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 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 and such other persons for whom the registration statement was filed. If the total amount of securities, including Registrable Securities, to be included in such underwriting exceeds the amount of securities, other than the securities to be sold 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 underwriting only that number of Registrable Securities, if any, which the underwriters determine in their sole discretion will not jeopardize the success of the offering (the Registrable Securities so included to be apportioned pro rata among the selling stockholders having piggyback registration rights according to the total amount of Registrable Securities entitled to be included therein owned by each selling stockholder of Registrable Securities or in such other proportions as shall mutually be agreed to by such selling stockholder of Registrable Securities).

Underwriting Requirements. (a) 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 Holder’s Registrable Securities in such underwriting unless they the Holders accept the terms of the underwriting as agreed upon between the Company (acting reasonably) and the underwriters selected by it (or by other persons entitled to select the its underwriters), and then only in such quantity as the underwriters determine in their sole discretion determine will not jeopardize the success of the offering by the Company and such other persons for whom the registration statement was filedCompany. If the total amount number of securities, including Registrable Securities, requested by stockholders to be included in such underwriting offering exceeds the amount number of securities, other than the securities to be sold (other than by the Company, ) that the underwriters determine in their sole reasonable discretion determine is compatible with the success of the offering, then the Company shall be required to include in the underwriting offering only that number of such securities, including Registrable Securities, if any, which the underwriters determine and the Company in their sole discretion determine will not jeopardize the success of the offering offering. Notwithstanding the foregoing, (x) in no event shall the Registrable Securities so included in the offering be reduced by a greater percentage than the bona fide securities sought to be apportioned pro rata among included in such offering by any other selling shareholder and (y) in no event shall the selling stockholders having piggyback registration rights according to the total amount number of Registrable Securities entitled to included in the offering be reduced below twenty percent (20%) of the total number of securities included therein owned by each selling stockholder of Registrable Securities or in such other proportions as shall mutually be agreed to by such selling stockholder of Registrable Securities)offering.

Underwriting Requirements. In connection with any offering involving an underwriting of shares of the Company's capital stock, the The Company shall not be required under to include in any registration and underwriting to which this Section 1.3 is applicable, the Registrable Securities of any Holder that fails to include any of the Holders' securities in such underwriting unless they accept the terms of execute the underwriting as agreed upon agreement entered into between the Company and the underwriter or underwriters selected by it (or by other persons entitled to select the underwriters)it. In addition, and then only in such quantity as the underwriters determine in their sole discretion will not jeopardize the success of the offering by the Company and such other persons for whom the registration statement was filed. If the total amount of securities, including Registrable Securities, to be included in such underwriting exceeds the amount of securities, other than the securities to be sold 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 underwriting offering only that number of Registrable Securities, if any, which Securities that the underwriters determine in their sole discretion good faith will not jeopardize the success of the offering (the Registrable Securities securities so included to be apportioned pro rata among the selling stockholders having piggyback registration rights Holders according to the total amount of Registrable Securities securities entitled to be included therein owned by each selling stockholder of Registrable Securities Holder or in such other proportions as shall mutually be agreed to by such selling stockholder Holders), but in no event shall (i) the amount of securities of the selling Holders included in the offering be reduced below twenty-five percent (25%) of the total amount of securities included in such offering, unless such offering is the initial public offering of the Company’s securities, in which case the selling Holders may be completely excluded if the underwriters make the determination described above and no other stockholder’s securities are included, or (ii) the number of shares of Registrable Securities)Securities to be included in such underwriting be reduced unless all other securities (other than those of the Company) are first entirely excluded from the underwriting.

Underwriting Requirements. In connection with any offering involving an underwriting of shares of the CompanyParent's capital stock, the Company Parent shall not be required under Section 1.3 Sections 3.2 and 3.3 to include any of the HoldersStockholders' securities in such underwriting unless they such Stockholders accept the terms of the underwriting as agreed upon between the Company Parent and the underwriters selected by 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 and such other persons for whom the registration statement was filedParent. If the total amount of securities, including Registrable Securities, requested by Stockholders to be included in such underwriting offering pursuant to Sections 3.2 and 3.3 exceeds the amount of securities, securities (other than by Parent in the securities to be sold by the Company, case of a registration under Section 3.3) that the underwriters determine in their sole discretion is compatible with the success of the offering, then the Company Parent shall be required exclude from such registration first, securities held by any Person who does not have any contractual rights granted in this Agreement to include cause Parent to register such securities prior to restricting Shares held by any Stockholder with such contractual rights granted in the underwriting only that number of Registrable Securitiesthis Agreement, if any, which the underwriters determine in their sole discretion will not jeopardize the success of the offering (the Registrable Securities so included to be apportioned pro rata among the Stockholders of such Shares on the basis of the respective numbers of Shares requested to be included in such registration, but in no event shall the amount of securities of the selling stockholders having piggyback registration rights according to Stockholders included in the offering be reduced below thirty percent of the total amount of Registrable Securities entitled to be securities included therein owned by each selling stockholder of Registrable Securities or in such other proportions as shall mutually be agreed to by offering, unless such selling stockholder offering is the initial public offering of Registrable Securities)Parent's securities.

