduction with respect to such “selling stockholdersecurity holder” shall be based upon the aggregate amount of shares carrying registration rights owned by all entities and individuals included in such “selling stockholdersecurity holder,” as defined in this sentence.

Underwriting Requirements. In connection with any offering involving an underwriting of shares of the Company’s capital stock, the Company shall not be required under Section 1.3 1.03 to include any of the Holders’ securities in such underwriting unless they accept the terms of the underwriting as agreed upon between the Company and the underwriters selected by the Company (or by other persons entitled to select the underwriters), and then only in such quantity as the underwriters determine in their sole reasonable discretion will not jeopardize the success of the offering by the Company. If the total amount of securities, including Registrable Securities, requested by stockholders to be included in such offering exceeds the amount of securities sold other than by the Company that the underwriters determine in their sole reasonable discretion is compatible with the success of the offering, then the Company shall be required to include in the offering only that number of such securities, including Registrable Securities, which the underwriters determine in their sole reasonable discretion will not jeopardize the success of the offering (the securities so included to be apportioned pro rata among the selling stockholders according to the total amount of securities entitled to be included therein owned by each selling stockholder or in such other proportions as shall mutually be agreed to by such selling stockholders) but in no event shall the amount of securities of the selling Holders included in the offering be reduced below 40% twenty percent (20%) of the total amount of securities included in such offering, unless such offering is the initial public offering of the Company’s securitiesa Qualified Offering, in which case, the selling stockholders may be excluded if the underwriters make the determination described above and no other stockholder’s securities are included. For purposes of the preceding parenthetical concerning apportionment, for any selling stockholder which is a holder of Registrable Securities Holder and which is a private equity or venture capital fund, or a partnership or corporation, the Affiliated Funds, partners, retired partners and stockholders of such holderHolder, or the estates and family members of any such partners and retired partners and any trusts for the benefit of any of the foregoing persons shall be deemed to be a single “selling stockholder,” and any pro-rata reduction with respect to such “selling stockholder” shall be based upon the aggregate amount of shares carrying registration rights owned by all entities and individuals included in such “selling stockholder,” as defined in this sentence.

Underwriting Requirements. In connection with any offering involving an underwriting of shares of the Company’s capital stock, the Company shall not be required under Section 1.3 to include any of the Holders’ securities in such underwriting unless they accept the terms of the underwriting as agreed upon between the Company and the underwriters selected by the Company it (or by other persons entitled to select the underwriters), and then only in such quantity as the underwriters determine in their sole discretion will not jeopardize the success of the offering by the Company. If the total amount of securities, including Registrable Securities, requested by stockholders to be included in such offering exceeds the amount of securities sold other than by the Company that the underwriters determine in their sole discretion is compatible with the success of the offering, then the Company shall be required to include in the offering only that number of such securities, including Registrable Securities, which the underwriters determine in their sole discretion will not jeopardize the success of the offering (the securities so included to be apportioned pro rata among the selling stockholders according to the total amount of securities entitled to be included therein owned by each selling stockholder or in such other proportions as shall mutually be agreed to by such selling stockholders) but in no event shall the amount of securities of the selling Holders included in the offering be reduced below 40% twenty percent (20%) of the total amount of securities included in such offering, unless such offering is the initial public offering of the Company’s securities, in which case, the selling stockholders may be excluded if the underwriters make the determination described above and no other stockholder’s securities are included. For purposes of the preceding parenthetical concerning apportionment, for any selling stockholder which is a holder of Registrable Securities and which is a venture capital fund, or a partnership or corporation, the Affiliated Fundsaffiliated venture capital funds, partners, retired partners partners, members, former members, and stockholders of such holder, or the estates and family members of any such partners and retired partners partners, members and former members and any trusts for the benefit of any of the foregoing persons shall be deemed to be a single “selling stockholder,” and any pro-rata reduction with respect to such “selling stockholder” shall be based upon the aggregate amount of shares carrying registration rights owned by all entities and individuals included in such “selling stockholder,” as defined in this sentence.

Underwriting Requirements. In connection with any offering ------------------------- involving an underwriting of shares of the Company’s 's capital stock, the Company shall not be required under Section 1.3 to include any of the Holders’ ' securities in such underwriting unless they accept the terms of the underwriting as agreed upon between the Company and the underwriters selected by the Company it (or by other persons entitled to select the underwriters), and then only in such quantity as the underwriters determine in their sole discretion will not jeopardize the success of the offering by the Company. If the total amount of securities, including Registrable Securities, requested by stockholders to be included in such offering exceeds the amount of securities sold other than by the Company that the underwriters determine in their sole discretion is compatible with the success of the offering, then the Company shall be required to include in the offering only that number of such securities, including Registrable Securities, which the underwriters determine in their sole discretion will not jeopardize the success of the offering (the securities so included to be apportioned pro rata among the selling stockholders according to the total amount of securities entitled to be included therein owned by each selling stockholder or in such other proportions as shall mutually be agreed to by such selling stockholders) ), but in no event shall (i) the amount of securities (not including Founders' Stock) of the selling Holders included in the offering be reduced unless the securities of all other selling shareholders (including Founders) are excluded entirely and (ii) the amount of securities (not including Founders' Stock) of the selling Holders included in the offering be reduced below 40% thirty percent (30%) of the total amount of securities included in such offering, unless such offering is the initial public offering of the Company’s securitiesIPO, in which case, case the selling stockholders may be excluded if the underwriters make the determination described above and no other stockholder’s securities are includedabove. For purposes of the preceding parenthetical concerning apportionment, for any selling stockholder which is a holder of Registrable Securities and which is a venture capital fund, or a partnership or corporation, the Affiliated 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 stockholder,” " and ------------------- any pro-rata reduction with respect to such “"selling stockholder” " shall be based upon the aggregate amount of shares carrying registration rights owned by all entities and individuals included in such “"selling stockholder,” " as defined in this sentence.

Underwriting Requirements. In connection with any offering involving an underwriting of shares of the Company’s capital stock, the Company shall not be required under Section 1.3 to include any of the Holders’ securities in such underwriting unless they accept the terms of the underwriting as agreed upon between the Company and the underwriters selected by the Company it (or by other persons entitled to select the underwriters), and then only in such quantity as the underwriters determine in their sole discretion will not jeopardize the success of the offering by the Company. If the total amount of securities, including Registrable Securities, requested by stockholders to be included in such offering exceeds the amount of securities sold other than by the Company that the underwriters determine in their sole discretion is compatible with the success of the offering, then the Company shall be required to include in the offering only that number of such securities, including Registrable Securities, which the underwriters determine in their sole discretion will not jeopardize the success of the offering (the securities so included to be apportioned pro rata among the selling stockholders according to the total amount of securities entitled to be included therein owned by each selling stockholder or in such other proportions as shall mutually be agreed to by such selling stockholders) but ); provided that in no event shall the amount of securities of the selling Holders included in the offering be reduced (x) below 40% thirty percent (30%) of the total amount of securities included in such offering, unless such offering is the initial public offering of the Company’s securitiesQualified IPO, in which case, the selling stockholders may be excluded if the underwriters make the determination described above and no other stockholder’s securities are includedincluded or any securities held by a Founder be included in such offering if any Registrable Securities held by any Holder (and that such Holder has requested to be registered) are excluded from such offering or (y) until all Founders’ Stock is first excluded from such offering. For purposes of the preceding parenthetical concerning apportionment, for any selling stockholder which is a holder of Registrable Securities and which is a venture capital fundpartnership, or a partnership limited liability company or corporation, the Affiliated Funds, partners, retired partners partners, members, retired members and stockholders of such holder, or the estates and family members of any such partners and partners, retired partners partners, members, retired members and any trusts for the benefit of any of the foregoing persons shall be deemed to be a single “selling stockholder,” and any pro-rata reduction with respect to such “selling stockholder” shall be based upon the aggregate amount of shares carrying registration rights owned by all entities and individuals included in such “selling stockholder,” as defined in this sentence.

Underwriting Requirements. In connection with any offering involving an underwriting of shares of the Company’s capital stock, the Company shall not be required under Section 1.3 to include any of the Holders’ securities in such underwriting unless they accept the terms of the underwriting as agreed upon between the Company and the underwriters selected by the Company it (or by other persons entitled to select the underwriters), and then only in such quantity as the underwriters determine in their sole discretion will not jeopardize the success of the offering by the Company. If the total amount of securities, including Registrable Securities, requested by stockholders to be included in such offering exceeds the amount of securities sold other than by the Company that the underwriters determine in their sole discretion is compatible with the success of the offering, then the Company shall be required to include in the offering only that number of such securities, including Registrable Securities, which the underwriters determine in their sole discretion will not jeopardize the success of the offering (the securities so included to be apportioned pro rata among the selling stockholders according to the total amount of securities entitled to be included therein owned by each selling stockholder or in such other proportions as shall mutually be agreed to by such selling stockholders) but in no event shall (i) the amount of securities of the selling Holders included in the offering be reduced below 4030% of the total amount of securities included in such offering, unless such offering is the initial public offering of the Company’s securities, in which case, the selling stockholders may be excluded if the underwriters make the determination described above and no other stockholder’s securities are includedincluded or (ii) without the consent of the holders of a majority of the Registrable Securities, any securities held by any non-Holder be included if any securities held by any selling Holder are excluded. For purposes of the preceding parenthetical concerning apportionment, for any selling stockholder which is a holder Holder of Registrable Securities and which is a venture capital fundlimited liability company, or a partnership or corporation, the Affiliated Funds, partners, retired partners partners, Affiliated Funds and stockholders of such holderHolder, or the estates and family members of any such partners and retired partners and any trusts for the benefit of any of the foregoing persons shall be deemed to be a single “selling stockholder,” and any pro-rata reduction with respect to such “selling stockholder” shall be based upon the aggregate amount of shares carrying registration rights owned by all entities and individuals included in such “selling stockholder,” as defined in this sentence.

Underwriting Requirements. In connection with any offering involving an underwriting of shares of the Company’s capital stockstock or other securities, the Company shall not be required under this Section 1.3 to include any of the Holders’ securities in such underwriting unless they accept the terms of the underwriting as agreed upon between the Company and the underwriters selected by the Company (or by other persons entitled to select the underwriters), ) and then only enter into an underwriting agreement in customary form with such quantity as the underwriters determine in their sole discretion will not jeopardize the success of the offering by the Companyunderwriters. If the total amount of securities, including Registrable Securities, requested by stockholders securityholders to be included in such offering exceeds the amount of securities sold other than by the Company that the underwriters determine in their sole discretion is compatible with the success of the offering, then the Company shall be required to include in the offering only that number of such securities, including Registrable Securities, which that the underwriters determine in their sole discretion will not jeopardize the success of the offering. In no event shall any Registrable Securities be excluded from such offering (unless all other stockholders’ securities have been first excluded. In the securities so event that the underwriters determine that less than all of the Registrable Securities requested to be registered can be included to in such offering, then the Registrable Securities that are included in such offering shall be apportioned pro rata among the selling stockholders according to Holders based on the total amount number of securities entitled to be included therein owned Registrable Securities held by each all selling stockholder Holders or in such other proportions as shall mutually be agreed to by all such selling stockholders) but Holders, provided, however, that in no event shall the amount of securities of the selling Holders included in the offering be reduced below 40% twenty-five percent (25%) of the total amount of securities included in such offering, unless such offering is the initial public offering of the Company’s securitiesInitial Offering, in which case, case the selling stockholders Holders may be excluded if the underwriters make the determination described above and no other stockholder’s securities are includedincluded in such offering. For purposes of the preceding parenthetical sentence concerning apportionment, for any selling stockholder which securityholder that is a holder Holder of Registrable Securities and which that is a venture capital fund, or a partnership or corporation, the Affiliated Fundsaffiliated venture capital funds, partners, retired partners and stockholders of such holderHolder, or the estates and family members of any such partners and retired partners and any trusts for the benefit of any of the foregoing persons persons, shall be deemed to be a single “selling stockholderHolder,” and any pro-pro rata reduction with respect to such “selling stockholderHolder” shall be based upon the aggregate amount of shares carrying registration rights Registrable Securities owned by all such related entities and individuals included in such “selling stockholder,” as defined in this sentenceindividuals.