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 4.2 to include any of the Holders' securities in such underwriting unless they accept the terms of the underwriting as agreed upon between the Company and the underwriters selected by 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 and such other persons for whom the registration statement was filedCompany. If the total amount of securities, including Registrable Securities, requested by shareholder to be included in such underwriting offering exceeds the amount of securities, securities sold other than the securities to be sold by the Company, Company that the underwriters determine in their sole discretion is compatible with the success of the offering, then the Company shall be required to include in the underwriting offering only that number of such securities, including Registrable Securities, if any, which the underwriters determine in their sole discretion will not jeopardize the success of the offering (subject to the Registrable Securities rights of other security holders of the Company, including, without limitation, preferred shareholders, the securities so included to be apportioned pro rata among the selling stockholders having piggyback registration rights shareholders according to the total amount of Registrable Securities securities entitled to be included therein owned by each selling stockholder of Registrable Securities shareholder or in such other proportions as shall mutually be agreed to by such selling stockholder of Registrable Securities).in

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 3.1 to include any of the Holders' ’ securities in such underwriting unless they accept the terms of the underwriting as agreed upon between the Company and the underwriters selected by it (or by other persons entitled to select the underwriters)) and enter into an underwriting agreement in customary form with such underwriters, and then only in such quantity as the underwriters determine in their sole discretion will not jeopardize the success of the offering by the Company and such other persons for whom the registration statement was filedCompany. If the total amount of securities, including Registrable Securities, Securities requested by Holders to be included in such underwriting offering exceeds the amount of securities, securities sold other than the securities to be sold by the Company, Company that the underwriters determine in their sole discretion is compatible with the success of the offeringoffering in view of market conditions, then the Company shall be required to include in the underwriting offering only that number of such securities, including Registrable Securities, if any, which that the underwriters determine in their sole discretion will not jeopardize the success of the offering (the Registrable Securities securities so included to be apportioned pro rata among the selling stockholders having piggyback registration rights stockholders, including the Holders, according to the total amount of Registrable Securities securities entitled to be included therein owned by each selling stockholder of Registrable Securities or in such other proportions as shall mutually be agreed to by such selling stockholder of Registrable Securitiesstockholders).

Underwriting Requirements. In connection with any offering involving an underwriting of shares of the Company's capital stockstock under Section 1.3, 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 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 and such other persons for whom the registration statement was filedCompany. If the total amount of securities, including Registrable Securities, requested by stockholders to be included in such underwriting offering exceeds the amount of securities, securities sold other than the securities to be sold by the Company, Company that the underwriters determine in their sole discretion is compatible with the success of the offering, then the Company shall be required to include in the underwriting offering only that number of such securities, including Registrable Securities, if any, which the underwriters determine in their sole discretion will not jeopardize the success of the offering offering. The securities so included shall be apportioned (the a) first to Holders selling Registrable Securities so included to be apportioned pro rata among the selling stockholders having piggyback registration rights according to the total amount of Registrable Securities entitled to be included therein owned by each selling stockholder of Registrable Securities or in such Holder and (b) second, to the extent determined by the underwriters to be compatible with the offering, to other proportions as shall mutually be agreed to by such selling stockholder of Registrable Securities)stockholders.

Underwriting Requirements. In connection with any offering involving an underwriting of shares of the Company's capital stock, the Company shall not be required under this Section 1.3 2.2 to include any of the Holders' ’ securities in such underwriting unless they accept the terms of the underwriting as agreed upon between the Company and the underwriters selected by it the Company (or by other persons Persons entitled to select the underwriters)) and enter into an underwriting agreement in customary form with such underwriters, and then only in such quantity as the underwriters determine in their sole discretion will not jeopardize the success of the offering by the Company and such other persons for whom the registration statement was filedCompany. If the total amount of securities, including Registrable Securities, requested by the Holders to be included in such underwriting offering exceeds the amount of securities, securities sold other than the securities to be sold by the Company, Company that the underwriters determine in their sole discretion is compatible with the success of the offering, then the Company shall be required to include in the underwriting offering only that number of such securities, including Registrable Securities, if any, which that the underwriters determine in their sole discretion will not jeopardize the success of the offering (offering. In the Registrable Securities so included event that the underwriters determine that less than all of the securities requested to be apportioned pro rata among registered can be included in such offering, then the selling stockholders having piggyback registration rights according to the total amount aggregate number of Registrable Securities entitled securities to be included therein owned by each selling stockholder of Registrable Securities or in such other proportions as offering shall mutually be agreed be: (i) first, all of the securities that the Company proposes to by such selling stockholder sell, and (ii) second, the number of Registrable Securities), together with the holders of any other securities of the Company entitled to inclusion in such registration that, that, in the good-faith opinion of such managing underwriter or underwriters, can be sold without exceeding the maximum offering size.

Underwriting Requirements. (a) In connection with any offering under Section 3 involving an underwriting of shares of being issued by the Company's capital stockCorporation, the Company Corporation shall not be required under Section 1.3 to include any of the HoldersHolder's Registrable Securities or any Founders' securities Shares in such underwriting unless they accept such Holder or Founder accepts the terms of the underwriting as agreed upon between the Company Corporation and the underwriters selected by it (or by other persons entitled to select the underwriters)it, and then only in such quantity as will not, in the underwriters determine in their sole discretion will not reasonable opinion of the underwriters, jeopardize the success of the offering by the Company and such other persons for whom the registration statement was filedCorporation. If the total amount of securities, including Registrable Securities, securities that all Holders and Founders request to be included in such underwriting an underwritten offering under Section 3 exceeds the amount of securities, other than the securities to be sold by the Company, that the underwriters determine in their sole discretion is reasonably believe compatible with the success of the offering, then no Founders' Shares and no other securities of any shareholder except Registrable Securities of Holders shall be included in such offering unless all Registrable Securities which the Company Holders have requested to be included are included, and the Corporation shall only be required to include in the underwriting only that number offering so many of the Registrable Securities, if any, which Securities of the Holders as the underwriters determine in their sole discretion reasonably believe will not jeopardize the success of the offering (the Registrable Securities so included to be apportioned pro rata among the selling stockholders having piggyback registration rights Holders according to the total amount of Registrable Securities entitled to be included therein owned by each such selling stockholder of Registrable Securities Holders, or in such other proportions as shall mutually be agreed to by such selling stockholder of Registrable SecuritiesHolders).

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 2.2 to include any of the Holders' ’ securities in such underwriting unless they accept the terms of the underwriting as agreed upon between the Company and the underwriters selected by it (or by other persons 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 and such other persons for whom the registration statement was filedCompany. If the total amount of securities, including Registrable Securities, requested by stockholders to be included in such underwriting offering exceeds the amount of securities, securities sold other than the securities to be sold by the Company, Company that the underwriters determine in their sole discretion is compatible with the success of the offering, then the Company shall be required to include in the underwriting offering only that number of such securities, including Registrable Securities, if any, which the underwriters determine in their sole discretion will not jeopardize the success of the offering (the Registrable Securities securities so included to be apportioned (i) first, pro rata among the selling stockholders having piggyback registration rights holders of Registrable Securities according to the total amount of Registrable Securities entitled to be included therein by each Holder of Registrable Securities, and (ii) lastly, pro rata among the other selling stockholders according to the total amount of securities entitled to be included therein owned by each other selling stockholder of Registrable Securities or in such other proportions as shall mutually be agreed to by such other selling stockholder of Registrable Securitiesstockholders).

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 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 and such other persons for whom the registration statement was filedCompany. If the total amount of securities, including Investor Registrable Securities, requested by shareholders to be included in such underwriting offering exceeds the amount of securities, securities sold other than the securities to be sold by the Company, Company that the underwriters determine in their sole discretion is compatible with the success of the offering, then the Company shall be required to include in the underwriting offering only that number of such securities, including Investor Registrable Securities, if any, which the underwriters determine in their sole discretion will not jeopardize the success of the offering (the Registrable Securities securities so included to be apportioned pro rata among the selling stockholders having piggyback registration rights shareholders according to the total amount of Registrable Securities securities entitled to be included therein owned by each selling stockholder of Registrable Securities shareholder or in such other proportions as shall mutually be agreed to by such selling stockholder shareholders) but in no event shall (i) the amount of Registrable Securities).securities of the selling Holders included in the offering be reduced unless no other shareholder's securities are included, or (ii) in any event, the amount of securities of the selling Holders included in the offering be reduced below twenty-five percent (25%) of the total amount of securities included in such offering, unless such offering is the initial public offering of