Underwriting Requirements. In connection with any offering involving an underwriting of shares of the Company’s 's capital stock, the Company shall not be required under Section 1.3 to include any of the Holders’ ' securities in such underwriting unless they accept the terms of the underwriting as agreed upon between the Company and the underwriters selected by the Company it (or by other persons entitled to select the underwriters), and then only in such quantity as the underwriters determine in their sole discretion will not jeopardize the success of the offering by the Company. If the total amount of securities, including Registrable Securities, requested by stockholders shareholders to be included in such offering exceeds the amount of securities sold other than by the Company that the underwriters determine in their sole discretion is compatible with the success of the offering, then the Company shall be required to include in the offering only that number of such securities, including Registrable Securities, which the underwriters determine in their sole discretion will not jeopardize the success of the offering (the securities so included to be apportioned pro rata among the selling stockholders shareholders according to the total amount of securities entitled to be included therein owned by each selling stockholder shareholder or in such other proportions as shall mutually be agreed to by such selling stockholdersshareholders) but in no event shall (i) the amount of securities of the selling Holders included in the offering be reduced below 40% twenty percent (20%) of the total amount of securities included in such offering, unless such offering is the initial public offering of the Company’s securitiesor (ii) notwithstanding (i) above, any shares being sold by a shareholder exercising a demand registration right similar to that granted in which case, the selling stockholders may Section 1.2 be excluded if the underwriters make the determination described above and no other stockholder’s securities are includedfrom such offering. For purposes of the preceding parenthetical concerning apportionment, for any selling stockholder shareholder which is a holder of Registrable Securities and which is a venture capital fund, or a partnership or corporation, the Affiliated Funds, partners, retired partners and stockholders shareholders of such holder, or the estates and family members of any such partners and retired partners and any trusts for the benefit of any of the foregoing persons shall be deemed to be a single “"selling stockholder,” shareholder", and any pro-rata reduction with respect to such “"selling stockholder” shareholder" shall be based upon the aggregate amount of shares carrying registration rights owned by all entities and individuals included in such “"selling stockholder,” shareholder", as defined in this sentence.

Underwriting Requirements. In connection with any offering involving an underwriting of shares of the Company’s capital stock, the Company shall not be required under Section 1.3 to include any of the Holders’ securities in such underwriting unless they accept the terms of the underwriting as agreed upon between the Company and the underwriters selected by the Company it (or by other persons entitled to select the underwriters), and then only in such quantity as the underwriters determine in their sole discretion will not jeopardize the success of the offering by the Company. If the total amount of securities, including Registrable Securities, requested by stockholders holders of capital stock to be included in such offering exceeds the amount of securities sold other than by the Company that the underwriters determine in their sole discretion is compatible with the success of the offering, then the Company shall be required to include in the offering only that number of such securities, including Registrable Securities, which the underwriters determine in their sole discretion will not jeopardize the success of the offering (the securities so included to be apportioned pro rata among the selling stockholders security holders according to the total amount of securities entitled to be included therein owned by each selling stockholder security holder or in such other proportions as shall mutually be agreed to by such selling stockholderssecurity holders) but in no event shall the amount of securities of the selling Holders included in the offering be reduced below 4020% of the total amount of securities included in such offering, unless such offering is the initial public offering of the Company’s securities, in which case, the selling stockholders may be excluded if the underwriters make the determination described above and no other stockholder’s securities are included. For purposes of the preceding parenthetical concerning apportionment, for any selling stockholder security holder which is a holder of Registrable Securities and which is a venture capital fund, or a partnership or corporation, the Affiliated Funds, partners, retired partners and stockholders holders of capital stock 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 stockholdersecurity holder,” and any pro-rata reduction with respect to such “selling stockholdersecurity holder” shall be based upon the aggregate amount of shares carrying registration rights owned by all entities and individuals included in such “selling stockholdersecurity holder,” as defined in this sentence.

Underwriting Requirements. In connection with any offering ------------------------- involving an underwriting of shares of the Company’s 's capital stock, the Company shall not be required under Section 1.3 to include any of the Holders’ ' securities in such underwriting unless they accept the terms of the underwriting as agreed upon between the Company and the underwriters selected by the Company it (or by other persons entitled to select the underwriters), and then only in such quantity as the underwriters determine in their sole discretion will not jeopardize the success of the offering by the Company. If the total amount of securities, including Registrable Securities, requested by stockholders to be included in such offering exceeds the amount of securities sold other than by the Company that the underwriters determine in their sole discretion is compatible with the success of the offering, then the Company shall be required to include in the offering only that number of such securities, including Registrable Securities, which the underwriters determine in their sole discretion will not jeopardize the success of the offering (the securities so included to be apportioned pro rata among the selling stockholders according to the total amount of securities entitled to be included therein owned by each selling stockholder or in such other proportions as shall mutually be agreed to by such selling stockholders) but in no event shall (i) the amount of securities of the selling Holders included in the offering be reduced below 40% thirty percent (30%) of the total amount of securities included in such offering, unless such offering is the initial public offering of the Company’s securities, 's securities in which case, case the selling stockholders may be excluded if the underwriters make the determination described above and no other stockholder’s 's securities are includedincluded or (ii) notwithstanding (i) above, any shares being sold by a stockholder exercising a demand registration right similar to that granted in Section 1.2 be excluded from such offering. For purposes of the preceding parenthetical concerning apportionment, for any selling stockholder which is a holder of Registrable Securities and which is a venture capital fund, or a partnership or corporation, the Affiliated 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 stockholder,” ", and any pro-rata reduction with respect to such “"selling stockholder” " shall be based upon the aggregate amount of shares carrying registration rights owned by all entities and individuals included in such “"selling stockholder,” ", as defined in this sentence.

Underwriting Requirements. In connection with any ------------------------- offering involving an underwriting of shares of the Company’s Corporation's capital stock, the Company Corporation shall not be required under this Section 1.3 to include any of the Holders’ ' securities in such underwriting unless they accept the terms of the underwriting as agreed upon between the Company Corporation and the underwriters selected by the Company it (or by other persons entitled to select the underwriters), and then only in such quantity as the underwriters determine in their sole discretion will not jeopardize the success of the offering by the CompanyCorporation. If the total amount of securities, including Registrable Securities, requested by stockholders to be included in such offering exceeds the amount of securities sold other than by the Company Corporation that the underwriters determine in their sole discretion is compatible with the success of the offering, then the Company Corporation shall be required to include in the offering only that number of such securities, including Registrable Securities, which the underwriters determine in their sole discretion will not jeopardize the success of the offering (the offering. Allocation of securities so included to be apportioned pro sold in any such offering shall be made on a pro- rata basis among the selling stockholders according to the total amount number of securities held by each such selling stockholder and entitled to be included inclusion therein owned by each selling stockholder on the basis of a registration rights agreement now or in such other proportions as shall mutually be agreed to by such selling stockholders) but in no event shall hereafter entered into with the amount of securities of the selling Holders included in the offering be reduced below 40% of the total amount of securities included in such offering, unless such offering is the initial public offering of the Company’s securities, in which case, the selling stockholders may be excluded if the underwriters make the determination described above and no other stockholder’s securities are includedCorporation. For purposes of the preceding parenthetical concerning apportionmentallocation of securities to be included in any offering, for any selling stockholder which is a holder of Registrable Securities and which is a venture capital fund, or a partnership or corporation, the Affiliated Funds"affiliates" (as defined in Rule 405 under the Act), partners, retired partners and stockholders of such holderholder (and in the case of a partnership, any affiliated partnerships), or the estates and family members of any such partners and retired partners and any trusts for the benefit of any of the foregoing persons shall be deemed to be a single “"selling stockholder,” " and any pro-rata reduction with respect to such “"selling stockholder” " shall be based upon the aggregate amount of shares carrying registration rights owned by all entities and individuals included in such “"selling stockholder,” " as defined in this sentence.

Underwriting Requirements. In connection with any offering ------------------------- involving an underwriting of shares of the Company’s 's capital stock, the Company shall not be required under Section 1.3 to include any of the Holders’ ' securities in such underwriting unless they accept the terms of the underwriting as agreed upon between the Company and the underwriters selected by the Company it (or by other persons entitled to select the underwriters), and then only in such quantity as the underwriters determine in their sole discretion will not jeopardize the success of the offering by the Company. If the total amount of securities, including Registrable Securities, requested by stockholders to be included in such offering exceeds the amount of securities sold other than by the Company that the underwriters determine in their sole discretion is compatible with the success of the offering, then the Company shall be required to include in the offering only that number of such securities, including Registrable Securities, which the underwriters determine in their sole discretion will not jeopardize the success of the offering (the securities so included to be apportioned pro rata among the selling stockholders according to the total amount of securities entitled to be included therein owned by each selling stockholder or in such other proportions as shall mutually be agreed to by such selling stockholders) but in no event shall (i) any shares being sold by a stockholder exercising a demand registration right similar to that granted in Section 1.2 be excluded from such offering, (ii) the amount of securities of the selling Holders included in the offering be reduced below 40% thirty percent (30%) of the total amount of securities included in such offering, unless such offering is the initial public offering of the Company’s 's securities, in which case, except as provided in (i) the selling stockholders may be excluded if the underwriters make the determination described above and no other stockholder’s 's securities are includedincluded or (iii) any securities held by a Common Holder be included if any securities held by any selling Holder are excluded. For purposes of the preceding parenthetical concerning apportionment, for any selling stockholder which is a holder of Registrable Securities and which is a venture capital fund, or a partnership or corporation, the Affiliated 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 stockholder,” " and any pro-rata reduction with ------------------- respect to such “"selling stockholder” " shall be based upon the aggregate amount of shares carrying registration rights owned by all entities and individuals included in such “"selling stockholder,” " as defined in this sentence.

Underwriting Requirements. In connection with any offering involving an underwriting of shares of the Company’s capital stock, the Company shall not be required under Section 1.3 to include any of the Holders’ securities in such underwriting unless they accept the terms of the underwriting as agreed upon between the Company and the underwriters selected by the Company it (or by other persons entitled to select the underwriters), and then only in such quantity as the underwriters determine in their sole discretion will not jeopardize the success of the offering by the Company. If the total amount of securities, including Registrable Securities, requested by stockholders holders of capital stock to be included in such offering exceeds the amount of securities sold other than by the Company that the underwriters determine in their sole discretion is compatible with the success of the offering, then the Company shall be required to include in the offering only that number of such securities, including Registrable Securities, which the underwriters determine in their sole discretion will not jeopardize the success of the offering (the securities so included to be apportioned pro rata among the selling stockholders security holders according to the total amount of securities entitled to be included therein owned by each selling stockholder security holder or in such other proportions as shall mutually be agreed to by such selling stockholderssecurity holders) but in no event shall (a) the amount of securities of the selling Holders included in the offering be reduced below 4030% of the total amount of securities included in such offering, unless such offering is the initial public offering of the Company’s securities, in which case, the selling stockholders security holders may be excluded if the underwriters make the determination described above and no other stockholderholder’s securities are includedincluded or (b) any other then-outstanding securities of the Company be included if any securities held by any selling Holder are excluded. For purposes of the preceding parenthetical concerning apportionment, for any selling stockholder security holder which is a holder of Registrable Securities and which is a venture capital fundpartnership, or a partnership limited liability company or corporation, the Affiliated Fundspartners, members, retired partners, retired partners members and stockholders holders of capital stock of such holder, or the estates and family members of any such partners, members, retired partners and retired partners members and any trusts for the benefit of any of the foregoing persons shall be deemed to be a single “selling stockholdersecurity holder,” and any pro-rata reduction with respect to such “selling stockholdersecurity holder” shall be based upon the aggregate amount of shares carrying registration rights owned by all entities and individuals included in such “selling stockholdersecurity holder,” as defined in this sentence.

Underwriting Requirements. In connection with any offering involving an underwriting of shares of the Company’s capital stock, the Company shall not be required under Section 1.3 to include any of the Holders’ securities in such underwriting unless they accept the terms of the underwriting as agreed upon between the Company and the underwriters selected by the Company it (or by other persons entitled to select the underwriters), and then only in such quantity as the underwriters determine in their sole discretion will not jeopardize the success of the offering by the Company. If the total amount of securities, including Registrable Securities, requested by stockholders to be included in such offering exceeds the amount of securities sold other than by the Company that the underwriters determine in their sole discretion is compatible with the success of the offering, then the Company shall be required to include in the offering only that number of such securities, including Registrable Securities, which the underwriters determine in their sole discretion will not jeopardize the success of the offering (the securities so included to be apportioned pro rata among the selling stockholders according to the total amount of securities entitled to be included therein owned by each selling stockholder or in such other proportions as shall mutually be agreed to by such selling stockholders) but in no event shall (i) the amount of securities of the selling Holders included in the offering be reduced below 40% ten percent of the total amount of securities included in such offering, unless such offering is the initial public offering of the Company’s securities, in which case, the selling stockholders may be excluded if the underwriters make the determination described above and no other stockholder’s securities are includedincluded or (ii) any securities held by a Founder (as defined in the Sixth Amended and Restated Right of First Refusal and Co-Sale Agreement of even date herewith) be included if any securities held by any selling Holder are excluded. For purposes of the preceding parenthetical concerning apportionment, for any selling stockholder which is a holder of Registrable Securities and which is a venture capital fund, or a partnership or corporation, the Affiliated 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 stockholder,” and any pro-rata reduction with respect to such “selling stockholder” shall be based upon the aggregate amount of shares carrying registration rights owned by all entities and individuals included in such “selling stockholder,” as defined in this sentence.

Underwriting Requirements. In connection with any offering involving an underwriting of shares of the Company’s capital stock, the Company shall not be required under Section 1.3 to include any of the Holders’ securities in such underwriting unless they accept the terms of the underwriting as agreed upon between the Company and the underwriters selected by the Company it (or by other persons entitled to select the underwriters), and then only in such quantity as the underwriters determine in their sole discretion will not jeopardize the success of the offering by the Company. If the total amount of securities, including Registrable Securities, requested by stockholders shareholders to be included in such offering exceeds the amount of securities sold other than by the Company that the underwriters determine in their sole discretion is compatible with the success of the offering, then the Company shall be required to include in the offering only that number of such securities, including Registrable Securities, which the underwriters determine in their sole discretion will not jeopardize the success of the offering (the securities so included to be apportioned pro rata among the selling stockholders shareholders according to the total amount of securities entitled to be included therein owned by each selling stockholder or in such other proportions as shall mutually be agreed to by such selling stockholdersshareholders) but in no event shall the amount of securities of the selling Holders included in the offering be reduced below 4030% of the total amount of securities included in such offering, unless such offering is the initial public offering of the Company’s securitiessecurities in the United States, in which case, the selling stockholders shareholders may be excluded if the underwriters make the determination described above and no other stockholder’s securities are included. For purposes of the preceding parenthetical concerning apportionment, for any selling stockholder which is a holder of Registrable Securities and which is a venture capital fund, or a partnership or corporation, the Affiliated Funds, partners, retired partners and stockholders shareholders of such holder, or the estates and family members of any such partners and retired partners and any trusts for the benefit of any of the foregoing persons shall be deemed to be a single “selling stockholder,” and any pro-rata reduction with respect to such “selling stockholder” shall be based upon the aggregate amount of shares carrying registration rights owned by all entities and individuals included in such “selling stockholder,” as defined in this sentence.

Underwriting Requirements. In connection with any offering involving ------------------------- an underwriting of shares of the Company’s 's capital stock, the Company shall not be required under Section 1.3 to include any of the Holders’ ' securities in such underwriting unless they accept the terms of the underwriting as agreed upon between the Company and the underwriters selected by the Company it (or by other persons entitled to select the underwriters), and then only in such quantity as the underwriters determine in their sole discretion will not jeopardize the success of the offering by the Company. If the total amount of securities, including Registrable Securities, requested by stockholders shareholders to be included in such offering exceeds the amount of securities sold other than by the Company that the underwriters determine in their sole discretion is compatible with the success of the offering, then the Company shall be required to include in the offering only that number of such securities, including Registrable Securities, which the underwriters determine in their sole discretion will not jeopardize the success of the offering (the securities so included to be apportioned pro rata among the selling stockholders shareholders according to the total amount of securities entitled to be included therein owned by each selling stockholder Shareholder or in such other proportions as shall mutually be agreed to by such selling stockholdersshareholders) but in no event shall (i) the amount of securities of the selling Holders included in the offering be reduced below 40% thirty percent (30%) of the total amount of securities included in such offering, unless such offering is the initial public offering of the Company’s securities, 's securities in which case, case the selling stockholders shareholders may be excluded if the underwriters make the determination described above and no other stockholder’s shareholder's securities are includedincluded or (ii) notwithstanding (i) above, any shares being sold by a shareholder exercising a demand registration right similar to that granted in Section 1.2 be excluded from such offering. For purposes of the preceding parenthetical concerning apportionment, for any selling stockholder shareholder which is a holder of Registrable Securities and which is a venture capital fund, or a partnership or corporation, the Affiliated Funds, partners, retired partners and stockholders shareholders of such holder, or the estates and family members of any such partners and retired partners and any trusts for the benefit of any of the foregoing persons shall be deemed to be a single “"selling stockholder,” shareholder", and any pro-rata reduction with respect to such “"selling stockholder” shareholder" shall be based upon the aggregate amount of shares carrying registration rights owned by all entities and individuals included in such “"selling stockholder,” shareholder", as defined in this sentence.

Underwriting Requirements. In connection with any offering involving an underwriting of shares of the Company’s capital stockstock pursuant to Section 2.2, the Company shall not be required under Section 1.3 to include any of the Holders’ securities in such underwriting unless they accept the terms of the underwriting as agreed upon between the Company and the underwriters selected by the Company (or by other persons entitled to select the its underwriters), and then only in such quantity as the underwriters determine in their sole discretion will not jeopardize the success of the offering by the Company. If the total amount number of securities, including Registrable Securities, requested by stockholders to be included in such offering exceeds the amount of securities to be sold other than by the Company that the underwriters determine in their sole reasonable discretion is compatible with the success of the offering, then the Company shall be required to include in the offering only that number of such securities, including Registrable Securities, which the underwriters and the Company determine in their sole discretion will not jeopardize the success of the offering. In no event shall any Registrable Securities be excluded from such offering (unless all other stockholders’ securities have been first excluded. In the securities so event that the underwriters determine that less than all of the Registrable Securities requested to be registered can be included to in such offering, then the Registrable Securities that are included in such offering shall be apportioned pro rata among the selling stockholders according to Holders based on the total amount number of securities entitled to be included therein owned Registrable Securities held by each all selling stockholder Holders or in such other proportions as shall mutually be agreed to by all such selling stockholders) but Holders. Notwithstanding the foregoing, in no event shall the amount of securities of the selling Holders included in the offering be reduced below 40% thirty percent (30%) of the total amount of securities included in such offering, unless such offering is the initial public offering of the Company’s securities, IPO in which case, case the selling stockholders Holders may be excluded beyond this amount if the underwriters make the determination described above and no other stockholder’s securities are includedincluded in such offering. For purposes of the preceding parenthetical sentence concerning apportionment, for any selling stockholder which is a holder Holder of Registrable Securities and which is a venture capital an investment fund, or a partnership partnership, limited liability company or corporation, the Affiliated Fundspartners, members, retired partners, retired partners members, stockholders and stockholders Affiliates of such holderHolder, or the estates and family members of any such partners partners, retired partners, members and retired partners members and any trusts for the benefit of any of the foregoing persons shall be deemed to be a single “selling stockholder,” Holder”, and any pro-rata reduction with respect to such “selling stockholderHolder” shall be based upon the aggregate amount of shares carrying registration rights owned by all entities and individuals included in such “selling stockholderHolder,” as as’ defined in this sentence.

Underwriting Requirements. In connection with any offering involving an underwriting of shares of the Company’s 's capital stock, the Company shall not be required under Section 1.3 to include any of the Holders’ ' securities in such underwriting unless they accept the terms of the underwriting as agreed upon between the Company and the underwriters selected by the Company it (or by other persons entitled to select the underwriters), and then only in such quantity as the underwriters determine in their sole discretion will not jeopardize the success of the offering by the Company. If the total amount of securities, including Registrable Securities, requested by stockholders shareholders to be included in such offering exceeds the amount of securities sold other than by the Company that the underwriters determine in their sole discretion is compatible with the success of the offering, then the Company shall be required to include in the offering only that number of such securities, including Registrable Securities, which the underwriters determine in their sole discretion will not jeopardize the success of the offering (the securities so included to be apportioned pro rata among the selling stockholders Selling Shareholders according to the total amount of securities entitled to be included therein owned by each selling stockholder Selling Shareholder or in such other proportions as shall mutually be agreed to by such selling stockholdersSelling Shareholders) but in no event shall (i) the amount of securities of the selling Holders included in the offering be reduced below 40% twenty percent (20%) of the total amount of securities included in such offering, unless such offering is the initial public offering of the Company’s securities, 's securities in which case, case the selling stockholders Selling Shareholders may be excluded if the underwriters make the determination described above and no other stockholder’s shareholder's securities are includedincluded or (ii) notwithstanding (i) above, any shares being sold by a shareholder exercising a demand registration right similar to that granted in Section 1.2 be excluded from such offering. For purposes of the preceding parenthetical concerning apportionment, for any selling stockholder Selling Shareholder which is a holder of Registrable Securities and which is a venture capital fund, or a partnership or corporation, the Affiliated Funds, partners, retired partners and stockholders shareholders of such holder, or the estates and family members of any such partners and retired partners and any trusts for the benefit of any of the foregoing persons shall be deemed to be a single “selling stockholder,” "Selling Shareholder", and any pro-pro- rata reduction with respect to such “selling stockholder” "Selling Shareholder" shall be based upon the aggregate amount of shares carrying registration rights owned by all entities and individuals included in such “selling stockholder,” "Selling Shareholder", as defined in this sentence.

Underwriting Requirements. In connection with any offering involving an underwriting of shares of the Company’s 's capital stock, the Company shall not be required under Section 1.3 to include any of the Holders’ ' securities in such underwriting unless they accept the terms of the underwriting as agreed upon between the Company and the underwriters selected by the Company it (or by other persons entitled to select the underwriters), and then only in such quantity as the underwriters determine in their sole discretion will not jeopardize the success of the offering by the Company. If the total amount of securities, including Registrable Securities, requested by stockholders to be included in such offering exceeds the amount of securities sold other than by the Company that the underwriters determine in their sole discretion is compatible with the success of the offering, then the Company shall be required to include in the offering only that number of such securities, including Registrable Securities, which the underwriters determine in their sole discretion will not jeopardize the success of the offering (the securities so included to be apportioned pro rata among the selling stockholders according to the total amount of securities entitled to be included therein owned by each selling stockholder or in such other proportions as shall mutually be agreed to by such selling stockholders) but in no event shall (i) the amount of securities of the selling Holders included in the offering be reduced below 40% twenty percent (20%) of the total amount of securities included in such offering, offering unless such offering is the initial public offering of the Company’s 's securities, in which case, case the selling stockholders Holders may be excluded if the underwriters make the determination described above and no other stockholder’s 's securities are includedincluded or (ii) any securities held by a Founder be included if any securities held by any selling Holder are excluded. For purposes of the preceding parenthetical concerning apportionment, for any selling stockholder which is a holder of Registrable Securities and which is a venture capital fund, or a partnership or corporation, the Affiliated 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 stockholder,” " and any pro-rata reduction with respect to such “"selling stockholder” " shall be based upon the aggregate amount of shares carrying registration rights owned by all entities and individuals included in such “"selling stockholder,” " as defined in this sentence.