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 to include any of the Holders' securities in such underwriting unless they accept the terms of the underwriting Registrable Securities as agreed upon between the Company and the underwriters selected by 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 and such other persons for whom the registration statement was filed. If the total amount of securities, including Registrable Securities, are requested to be included in such underwriting exceeds offering pursuant to this Agreement shall be included in such offering on the same terms as other securities of the same class as the Registrable Securities included in such offering; provided, however, that if in the written good faith opinion of the managing underwriter or underwriters, the total amount of securities, other than the such securities to be sold by so registered, when added to such Registrable Securities, will exceed the maximum amount of the Company, that 's securities which can be marketed without otherwise materially and adversely affecting the underwriters determine in their sole discretion is compatible with the success of the entire offering, then the Company shall be required to include in exclude from such offering (a) first, all securities other than Registrable Securities held by the underwriting only that Holders, being sold for the account of persons other than the Company, (b) next, the minimum number of Registrable SecuritiesSecurities held by the Holders, if any, which pro rata to the underwriters determine in their sole discretion will not jeopardize extent practicable on the success basis of the offering (the number of Registrable Securities so included requested to be apportioned pro rata registered among the selling stockholders having piggyback registration rights according Holders as is necessary in the opinion of the managing underwriter or underwriters to reduce the total amount size of Registrable Securities entitled to the offering, and (c) last, the minimum number of securities for the account of the Company which in the opinion of the managing underwriter or underwriters may be included therein owned by each selling stockholder of Registrable Securities or in such other proportions as shall mutually be agreed to by such selling stockholder of Registrable Securities)excluded.

Underwriting Requirements. In connection with any offering involving an underwriting of shares of the Company's ’s capital stock, the Company shall not be required under this Section 1.3 to include any of the Holders' securities ’ Registrable Securities in such underwriting unless they such Holders accept the terms of the underwriting as agreed upon between the Company and the underwriters selected by it (or by other persons entitled to select the underwriters), and then only in such quantity as the underwriters determine in their sole discretion will not jeopardize the success of the offering by the Company and such other persons for whom the registration statement was filedCompany. If the total amount of securities, including Registrable Securities, requested by stockholders to be included in such underwriting an offering exceeds the amount of securities, other than the securities to be sold by the Company, that the underwriters determine 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 underwriting offering only that number of such securities, including Registrable Securities, if any, which the underwriters determine in their sole discretion good faith will not jeopardize the success of the offering (offering. If the Registrable Securities so included to be apportioned pro rata among the selling stockholders having piggyback registration rights according to the total amount number of Registrable Securities entitled to be included therein owned by each selling stockholder in the underwriting in accordance with the foregoing is less than the total number of shares which the Holders of Registrable Securities or have requested to be included, then the number of shares that may be included in such the underwriting shall be allocated, first, to the Company; second, to holders of shares of capital stock (other proportions as shall mutually be agreed than a Holder) with registration rights under the Existing Registration Rights Agreement; and third to by such selling stockholder the Holders on a pro rata basis based on the total number of Registrable Securities)Securities held by each Holder.

Underwriting Requirements. In connection with any offering (other than an offering made pursuant to Section 2 of this Agreement) involving an underwriting of shares of capital stock of the Company's capital stock, the Company shall not be required under Section 1.3 this Agreement to include any of the Holders' securities in such underwriting unless they such Holders accept the terms of the underwriting as agreed upon between the Company and the underwriters selected by it (or by other persons entitled to select the underwriters), and then only in such quantity as the underwriters determine in their sole discretion will not jeopardize the success of the offering by the Company and such other persons for whom the registration statement was filedit. If the total amount of securities, including Registrable Securities, requested by shareholders to be included in such underwriting offering exceeds the amount of securities, other than the securities to be sold by the Company, that the underwriters determine in their sole discretion reasonably believe is compatible with the success of the offering, then all of the Company shall be required to include in the underwriting only that number of Registrable Securitiesshares, if any, which requested to be included in the offering by Xxxxxx Aircraft Company ("Xxxxxx") pursuant to its Registration Rights Agreement with the Company dated May 12, 1993 shall be included in the offering before any Registrable Securities are included, and the underwriters determine in their sole discretion will not jeopardize the success may exclude up to a maximum of the offering one hundred percent (100%) of the Registrable Securities so requested to be included in such registration, provided such registration does not include shares of any other selling shareholders, except Xxxxxx. (The securities so included to be apportioned pro rata among the selling stockholders having piggyback registration rights Holders according to the total amount of Registrable Securities securities entitled to be included therein owned by each selling stockholder of Registrable Securities Holder or in such other proportions proportion as shall mutually be agreed to by such selling stockholder of Registrable SecuritiesHolders.).