Underwriting Requirements. In connection with any offering involving an underwriting of shares of the Company’s capital stock, the Company shall not be required under Section 1.3 to include any of the Holders’ or Founders’ securities in such underwriting unless they accept the terms of the underwriting as agreed upon between the Company and the underwriters selected by the Company it (or by other persons entitled to select the underwriters), and then only in such quantity as the underwriters determine in their sole discretion will not jeopardize the success of the offering by the Company. If the total amount of securities, including Registrable Securities and Founder Registrable Securities, requested by stockholders to be included in such offering exceeds the amount of securities sold other than by the Company that the underwriters determine in their sole discretion is compatible with the success of the offering, then the Company shall be required to include in the offering only that number of such securities, including Registrable Securities and Founder Registrable Securities, which the underwriters determine in their sole discretion will not jeopardize the success of the offering (the securities so included to be apportioned pro rata first among the selling stockholders that hold Registrable Securities, and second, among the holders of Founder Registrable Securities on a similar pro rata basis and then to other selling stockholders with rights to include their shares in such registration, according to the total amount of securities entitled to be included therein owned by each such selling stockholder or in such other proportions as shall mutually be agreed to by such selling stockholders) but in no event shall (i) the amount of securities of the selling Holders included in the offering be reduced below 4025% of the total amount of securities included in such offering, unless such offering is the initial public offering of the Company’s securitiesor (ii) notwithstanding (i) above, any shares being sold by a stockholder exercising a demand registration right similar to that granted in which case, the selling stockholders may Section 1.2 be excluded if the underwriters make the determination described above and no other stockholder’s securities are includedfrom such offering. For purposes of the preceding parenthetical concerning apportionment, for any selling stockholder which is a holder of Registrable Securities and which is a venture capital fund, or a partnership or corporation, the Affiliated 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 stockholder,” ”, and any pro-rata reduction with respect to such “selling stockholder” shall be based upon the aggregate amount of shares carrying registration rights owned by all entities and individuals included in such “selling stockholder,” ”, as defined in this sentence.

Underwriting Requirements. In connection with any offering involving an underwriting of shares of the Company’s capital stock, the Company shall not be required under Section 1.3 to include any of the Holders’ securities in such underwriting unless they accept the terms of the underwriting as agreed upon between the Company and the underwriters selected by the Company it (or by other persons entitled to select the underwriters), and then only in such quantity as the underwriters determine in their sole discretion will not jeopardize the success of the offering by the Company. If the total amount of securities, including Registrable Securities, requested by stockholders holders of capital stock to be included in such offering exceeds the amount of securities sold other than by the Company that the underwriters determine in their sole discretion is compatible with the success of the offering, then the Company shall be required to include in the offering only that number of such securities, including Registrable Securities, which the underwriters determine in their sole discretion will not jeopardize the success of the offering (the securities so included to be apportioned pro rata among the selling stockholders security holders according to the total amount of securities entitled to be included therein owned by each selling stockholder security holder or in such other proportions as shall mutually be agreed to by such selling stockholderssecurity holders) but in no event shall (a) the amount of securities of the selling Holders included in the offering be reduced below 4025% of the total amount of securities included in such offering, unless such offering is the initial public offering of the Company’s securities, in which case, the selling stockholders security holders may be excluded if the underwriters make the determination described above and no other stockholderholder’s securities are included, (b) the number of Registrable Securities included in the offering be reduced unless all other securities (other than securities sold by the Company) are first entirely excluded from the offering or (c) any securities held by a Founder be included if any securities held by any selling Holder are excluded. For purposes of the preceding parenthetical concerning apportionment, for any selling stockholder security holder which is a holder of Registrable Securities and which is a venture capital fund, or a partnership or corporation, the Affiliated Funds, partners, retired partners and stockholders holders of capital stock 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 stockholdersecurity holder,” and any pro-rata reduction with respect to such “selling stockholdersecurity holder” shall be based upon the aggregate amount of shares carrying registration rights owned by all entities and individuals included in such “selling stockholdersecurity holder,” as defined in this sentence.

Underwriting Requirements. In connection with any offering involving an underwriting of shares of the Company’s capital stock, the Company shall not be required under Section 1.3 to include any of the Holders’ securities in such underwriting unless they accept the terms of the underwriting as agreed upon between the Company and the underwriters selected by the Company it (or by other persons entitled to select the underwriters), and then only in such quantity as the underwriters determine in their sole discretion will not not, jeopardize the success of the offering by the Company. If the total amount of securities, including Registrable Securities, requested by stockholders to be included in such offering exceeds the amount of securities sold other than by the Company that the underwriters determine in their sole discretion is compatible with the success of the offering, then the Company shall be required to include in the offering only that number of such securities, including Registrable Securities, which the underwriters determine in their sole discretion will not jeopardize the success of the offering (the securities so included to be apportioned pro rata among the selling stockholders according to the total amount of securities entitled to be included therein owned by each selling stockholder or in such other proportions as shall mutually be agreed to by such selling stockholders) but in no event shall (i) the amount of securities of the selling Holders included in the offering be reduced below forty percent (40% %) of the total amount of securities included in such offering, unless such offering is the initial public offering of the Company’s securities, securities in which case, case the selling stockholders may be excluded if the underwriters make the determination described above and no other stockholder’s securities are includedincluded or (ii) notwithstanding (i) above, any shares being sold by a stockholder exercising a demand registration right similar to that granted in Section 1.2 be excluded from such offering. For purposes of the preceding parenthetical concerning apportionment, for any selling stockholder which is a holder of Registrable Securities and which is a venture capital fundpartnership, or a partnership limited liability company or corporation, the Affiliated Fundspartners, partnersmembers, retired partners or members and stockholders of such holder, or the estates and family members of any such partners and partners, members, retired partners or members and any trusts for the benefit of any of the foregoing persons shall be deemed to be a single “selling stockholder,” ”, and any pro-rata reduction with respect to such “selling stockholder” shall be based upon the aggregate amount of shares carrying registration rights owned by all entities and individuals included in such “selling stockholder,” ”, as defined in this sentence.

Underwriting Requirements. In connection with any offering ------------------------- involving an underwriting of shares of the Company’s 's capital stock, the Company shall not be required under Section 1.3 to include any of the Holders’ ' securities in such underwriting unless they accept the terms of the underwriting as agreed upon between the Company and the underwriters selected by the Company it (or by other persons entitled to select the underwriters) (provided, however, that in no event shall the Holders be obligated to provide indemnification on claims arising out of facts not provided by the Holders or in an amount exceeding the net proceeds realized by the Holders), and then only in such quantity as the underwriters determine in their sole discretion will not jeopardize the success of the offering by the Company. If the total amount of securities, including Registrable Securities, requested by stockholders to be included in such offering exceeds the amount of securities sold other than by the Company that the underwriters determine in their sole discretion is compatible with the success of the offering, then the Company shall be required to include in the offering only that number of such securities, including Registrable Securities, which the underwriters determine in their sole discretion will not jeopardize the success of the offering (the securities so included to be apportioned pro rata among the selling stockholders according to the total amount of securities entitled to be included therein owned by each selling stockholder or in such other proportions as shall mutually be agreed to by such selling stockholders) ), but in no event shall the amount of securities of the selling Holders included any shares being sold by a stockholder exercising a demand registration right similar to that granted in the offering Section 1.2 or Section 1.12 be reduced below 40% of the total amount of securities included in excluded from such offering, unless such offering is the initial public offering of the Company’s securities, in which case, the selling stockholders may be excluded if the underwriters make the determination described above and no other stockholder’s securities are included. For purposes of the preceding parenthetical concerning apportionment, for any selling stockholder which that is a holder of Registrable Securities and which that is a venture capital fund, or a partnership or corporation, the Affiliated Fundsaffiliated partnerships, the 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 stockholder,” " and any pro-rata reduction with respect to such “"selling stockholder” " shall be based upon the aggregate amount of shares carrying registration rights owned by all entities and individuals included in such “"selling stockholder,” " as defined in this sentence.

Underwriting Requirements. In connection with any offering involving an underwriting of shares of the Company’s capital stock, the Company shall not be required under Section 1.3 to include any of the Holders’ securities in such underwriting unless they accept the terms of the underwriting as agreed upon between the Company and the underwriters selected by the Company it (or by other persons entitled to select the underwriters), and then only in such † DESIGNATES PORTIONS OF THIS DOCUMENT THAT HAVE BEEN OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT FILED SEPARATELY WITH THE COMMISSION quantity as the underwriters determine in their sole discretion will not jeopardize the success of the offering by the Company. If the total amount of securities, including Registrable Securities, requested by stockholders shareholders to be included in such offering exceeds the amount of securities sold other than by the Company that the underwriters determine in their sole discretion is compatible with the success of the offering, then the Company shall be required to include in the offering only that number of such securities, including Registrable Securities, which the underwriters determine in their sole discretion will not jeopardize the success of the offering (the securities so included to be apportioned pro rata among the selling stockholders shareholders according to the total amount of securities entitled to be included therein owned by each selling stockholder shareholder or in such other proportions as shall mutually be agreed to by such selling stockholders) shareholders), but in no event shall (i) any shares being sold by a shareholder exercising a demand registration right similar to that granted in Section 1.2 be excluded from such offering, (ii) the amount of securities of the selling Holders of Preferred Stock included in the offering be reduced below 40% thirty percent (30%) of the total amount of securities included in such offering, unless such offering is the initial public offering of the Company’s securities, in which case, case (except as provided in (i) above) the selling stockholders shareholders may be excluded entirely if the underwriters make the determination described above and no other stockholdershareholder’s securities are includedincluded or (iii) any securities held by a Founder be included if any securities held by any selling Holder are excluded. For purposes of the preceding parenthetical concerning apportionment, for any selling stockholder shareholder which is a holder of Registrable Securities and which is a venture capital fund, or a partnership or corporation, the Affiliated Funds, partners, retired partners and stockholders shareholders of such holder, or the estates and family members of any such partners and retired partners and any trusts for the benefit of any of the foregoing persons shall be deemed to be a single “selling stockholdershareholder,” and any pro-rata reduction with respect to such “selling stockholdershareholder” shall be based upon the aggregate amount of shares carrying registration rights owned by all entities and individuals included in such “selling stockholdershareholder,” as defined in this sentence.

Underwriting Requirements. In connection with any offering ------------------------- involving an underwriting of shares of the Company’s 's capital stock, the Company shall not be required under Section 1.3 to include any of the Holders’ ' securities in such underwriting unless they accept the terms of the underwriting as agreed upon between the Company and the underwriters selected by the Company it (or by other persons entitled to select the underwriters), and then only in such quantity as the underwriters determine in their sole discretion will not jeopardize the success of the offering by the Company. If the total amount of securities, including Registrable Securities, requested by stockholders shareholders to be included in such offering exceeds the amount of securities sold other than by the Company that the underwriters determine in their sole discretion is compatible with the success of the offering, then the Company shall be required to include in the offering only that number of such securities, including Registrable Securities, which the underwriters determine in their sole discretion will not jeopardize the success of the offering (the securities so included to be apportioned pro rata among the selling stockholders shareholders according to the total amount of securities entitled to be included therein owned by each selling stockholder shareholder or in such other proportions as shall mutually be agreed to by such selling stockholdersshareholders) but in no event shall (i) the amount of securities of the selling Holders included in the offering be reduced below 4020% of the total amount of securities included in such offering, unless such offering is the initial public offering of the Company’s securities, 's securities in which case, case the selling stockholders shareholders may be entirely excluded if the underwriters make the determination described above and no other stockholder’s shareholder's securities are includedincluded or (ii) notwithstanding (i) above, any shares being sold by a shareholder exercising a demand registration right similar to that granted in Section 1.2 be excluded from such offering. For purposes of the preceding parenthetical concerning apportionment, for any selling stockholder shareholder which is a holder of Registrable Securities and which is a venture capital fund, or a partnership or corporation, the Affiliated Funds, partners, retired partners and stockholders shareholders of such holder, or the estates and family members of any such partners and retired partners and any trusts for the benefit of any of the foregoing persons shall be deemed to be a single “"selling stockholdershareholder,” " and any pro-rata reduction with respect to such “"selling stockholder” shareholder" shall be based upon the aggregate amount of shares carrying registration rights owned by all entities and individuals included in such “"selling stockholdershareholder,” " as defined in this sentence.

Underwriting Requirements. In connection with any offering involving an underwriting of shares of the Company’s capital stock, the Company shall not be required under Section 1.3 above to include any of the Holders’ securities in such underwriting unless they accept the terms of the underwriting as agreed upon between the Company and the underwriters selected by the Company it (or by other persons entitled to select the underwriters), and then only in such quantity as the underwriters determine in their sole discretion will not jeopardize the success of the offering by the Company. If the total amount of securities, including Registrable Securities, requested by stockholders to be included in such offering exceeds the amount of securities sold other than by the Company that the underwriters determine in their sole discretion is compatible with the success of the offering, then the Company shall be required to include in the offering only that number of such securities, including Registrable Securities, which the underwriters determine in their sole discretion will not jeopardize the success of the offering (the securities so included to be apportioned pro rata among the selling stockholders according to the total amount of securities entitled to be included therein owned by each selling stockholder or in such other proportions as shall mutually be agreed to by such selling stockholders) but in no event shall the amount of securities of the selling Holders included in the offering be reduced below 40% twenty-five percent (25%) of the total amount of securities included in such offering, unless such offering is the initial public offering of the Company’s securities, securities in which casecase the selling stockholders (including, without limitation, the selling stockholders Holders) may be excluded entirely if the underwriters make the determination described above and no other stockholder’s securities are included. For purposes of the preceding parenthetical concerning apportionment, for any selling stockholder which is a holder Holder of Registrable Securities and which is a venture capital fund, or a partnership or corporation, the Affiliated Funds, partners, retired partners and stockholders of such holderHolder, or the estates and family members of any such partners and retired partners and any trusts for the benefit of any of the foregoing persons shall be deemed to be a single “selling stockholder,” and any pro-pro rata reduction with respect to such “selling stockholder” shall be based upon the aggregate amount of shares carrying registration rights owned by all entities and individuals included in such “selling stockholder,” as defined in this sentence.

Underwriting Requirements. In connection with any offering involving an underwriting of shares of securities being issued by the Company’s capital stock, the Company shall not be required under Section 1.3 paragraph 6.3 to include any of the Holders’ ' securities in such underwriting unless they accept the terms of the underwriting as agreed upon between the Company and the underwriters selected by the Company (or by other persons entitled to select the underwriters)it, and then only in such quantity quantity, if any, as will not, in the underwriters determine opinion of the underwriters, jeopardize or in their sole discretion will not jeopardize any way reduce the success of the offering by the Company. If the total amount of securities, including Registrable Securities, requested by stockholders shareholders to be included in such offering exceeds the amount of securities sold other than by the Company that the underwriters determine in their sole discretion is compatible with the success of the offering, then the Company shall be required to include in the offering only that number of such securities, including Registrable Securities, which the underwriters determine in their sole discretion will not jeopardize the success of the offering (the securities so included to be apportioned pro rata among the selling stockholders shareholders according to the total amount of securities entitled to be included therein owned by each selling stockholder Shareholder or in such other proportions as shall mutually be agreed to by such selling stockholdersshareholders) but in no event shall the amount of securities Registrable Securities of the selling Holders included in the offering be reduced below 40% twenty percent (20%) of the total amount of securities included in such offering, unless such offering is the initial public offering of the Company’s securities, in which case, the selling stockholders may be excluded if the underwriters make the determination described above and no other stockholder’s securities are included. For purposes of the preceding parenthetical concerning apportionment, for any selling stockholder shareholder which is a holder of Registrable Securities and which is a venture capital fund, or a partnership or corporation, the Affiliated Funds, partners, retired partners and stockholders shareholders of such holder, or the estates and family members of any such partners and retired partners and any trusts for the benefit of any of the foregoing persons shall be deemed to be a single “"selling stockholder,” shareholder", and any pro-pro rata reduction with respect to such “"selling stockholder” shareholder" shall be based upon the aggregate amount of shares carrying registration rights owned by all entities and individuals included in such “"selling stockholder,” shareholder", as defined in this sentence.

Underwriting Requirements. In connection with any offering involving an underwriting of shares of the Company’s 's capital stock, the Company shall not be required under Section 1.3 to include any of the Holders’ ' securities in such underwriting unless they accept the terms of the underwriting as agreed upon between the Company and the underwriters selected by the Company (or by other persons entitled to select the underwriters), and then only in such quantity as the underwriters determine in their sole discretion will not jeopardize the success of the offering by the Company. If the total amount of securities, including Registrable Securities, requested by stockholders to be included in such offering exceeds the amount of securities sold other than by the Company that the underwriters determine in their sole discretion is compatible with the success of the offering, then the Company shall be required to include in the offering only that number of such securities, including Registrable Securities, which the underwriters determine in their sole discretion will not jeopardize the success of the offering (the securities so included to be apportioned pro rata among the selling stockholders according to the total amount of securities entitled to be included therein owned by each selling stockholder or in such other proportions as shall mutually be agreed to by such selling stockholders) but in no event shall (i) the amount of securities of the selling Holders included in the offering be reduced below 4025% of the total amount of securities included in such offering, unless such offering is the initial public offering of the Company’s 's securities, in which case, the selling stockholders may be excluded if the underwriters make the determination described above and no other stockholder’s 's securities are included. For purposes included or (ii) any securities held by any other selling stockholder be included if any Registrable Securities held by any selling Holder are excluded, without the consent of the preceding parenthetical concerning apportionment, for any selling stockholder which is Holders of a holder majority of Registrable Securities and which is a venture capital fund, or a partnership or corporation, the Affiliated 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 stockholder,” and any pro-rata reduction with respect to such “selling stockholder” shall be based upon the aggregate amount of shares carrying registration rights owned by all entities and individuals included in such “selling stockholder,” as defined in this sentence.the

Underwriting Requirements. In connection with any offering involving an underwriting of shares of the Company’s capital stock, the Company shall not be required under Section 1.3 to include any of the Holders’ securities in such underwriting unless they accept the terms of the underwriting as agreed upon between the Company and the underwriters selected by the Company it (or by other persons entitled to select the underwriters), and then only in such quantity as the underwriters determine in their sole discretion will not jeopardize the success of the offering by the Company. If the total amount of securities, including Registrable Securities, requested by stockholders to be included in such offering exceeds the amount of securities sold other than by the Company that the underwriters determine in their sole discretion is compatible with the success of the offering, then the Company shall be required to include in the offering only that number of such securities, including Registrable Securities, which the underwriters determine in their sole discretion will not jeopardize the success of the offering (the securities so included to be apportioned pro rata among the selling stockholders according to the total amount of securities entitled to be included therein owned by each selling stockholder or in such other proportions as shall mutually be agreed to by such selling stockholders) but in no event shall (i) any shares being sold by a stockholder exercising a demand registration right similar to that granted in Section 1.2 be excluded from such offering, (ii) the amount of securities of the selling Holders included in the offering be reduced below 40% twenty percent (20%) of the total amount of securities included in such offering, unless such offering is the initial public offering of the Company’s securities, in which case, except as provided in (i) the selling stockholders may be excluded if the underwriters make the determination described above and no other stockholder’s securities are includedincluded or (iii) any securities held by a Founder be included if any securities held by any selling Holder are excluded. For purposes of the preceding parenthetical concerning apportionment, for any selling stockholder which is a holder of Registrable Securities and which is a venture capital fund, or a partnership or corporation, the Affiliated 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 stockholder,” and any pro-rata reduction with respect to such “selling stockholder” shall be based upon the aggregate amount of shares carrying registration rights owned by all entities and individuals included in such “selling stockholder,” as defined in this sentence.

Underwriting Requirements. (a) In connection with any offering involving an underwriting of shares of the Company’s capital stockstock (other than a Qualified IPO), the Company shall not be required under Section 1.3 2.2(a) to include any of the HoldersInvestors’ securities Registrable Securities in such underwriting unless they accept the terms of the underwriting (which terms shall be reasonable and customary as to the selling stockholders in such offering) as agreed upon between the Company and the underwriters selected by the Company it (or by other persons entitled to select the underwriters), and then only in such quantity as the underwriters determine in their sole discretion will not jeopardize the success of the offering by the Company. If the total amount of securities, including Registrable Securities, requested by stockholders to be included in such offering (other than a Qualified IPO) exceeds the amount of securities sold by parties other than by the Company that the underwriters determine in their sole discretion is compatible with the success of the offering, then the Company shall be required to include in the offering only that number of such securities, including Registrable Securities, which the underwriters determine in their sole discretion will not jeopardize the success of the offering (the securities so included to be apportioned pro rata among the selling stockholders according to the total amount of securities entitled to be included therein owned by each selling stockholder or in such other proportions as shall mutually be agreed to by such selling stockholders); provided, however, that the number of Registrable Securities to be included in any such underwriting shall not be reduced unless all securities that are not (i) but Registrable Securities, (ii) owned by holders who exercised a right to request the registration in which the Investors are joining or (iii) offered by the Company are first entirely excluded from the underwriting. Notwithstanding the foregoing, in no event shall the amount of securities of the selling Holders Registrable Securities held by all Investors included in the offering be reduced below 4025% of the total amount number of securities included in such offering, offering unless such offering is the Company’s initial public offering of the Company’s securities, in which case, the selling stockholders may be excluded if the underwriters make the determination described above and no other stockholder’s securities are included. For purposes of the preceding parenthetical concerning apportionment, for any selling stockholder which such offering is not a holder of Registrable Securities and which is a venture capital fund, or a partnership or corporation, the Affiliated 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 stockholder,” and any pro-rata reduction with respect to such “selling stockholder” shall be based upon the aggregate amount of shares carrying registration rights owned by all entities and individuals included in such “selling stockholder,” as defined in this sentenceQualified IPO.

Underwriting Requirements. In connection with any offering involving an underwriting of shares of being issued by the Company’s capital stock, the Company shall not be required under Section 1.3 3 to include any of the Holders’ ' securities in such underwriting unless they accept the terms of the underwriting as agreed upon between the Company and the underwriters selected by the Company (or by other persons entitled to select the underwriters)it, and then only in such quantity as will not, in the underwriters determine in their sole discretion will not opinion of the underwriters, jeopardize the success of the offering by the Company; provided however that no Holder participating in such underwriting shall be required to make any representations or warranties except as they relate to such Holder's ownership of shares and authority to enter into the underwriting agreement and to such Holder's intended method of distribution, and the liability of such Holder shall be limited to an amount equal to the net proceeds from the offering received by such Holder. If the total amount of securities, including Registrable Securities, requested by stockholders to be included in such offering exceeds the amount of securities sold other than by the Company that the underwriters determine in their sole discretion is reasonably believe compatible with the success of the offering, then the Company shall be required to include in the offering only that number of such securities, including Registrable Securities, which the underwriters determine in their sole discretion believe will not jeopardize the success of the offering (the securities so included to be apportioned pro rata among the selling stockholders according to the total amount of securities entitled to be included therein owned by each selling stockholder or in such other proportions as shall mutually be agreed to by such selling stockholders); provided that, if any selling stockholder has the right to include its shares in such offering on terms or in an amount more favorable than provided herein, then each Holder shall have the right to participate along with such selling stockholder(s) but in no event shall the amount of securities of the selling Holders included in the such offering be reduced below 40% of on such more favorable terms (i) pro rata based upon the total amount of securities entitled to be included therein owned by each such selling stockholder and the aggregate number of Registrable Securities held by such Holder or (ii) in such other proportions as shall mutually be agreed to by such selling stockholders and the Holders of a majority of the Registrable Securities requested to be included in such offering, unless such offering is the initial public offering of the Company’s securities, in which case, the selling stockholders may be excluded if the underwriters make the determination described above and no other stockholder’s securities are included. For purposes of the preceding parenthetical concerning apportionment, for any selling stockholder which is a holder of Registrable Securities and which is a venture capital fund, or a partnership or corporation, the Affiliated 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 stockholder,” and any pro-rata reduction with respect to such “selling stockholder” shall be based upon the aggregate amount of shares carrying registration rights owned by all entities and individuals included in such “selling stockholder,” as defined in this sentence).

Underwriting Requirements. In connection with any offering involving an underwriting of shares of the Company’s capital stockunderwriting, the Company shall not be required under Section 1.3 5(b) to include any of the Holders’ ' securities in such underwriting unless they accept the terms of the underwriting as agreed upon between the Company and the underwriters selected by the Company it (or by other persons entitled to select the underwriters), and then only in such quantity as the underwriters determine in their sole discretion will not jeopardize the success of the offering by the Company. If the total amount of securities, including Registrable Securities, requested by stockholders to be included in such offering exceeds the amount of securities sold other than by the Company that the underwriters determine in their sole discretion is compatible with the success of the offering, then the Company shall be required to include in the offering only that number of such securities, including Registrable Securities, which the underwriters determine in their sole discretion will not jeopardize the success of the offering (the securities so included to be apportioned pro rata among the selling stockholders according to the total amount of securities entitled to be included therein owned by each selling stockholder or in such other proportions as shall mutually be agreed to by such selling stockholders) but in no event shall the amount of securities of the selling Holders included in the offering be reduced below 40% of unless all securities offered by Persons other than the total amount of securities included in such offering, unless such offering is Company are first entirely excluded from the initial public offering of the Company’s securities, in which case, the selling stockholders may be excluded if the underwriters make the determination described above and no other stockholder’s securities are includedunderwriting. For purposes of the preceding parenthetical concerning apportionment, for any selling stockholder which is a holder of Registrable Securities Holder and which is a venture capital fund, or a partnership or corporation, the Affiliated Funds, partners, retired partners and stockholders of such holderHolder, or the estates and family members of any such partners and retired partners and any trusts for the benefit of any of the foregoing persons shall be deemed to be a single “"selling stockholder,” " and any pro-rata reduction with respect to such “"selling stockholder” " shall be based upon the aggregate amount of shares carrying registration rights owned by all entities and individuals included in such “"selling stockholder,” " as defined in this sentence.

Underwriting Requirements. In connection with any offering involving an underwriting of shares of the Company’s 's capital stock, the Company shall not be required under Section 1.3 to include any of the Holders’ ' securities in such underwriting unless they accept the terms of the underwriting as agreed upon between the Company and the underwriters selected by the Company it (or by other persons entitled to select the underwriters), and then only in such quantity as the underwriters determine in their sole discretion will not jeopardize the success of the offering by the Company. If the total amount of securities, including Registrable Securities, requested by stockholders to be included in such offering exceeds the amount of securities sold other than by the Company that the underwriters determine in their sole discretion is compatible with the success of the offering, then the Company shall be required to include in the offering only that number of such securities, including Registrable Securities, which the underwriters determine in their sole discretion will not jeopardize the success of the offering (the securities so included to be apportioned pro rata among the selling stockholders according to the total amount of securities entitled to be included therein owned by each selling stockholder or in such other proportions as shall mutually be agreed to by such selling stockholders) but in no event shall (i) the amount of securities of the selling Holders included in the offering be reduced below 40% twenty percent (20%) of the total amount of securities included in such offering, unless such offering is the initial public offering of the Company’s securitiesor (ii) notwithstanding (i) above, any shares being sold by a stockholder exercising a demand registration right similar to that granted in which case, the selling stockholders may Section 1.2 be excluded if the underwriters make the determination described above and no other stockholder’s securities are includedfrom such offering. For purposes of the preceding parenthetical concerning apportionment, for any selling stockholder which is a holder Holder of Registrable Securities and which is a venture capital fund, or a partnership or corporation, the Affiliated Funds, partners, retired partners and stockholders of such holderHolder, or the estates and family members of any such partners and retired partners and any trusts for the benefit of any of the foregoing persons shall be deemed to be a single “selling stockholder,” and any pro-rata reduction with respect to such “selling stockholder” shall be based upon the aggregate amount of shares carrying registration rights owned by all entities and individuals included in such “selling stockholder,” as defined in this sentence.a

Underwriting Requirements. In connection with any offering involving an underwriting of shares of the Company’s capital stock, the Company shall not be required under Section 1.3 to include any of the Holders’ securities in such underwriting unless they accept the terms of the underwriting as agreed upon between the Company and the underwriters selected by the Company it (or by other persons entitled to select the underwriters), and then only in such quantity as the underwriters determine in their sole discretion will not jeopardize the success of the offering by the Company. If the total amount of securities, including Registrable Securities, requested by stockholders to be included in such offering exceeds the amount of securities sold other than by the Company that the underwriters determine in their sole discretion is compatible with the success of the offering, then the Company shall be required to include in the offering only that number of such securities, including Registrable Securities, which the underwriters determine in their sole discretion will not jeopardize the success of the offering (the securities so included to be apportioned pro rata among the selling stockholders according to the total amount of securities entitled to be included therein owned by each selling stockholder or in such other proportions as shall mutually be agreed to by such selling stockholders) but in no event shall (i) the amount of securities of the selling Holders included in the offering be reduced below 4025% of the total amount of securities included in such offering, unless such offering is the initial public offering of the Company’s securities, in which case, the selling stockholders may be excluded if the underwriters make the determination described above and no other stockholder’s securities are includedincluded or (ii) any securities held by a Founder be included if any securities held by any selling Holder are excluded. Further, in no event shall any Registrable Securities be excluded from such offering unless all other stockholders’ securities are also excluded. For purposes of the preceding parenthetical concerning apportionment, for any selling stockholder which is a holder of Registrable Securities and which is a venture capital fund, or a partnership or corporation, the Affiliated 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 stockholder,” and any pro-rata reduction with respect to such “selling stockholder” shall be based upon the aggregate amount of shares carrying registration rights owned by all entities and individuals included in such “selling stockholder,” as defined in this sentence.

Underwriting Requirements. In connection with any offering involving an underwriting of shares of the Company’s 's capital stock, the Company shall not be required under this Section 1.3 to include any of the Holders’ ' securities in such underwriting unless they accept the terms of the underwriting as agreed upon between the Company and the underwriters selected by the Company it (or by other persons entitled to select the underwriters), and then only in such quantity as the underwriters determine in their sole discretion will not jeopardize the success of the offering by the Company. If the total amount of securities, including Registrable Securities, requested by stockholders shareholders to be included in such offering exceeds the amount of securities sold other than by the Company that the underwriters determine in their sole discretion is compatible with the success of the offering, then the Company shall be required to include in the offering only that number of such securities, including Registrable Securities, which the underwriters determine in their sole discretion will not jeopardize the success of the offering (the securities so included to be apportioned pro rata allocated among the selling stockholders shareholders according to the total amount of securities entitled to be included therein owned by each selling stockholder shareholder or in such other proportions as shall mutually be agreed to by such selling stockholders) shareholders), but in no event shall the amount of securities of the selling Holders included in the offering be reduced (i) unless the securities of all selling shareholders other than such selling Holders are excluded entirely and (ii) in any event, below 40% thirty percent (30%) of the total amount of securities included in such offering, unless such offering is the initial public offering of the Company’s 's securities, in which case, case the selling stockholders shareholders may be excluded entirely if the underwriters make the determination described above and no other stockholder’s securities are includedabove. For purposes of the preceding above parenthetical concerning apportionmentallocation, for any selling stockholder shareholder which is a holder of Registrable Securities and which is a venture capital fund, or a partnership or corporation, the Affiliated Funds, partners, retired partners and stockholders shareholders of such holderholder (and in the case of a partnership, any affiliated partnerships), or the estates and family members of any such partners and retired partners and any trusts for the benefit of any of the foregoing persons shall be deemed to be a single “"selling stockholdershareholder,” " and any pro-rata reduction with respect to such “"selling stockholder” shareholder" shall be based upon the aggregate amount of shares carrying registration rights owned by all entities and individuals included in such “such" selling stockholder,” shareholder" as defined in this sentence.

Underwriting Requirements. If the registration of which the Acquiror gives notice pursuant to Section 2.5(a) above is for a registered public offering involving an underwriting, the Acquiror shall so advise the Shareholder as part of the written notice. In connection with any offering involving an underwriting of shares initiated by the Acquiror or by other shareholders of the Company’s capital stockAcquiror having registration rights, the Company Acquiror shall not be required under Section 1.3 2.5(a) to include any of the Holders’ securities Common Stock in such the underwriting unless they accept the Shareholder accepts the terms of the underwriting as agreed upon between the Company Acquiror and the underwriters selected by the Company (or by other persons entitled to select the underwriters)it, and then only in such quantity as will not, in the underwriters determine in their sole discretion will not opinion of the underwriters, jeopardize the success of the offering by the CompanyAcquiror or the Acquiror's shareholders demanding such registration, subject to apportionment among selling shareholders as provided in the final sentence of this Section 2.5(b). If the total amount of securities, including Registrable Securities, requested by stockholders securities that all shareholders of the Acquiror request to be included in such offering offering, when combined with the securities being offered by the Acquiror or the Acquiror's shareholders demanding such registration, exceeds the amount of securities sold other than by the Company that the underwriters determine in their sole discretion is compatible with reasonably believe will not jeopardize the success of the offering, then the Company amount of shares to be sold by each selling shareholders shall be required allocated, as nearly as is practicable, to each selling shareholder in proportion to the amount of Common Stock held by each selling shareholder at the time of the filing of the Registration Statement. The securities so included pursuant to piggyback registration rights shall be apportioned among the selling shareholders, including the Shareholder, according to the total number of securities which each selling shareholder shall have elected to include in the offering only that number of such securities, including Registrable Securities, which the underwriters determine in their sole discretion will not jeopardize the success of the offering (the securities so included to be apportioned pro rata among the selling stockholders according to the total amount of securities entitled to be included therein owned by each selling stockholder registration or in such other proportions as shall mutually be agreed to by such selling stockholders) but in no event shall the amount of securities of the selling Holders included in the offering be reduced below 40% of the total amount of securities included in such offering, unless such offering is the initial public offering of the Company’s securities, in which case, the selling stockholders may be excluded if the underwriters make the determination described above and no other stockholder’s securities are included. For purposes of the preceding parenthetical concerning apportionment, for any selling stockholder which is a holder of Registrable Securities and which is a venture capital fund, or a partnership or corporation, the Affiliated 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 stockholder,” and any pro-rata reduction with respect to such “selling stockholder” shall be based upon the aggregate amount of shares carrying registration rights owned by all entities and individuals included in such “selling stockholder,” as defined in this sentenceshareholders.

Underwriting Requirements. In connection with any offering involving an underwriting of shares of the Company’s capital stock, the Company shall not be required under Section 1.3 1.2 to include any of the Holders’ securities in such underwriting unless they accept the terms of the underwriting as agreed upon between the Company and the underwriters selected by the Company it (or by other persons entitled to select the underwriters), and then only in such quantity as the underwriters determine in their sole discretion will not jeopardize the success of the offering by the Company. If the total amount of securities, including Registrable Securities, requested by stockholders shareholders to be included in such offering exceeds the amount of securities Securities sold other than by the Company that the underwriters determine in their sole discretion is compatible with the success of the offering, then the Company shall be required to include in the offering only that number of such securities, including Registrable Securities, which the underwriters determine in their sole discretion will not jeopardize the success of the offering (the securities so included to be apportioned pro rata among the selling stockholders shareholders according to the total amount of securities entitled to be included therein owned by each selling stockholder shareholder or in such other proportions as shall mutually be agreed to by such selling stockholdersshareholders) but in no event shall the amount of securities of the selling Holders included in the offering be reduced below 40% ten percent (10%) of the total amount of securities included in such offering, unless such offering is the initial a primary-public offering of the Company’s securities, in which case, the selling stockholders shareholders may be excluded if the underwriters make the determination described above and no other stockholdershareholder’s securities are included. For purposes of the preceding parenthetical concerning apportionment, for any selling stockholder shareholder which is a holder of Registrable Securities and which is a venture capital fund, or a partnership or corporation, the Affiliated Funds, partners, retired partners and stockholders shareholders of such holder, or the estates and family members of any such partners and retired partners and any trusts for the benefit of any of the foregoing persons persons, shall be deemed to be a single “selling stockholdershareholder,” and any pro-rata reduction with respect to such “selling stockholdershareholder” shall be based upon the aggregate amount of shares carrying registration rights owned by all entities and individuals included in such “selling stockholdershareholder,” as defined in this sentence.

Underwriting Requirements. In connection with any ------------------------- offering involving an underwriting of shares of the Company’s 's capital stock, the Company shall not be required under Section 1.3 to include any of the Holders’ securities ' Registrable Securities in such underwriting unless they accept the terms of the underwriting as agreed upon between the Company and the underwriters selected by the Company it (or by other persons entitled to select the underwriters), and then only in such quantity as the underwriters determine determine, in their sole discretion discretion, will not jeopardize the success of the offering by the Company. All Holders proposing to distribute their securities through such underwriting shall (together with the Company as provided in subsection 1.4(e)) enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting, provided that no Holder shall be required to make any representations or warranties to the Company or the underwriters other than representations and warranties regarding such Holder and such Holder's intended method of distribution. If the total amount of securities, including Registrable Securities, Securities requested by stockholders to be included in such offering offering, exceeds the amount of securities sold other than by the Company that the underwriters determine in their sole discretion is compatible with the success of the offering, then the Company shall be required to include in the offering only that number of such securities, including Registrable Securities, which the underwriters determine in their sole discretion will not jeopardize the success of the offering (the securities so included to be apportioned pro rata among the Holders selling stockholders Registrable Securities hereunder according to the total amount of securities entitled requested to be included therein owned by each such selling stockholder or in such other proportions as shall mutually be agreed to by such selling stockholders) ), but in no event shall the amount of securities of the selling Holders included in the offering be reduced below 40% twenty-five percent (25%) of the total amount of securities included in such offering, unless such offering is the initial public offering of the Company’s 's securities, in which case, the selling stockholders case such Holders may be excluded entirely if the underwriters make the determination described above and no other stockholder’s 's securities are includedincluded in such registration statement. For purposes of the preceding parenthetical concerning apportionment, for any selling stockholder which is a holder Holder of Registrable Securities and which is a venture capital fundpartnership, or a partnership limited liability company or corporation, the Affiliated Fundspartners (or retired partners), partners, members (or retired partners members) and stockholders of such holderselling stockholder, or the estates and family members of any such partners and (retired partners partners), members (or retired members) or stockholders and any trusts for the benefit of any of the foregoing persons and any affiliates or entities under common investment management with such Holders shall be deemed to be a single “"selling stockholder,” " and any pro-pro rata reduction with respect to such “"selling stockholder” " shall be based upon the aggregate amount of shares carrying registration rights owned by all entities and individuals included in such “"selling stockholder,” " as defined in this sentence.

Underwriting Requirements. In connection with any offering ------------------------- involving an underwriting of shares of the Company’s 's capital stock, the Company shall not be required under Section 1.3 to include any of the Holders’ ' securities in such underwriting unless they accept the terms of the underwriting as agreed upon between the Company and the underwriters selected by the Company it (or by other persons entitled to select the underwriters), and then only in such quantity as the underwriters determine in their sole discretion good faith will not jeopardize the success of the offering by the Company. If the total amount of securities, including Registrable Securities, requested by stockholders to be included in such offering exceeds the amount of securities sold other than by the Company that the underwriters determine in their sole discretion good faith is compatible with the success of the offering, then the Company shall be required to include in the offering only that number of such securities, including Registrable Securities, which the underwriters determine in their sole discretion good faith will not jeopardize the success of the offering (the securities so included to be apportioned pro rata among the selling stockholders according to the total amount of securities entitled to be included therein owned by each selling stockholder or in such other proportions as shall mutually be agreed to by such selling stockholders) but in no event shall the amount of securities of the selling Holders included in the offering be reduced below 40% twenty-five percent (25%) of the total amount of securities included in such offering, unless such offering is the initial public offering of the Company’s securities, in which case, the selling stockholders may be excluded if the underwriters make the determination described above and no other stockholder’s securities are included. For purposes of the preceding parenthetical concerning apportionment, for any selling stockholder which is a holder of Registrable Securities and which is a venture capital fund, or a partnership or corporation, the Affiliated 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 ------- stockholder,” " and any pro-rata reduction with respect to such “"selling ----------- stockholder” " shall be based upon the aggregate amount of shares carrying registration rights owned by all entities and individuals included in such “"selling stockholder,” " as defined in this sentence.

Underwriting Requirements. In connection with any offering involving an underwriting of shares of the Company’s 's capital stock, the Company shall not be required under Section 1.3 to include any of the Holders’ ' securities in such underwriting unless they accept the terms of the underwriting as agreed upon between the Company and the underwriters selected by the Company it (or by other persons entitled to select the underwriters), and then only in such quantity as the underwriters determine in their sole discretion will not jeopardize the success of the offering by the Company. If the total amount of securities, including Registrable Securities, requested by stockholders shareholders to be included in such offering exceeds the amount of securities sold other than by the Company that the underwriters determine in their sole discretion is compatible with the success of the offering, then the Company shall be required to include in the offering only that number of such securities, including Registrable Securities, which the underwriters determine in their sole discretion will not jeopardize the success of the offering (the securities so included to be apportioned pro rata among the selling stockholders shareholders according to the total amount of securities entitled to be included therein owned by each selling stockholder shareholder or in such other proportions as shall mutually be agreed to by such selling stockholdersshareholders) but in no event shall (i) the amount of securities of the selling Holders included in Holders, to the offering extent that such securities include Registrable Securities, be reduced below 40% thirty percent (30%) of the total amount of securities included in such offering, unless such offering is the initial public offering of the Company’s securities, 's securities in which case, case the selling stockholders shareholders may be excluded if the underwriters make the determination described above and no other stockholder’s shareholder's securities are includedincluded or (ii) notwithstanding (i) above, any shares being sold by a shareholder exercising a demand registration right similar to that granted in Section 1.2 be excluded from such offering. For purposes of the preceding parenthetical concerning apportionment, for any selling stockholder shareholder which is a holder Holder of Registrable Securities and which is a venture capital fund, or a partnership or corporation, the Affiliated Funds, partners, retired partners and stockholders shareholders of such holder, or the estates and family members of any such partners and retired partners and any trusts for the benefit of any of the foregoing persons shall be deemed to be a single “"selling stockholdershareholder,” " and any pro-rata reduction with respect to such “"selling stockholder” shareholder" shall be based upon the aggregate amount of shares carrying registration rights owned by all entities and individuals included in such “"selling stockholdershareholder,” " as defined in this sentence.

Underwriting Requirements. In connection with any offering involving ------------------------- an underwriting of shares of the Company’s 's capital stock, the Company shall not be required under Section 1.3 to include any of the Holders’ ' securities in such underwriting unless they accept the terms of the underwriting as agreed upon between the Company and the underwriters selected by the Company it (or by other persons entitled to select the underwriters), and then only in such quantity as the underwriters determine in their sole discretion will not jeopardize the success of the offering by the Company. If the total amount of securities, including Registrable Securities, requested by stockholders Holders to be included in such offering exceeds the amount of securities sold other than by the Company that the underwriters determine in their sole discretion is compatible with the success of the offering, then the Company shall be required to include in the offering only that number of such securities, including Registrable Securities, which the underwriters determine in their sole discretion will not jeopardize the success of the offering (the securities so included to be apportioned pro rata among the selling stockholders shareholders according to the total amount of securities entitled to be included therein owned by each selling stockholder shareholder or in such other proportions as shall mutually be agreed to by such selling stockholdersshareholders) but in no event shall (i) any shares being sold by a Holder exercising a demand registration right set forth in Section 1.2 be excluded from such offering, (ii) the amount of securities of the selling Holders included in the offering be reduced below 40% twenty percent (20%) of the total amount of securities included in such offering, unless such offering is the initial public offering of the Company’s 's securities, in which case, except as provided in (i) the selling stockholders shareholders may be excluded if the underwriters make the determination described above and no other stockholder’s shareholder's securities are included. For purposes of the preceding parenthetical concerning apportionment, for any selling stockholder shareholder which is a holder of Registrable Securities and which is a venture capital fund, or a partnership or corporation, the Affiliated Funds, partners, retired partners and stockholders shareholders of such holder, or the estates and family members of any such partners and retired partners and any trusts for the benefit of any of the foregoing persons shall be deemed to be a single “"selling stockholder------- shareholder,” " and any pro-pro rata reduction with respect to such “"selling stockholder” ----------- shareholder" shall be based upon the aggregate amount of shares carrying registration rights owned by all entities and individuals included in such “"selling stockholdershareholder,” " as defined in this sentence.

Underwriting Requirements. In connection with any offering involving an underwriting of shares of the Company’s 's capital stock, the Company shall not be required under Section 1.3 to include any of the Holders’ ' securities in such underwriting unless they accept the terms of the underwriting as agreed upon between the Company and the underwriters selected by the Company it (or by other persons entitled to select the underwriters), and then only in such quantity as the underwriters determine in their sole discretion will not jeopardize the success of the offering by the Company. If the total amount of securities, including Registrable Securities, requested by stockholders shareholders to be included in such offering exceeds the amount of securities sold other than by the Company that the underwriters determine in their sole discretion is compatible with the success of the offering, then the Company shall be required to include in the offering only that number of such securities, including Registrable Securities, which the underwriters determine in their sole discretion will not jeopardize the success of the offering (the securities so included to be apportioned pro rata among the selling stockholders shareholders according to the total amount of securities entitled to be included therein owned by each selling stockholder shareholder or in such other proportions as shall mutually be agreed to by such selling stockholdersshareholders) but in no event shall (i) the amount of securities of the selling Holders included in the offering be reduced below 40% thirty percent (30%) of the total amount of securities included in such offering, unless such offering is the initial public offering of the Company’s securities, 's securities in which case, case the selling stockholders shareholders may be excluded if the underwriters make the determination described above and no other stockholder’s shareholder's securities are includedincluded or (ii) notwithstanding (i) above, any shares being sold by a shareholder exercising a demand registration right similar to that granted in Section 1.2 be excluded from such offering or (iii) the Company 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. For purposes of the preceding parenthetical sentence concerning apportionment, for any selling stockholder shareholder which is a holder of Registrable Securities and which is a venture capital fund, or a partnership or corporation, the Affiliated Funds, partners, retired partners and stockholders shareholders of such holder, or the estates and family members of any such partners and retired partners and any trusts for the benefit of any of the foregoing persons shall be deemed to be a single “"selling stockholdershareholder,” " and any pro-rata reduction with respect to such “"selling stockholder” shareholder" shall be based upon the aggregate amount of shares carrying registration rights owned by all entities and individuals included in such “selling stockholder,” as defined in this sentence.the

Underwriting Requirements. In connection with any offering involving an underwriting of shares of the Company’s 's capital stock, the Company shall not be required under Section 1.3 to include any of the Holders’ ' securities in such underwriting unless they accept the terms of the underwriting as agreed upon between the Company and the underwriters selected by the Company it (or by other persons entitled to select the underwriters), and then only in such quantity as (a) the underwriters determine in their sole discretion will not jeopardize the success of the offering and (b) may exceed such minimum thresholds and not exceed such limits as the Company in its sole discretion determines regarding the number of securities to be included in the registration by the Company's stockholders (including the Holders). If the total amount of securities, including Registrable Securities, requested by stockholders to be included in such offering exceeds the amount of securities sold other than by the Company that the underwriters determine in their sole discretion is compatible with the success of the offering, then the Company shall be required to include in the offering only that number of such securities, including Registrable Securities, which the underwriters determine in their sole discretion will not jeopardize the success of the offering (the securities so included to be apportioned pro rata among the selling stockholders according to the total amount of securities entitled to be included therein owned by each selling stockholder or in such other proportions as shall mutually be agreed to by such selling stockholders) but in no event shall the amount of securities of the selling Holders included in the offering be reduced below 40% ten percent (10%) of the total amount of securities included in such offering, unless such offering is the initial public offering of the Company’s 's securities, in which case, the selling stockholders may be excluded if the underwriters make the determination described above and no other stockholder’s 's securities are included. For purposes of the preceding parenthetical concerning apportionment, for any selling stockholder which is a holder of Registrable Securities and which is a venture capital fund, or a partnership or corporation, the Affiliated 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 stockholder,” " and any pro-rata reduction with respect to such “"selling stockholder” " shall be based upon the aggregate amount of shares carrying registration rights owned by all entities and individuals included in such “"selling stockholder,” " as defined in this sentence."

Underwriting Requirements. In connection with any offering involving an underwriting of shares of the Company’s capital stock, the Company shall not be required under Section 1.3 to include any of the Holders’ securities in such underwriting unless they accept the terms of the underwriting as agreed upon between the Company and the underwriters selected by the Company it (or by other persons entitled to select the underwriters), and then only in such quantity as the underwriters determine in their sole discretion will not jeopardize the success of the offering by the Company. If the total amount of securities, including Registrable Securities, requested by stockholders shareholders to be included in such offering exceeds the amount of securities sold other than by the Company that the underwriters determine in their sole discretion is compatible with the success of the offering, then the Company shall be required to include in the offering only that number of such securities, including Registrable Securities, which the underwriters determine in their sole discretion will not jeopardize the success of the offering (the securities so included to be apportioned pro rata among the selling stockholders shareholders according to the total amount of securities entitled to be included therein owned by each selling stockholder shareholder or in such other proportions as shall mutually be agreed to by such selling stockholdersshareholders) but in no event shall the amount of securities of the selling Holders included in the offering be reduced below 40% twenty-five percent (25%) of the total amount of securities included in such offering, offering (unless such offering is the initial public offering of bf the Company’s securities, in which case, case shares to be sold by the selling stockholders Holders may be excluded if the underwriters make the determination described above and such registration does not include shares of any other selling shareholder), and in no event shall the amount of securities of the selling Holders to be included in the offering be reduced until all securities proposed to be offered by the Founders and by any selling shareholders other stockholder’s securities are includedthan the Investors have been excluded. For purposes of the preceding parenthetical concerning apportionment, for any selling stockholder shareholder which is a holder of Registrable Securities and which is a venture capital fund, or a partnership or corporation, the Affiliated Funds, partners, retired partners and stockholders shareholders of such holder, or the estates and family members of any such partners and retired partners and any trusts for the benefit of any of the foregoing persons shall be deemed to be a single “selling stockholdershareholder,” and any pro-rata reduction with respect to such “selling stockholdershareholder” shall be based upon the aggregate amount of shares carrying registration rights owned by all entities and individuals included in such “selling stockholdershareholder,” as defined in this sentence.

Underwriting Requirements. In connection with any offering ------------------------- involving an underwriting of shares of the Company’s 's capital stock, the Company shall not be required under Section 1.3 to include any of the Holders’ ' securities in such underwriting unless they accept the terms of the underwriting as agreed upon between the Company and the underwriters selected by the Company it (or by other persons entitled to select the underwriters), and then only in such quantity as the underwriters determine in their sole discretion will not jeopardize the success of the offering by the Company. If the total amount of securities, including Registrable Securities, requested by stockholders to be included in such offering exceeds the amount of securities sold other than by the Company that the underwriters determine in their sole discretion is compatible with the success of the offering, then the Company shall be required to include in the offering only that number of such securities, including Registrable Securities, which the underwriters determine in their sole discretion will not jeopardize the success of the offering (the securities so included to be apportioned pro rata among the selling stockholders according to the total amount of securities entitled to be included therein owned by each selling stockholder or in such other proportions as shall mutually be agreed to by such selling stockholders) ), but in no event shall (i) the amount of securities (not including Founders' Stock) of the selling Holders included in the offering be reduced unless the securities of all other selling shareholders (including Founders) are excluded entirely and (ii) the amount of securities (not including Founders' Stock) of the selling Holders included in the offering be reduced below 40% thirty percent (30%) of the total amount of securities included in such offering, unless such offering is the initial public offering of the Company’s securities, in which case, the selling stockholders may be excluded if the underwriters make the determination described above and no other stockholder’s securities are included. For purposes of the preceding parenthetical concerning apportionment, for any selling stockholder which is a holder of Registrable Securities and which is a venture capital fund, or a partnership or corporation, the Affiliated 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 stockholder,” " and any pro-rata reduction with ------------------- respect to such “"selling stockholder” " shall be based upon the aggregate amount of shares carrying registration rights owned by all entities and individuals included in such “"selling stockholder,” " as defined in this sentence.

Underwriting Requirements. In connection with any offering ------------------------- involving an underwriting of shares of the Company’s 's capital stock, the Company shall not be required under Section 1.3 above to include any of the Holders’ ' ----------- securities in such underwriting unless they accept the terms of the underwriting as agreed upon between the Company and the underwriters selected by the Company it (or by other persons entitled to select the underwriters), and then only in such quantity as the underwriters determine in their sole discretion will not jeopardize the success of the offering by the Company. If the total amount of securities, including Registrable Securities, requested by stockholders to be included in such offering exceeds the amount of securities sold other than by the Company that the underwriters determine in their sole discretion is compatible with the success of the offering, then the Company shall be required to include in the offering only that number of such securities, including Registrable Securities, which the underwriters determine in their sole discretion will not jeopardize the success of the offering (the securities so included to be apportioned pro rata among the selling stockholders according to the total amount of securities entitled to be included therein owned by each selling stockholder or in such other proportions as shall mutually be agreed to by such selling stockholders) but in no event shall the amount of securities of the selling Holders included in the offering be reduced below 40% twenty-five percent (25%) of the total amount of securities included in such ------------------- ----- offering, unless such offering is the initial public offering of the Company’s securities, 's securities in which case, case the selling stockholders may be excluded entirely if the underwriters make the determination described above and no other stockholder’s 's securities are included. For purposes of the preceding parenthetical concerning apportionment, for any selling stockholder which is a holder of Registrable Securities and which is a venture capital fund, or a partnership or corporation, the Affiliated 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 stockholder,” " and any pro-rata reduction with respect to such “"selling stockholder” " shall be based upon the aggregate amount of shares carrying registration rights owned by all entities and individuals included in such “"selling stockholder,” " as defined in this sentence.

Underwriting Requirements. In connection with any offering involving an underwriting of shares of the Company’s capital stockstock pursuant to Section 2.2, the Company shall not be required under Section 1.3 to include any of the Holders’ securities in such underwriting unless they accept the terms of the underwriting as agreed upon between the Company and the underwriters selected by the Company (or by other persons entitled to select the its underwriters), and then only in such quantity as the underwriters determine in their sole discretion will not jeopardize the success of the offering by the Company. If the total amount number of securities, including Registrable Securities, requested by stockholders to be included in such offering exceeds the amount of securities to be sold other than by the Company that the underwriters determine in their sole reasonable discretion is compatible with the success of the offering, then the Company shall be required to include in the offering only that number of such securities, including Registrable Securities, which the underwriters and the Company determine in their sole discretion will not jeopardize the success of the offering. In no event shall any Registrable Securities be excluded from such offering (unless all other stockholders’ securities have been first excluded. In the securities so event that the underwriters determine that less than all of the Registrable Securities requested to be registered can be included to in such offering, then the Registrable Securities that are included in such offering shall be apportioned pro rata among the selling stockholders according to Holders based on the total amount number of securities entitled to be included therein owned Registrable Securities held by each all selling stockholder Holders or in such other proportions as shall mutually be agreed to by all such selling stockholders) but Holders. Notwithstanding the foregoing, in no event shall the amount of securities of the selling Holders included in the offering be reduced below 40% twenty-five percent (25%) of the total amount of securities included in such offering, unless such offering is the initial public offering of the Company’s securities, IPO in which case, case the selling stockholders Holders may be excluded beyond this amount if the underwriters make the determination described above and no other stockholder’s securities are includedincluded in such offering. For purposes of the preceding parenthetical sentence concerning apportionment, for any selling stockholder which is a holder Holder of Registrable Securities and which is a venture capital an investment fund, or a partnership partnership, limited liability company or corporation, the Affiliated Fundspartners, members, retired partners, retired partners members, stockholders and stockholders Affiliates of such holderHolder, or the estates and family members Immediate Family Members of any such partners partners, retired partners, members and retired partners members and any trusts for the benefit of any of the foregoing persons shall be deemed to be a single “selling stockholder,” Holder”, and any pro-rata reduction with respect to such “selling stockholderHolder” shall be based upon the aggregate amount of shares carrying registration rights owned by all entities and individuals included in such “selling stockholderHolder,” ’ as defined in this sentence.

Underwriting Requirements. In connection with any offering involving an underwriting of shares of the Company’s capital stock, the Company shall not be required under Section 1.3 to include any of the Holders’ Holder’s securities in such underwriting unless they accept the terms of the underwriting as agreed upon between the Company and the underwriters selected by the Company it (or by other persons entitled to select the underwriters), and then only in such quantity as the underwriters determine in their sole discretion will not jeopardize the success of the offering by the Company. If the total amount of securities, including Registrable Securities, requested by stockholders Holder to be included in such offering exceeds the amount of securities sold other than by the Company that the underwriters determine in their sole discretion is compatible with the success of the offering, then the Company shall be required to include in the offering only that number of such securities, including Registrable Securities, which the underwriters determine in their sole discretion will not jeopardize the success of the offering (the securities so included to be apportioned pro rata among the selling stockholders according (i) first, to the total amount shares of securities entitled the Company’s capital stock proposed to be included therein owned sold by each selling stockholder or in such other proportions as shall mutually the Company, and (ii) second, to the shares of the Company’s capital stock proposed to be agreed to sold by such selling stockholders) the Purchaser, but in no event shall (x) the amount of securities Registrable Securities of the selling Holders Holder included in the offering be reduced below 40% twenty-five percent (25%) of the total amount of securities included in such offering, unless offering and (y) any party sell securities in such offering is registration other than the initial public offering Company and Holder. The Company shall advise Holder as to the number of shares or securities that may be included in the registration and underwriting as allocated in the foregoing manner. If Holder disapproves of the Company’s securities, in which case, the selling stockholders may be excluded if the underwriters make the determination described above and no other stockholder’s securities are included. For purposes of the preceding parenthetical concerning apportionment, for any selling stockholder which is a holder of Registrable Securities and which is a venture capital fund, or a partnership or corporation, the Affiliated Funds, partners, retired partners and stockholders of such holder, or the estates and family members terms of any such partners underwriting, Holder may elect to withdraw therefrom by written notice to the Company and retired partners and any trusts for the benefit of any of the foregoing persons underwriter. Any Registrable Securities or other securities excluded or withdrawn from such underwriting shall also be deemed to be a single “selling stockholder,” and any pro-rata reduction with respect to withdrawn from such “selling stockholder” shall be based upon the aggregate amount of shares carrying registration rights owned by all entities and individuals included in such “selling stockholder,” as defined in this sentenceregistration.