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 ’ Registrable Securities in such underwriting unless they such Holders accept the terms of the underwriting as agreed upon between the Company and the underwriters selected by it (or by other persons entitled to select the underwriters), and then only in such quantity as the underwriters determine in their sole discretion will not jeopardize the success of the offering by the Company and such other persons for whom the registration statement was filedCompany. If the total amount of securities, including Registrable Securities, requested by stockholders to be included in such underwriting an offering exceeds the amount of securities, other than the securities to be sold by the Company, that the underwriters determine 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 underwriting offering only that number of such securities, including Registrable Securities, if any, which the underwriters determine in their sole discretion good faith will not jeopardize the success of the offering (offereing. If the Registrable Securities so included to be apportioned pro rata among the selling stockholders having piggyback registration rights according to the total amount number of Registrable Securities entitled to be included therein owned by each selling stockholder in the underwriting in accordance with the foregoing is less than the total number of shares which the Holders of Registrable Securities or have requested to be included, then the number of shares that may be included in such the underwriting shall be allocated, first, to the Company; second, to holders of shares of capital stock (other proportions as shall mutually be agreed than a Holder) with registration rights under the Existing Registration Rights Agreement; and third to by such selling stockholder the Holders on a pro rata basis based on the total number of Registrable Securities)Securities held by each Holder.

Underwriting Requirements. (a) In connection with any offering involving registrations in which Registrable Securities have a right to be included pursuant to Section 2 hereof and which involves an underwriting of shares of securities being issued by the Company's capital stock, the Company shall not be required required, under Section 1.3 2 hereof, 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 it (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 and such other persons for whom the registration statement was filedCompany. If the total amount of securities, including Registrable Securities, requested by Holders to be included in such underwriting offering exceeds the amount of securities, securities sold other than the securities to be sold by the Company, 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 underwriting offering only that number of such securities, including Registrable Securities, if any, which the underwriters determine in their sole discretion believe will not jeopardize the success of the offering (offering, the Registrable Securities securities so included to be apportioned pro rata among the selling stockholders having piggyback Holder and other shareholders holding contractual registration rights according to the total amount of Registrable Securities securities entitled to be included therein herein owned by each selling stockholder of Registrable Securities Holder or in such other proportions as shall mutually be agreed to by such Holder and each other selling stockholder of Registrable Securities)Holder.

Underwriting Requirements. In connection with any offering involving an underwriting of shares of the Company's capital stock, the The Company shall not be required under Section 1.3 2 to include any of the Holders' securities in an underwritten offering of the Company's securities unless such underwriting unless they Holders accept the terms of the underwriting as agreed upon between the Company and the underwriters selected by it (or by other persons entitled to select the underwriters)it, assuming usual and then only in such quantity as the underwriters determine in their sole discretion will not jeopardize the success of the offering by the Company and such other persons for whom the registration statement was filedcustomary underwriting terms. If the total amount of securities, including Registrable Securities, requested by shareholders to be included in such underwriting offering exceeds the amount of securities, other than the securities to be sold 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 underwriting offering only that number of such securities, including Registrable Securities, if any, which the underwriters determine in their sole discretion believe will not jeopardize the success of the offering (the Registrable Securities securities so included to be apportioned pro rata among the selling stockholders having piggyback registration rights shareholders according to the total amount of Registrable Securities securities otherwise entitled to be included therein owned by each selling stockholder of Registrable Securities shareholder or in such other proportions as shall mutually be agreed to by such selling stockholder shareholders), but in no event shall the amount of Registrable Securities)securities of the selling Holders included in the offering be reduced below 25% of the total amount of securities included in such offering, unless such offering is the initial public offering of the Company's securities, in which case the selling Holders may be excluded if the underwriters make the determination described above and provided no other shareholder's securities are included.

Underwriting Requirements. In connection with any offering involving an underwriting of shares of the Company's capital stock, the Company shall not be required under this Section 1.3 to include any of the Holders' securities Registrable Securities in such underwriting unless they such Holders accept the terms of the underwriting as agreed upon between the Company and the underwriters selected by it (or by other persons entitled to select the underwriters), and then only in such quantity as the underwriters determine in their sole discretion will not jeopardize the success of the offering by the Company and such other persons for whom the registration statement was filedCompany. If the total amount of securities, including Registrable Securities, requested by stockholders to be included in such underwriting an offering exceeds the amount of securities, other than the securities to be sold by the Company, that the underwriters determine 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 underwriting offering only that number of such securities, including Registrable Securities, if any, which the underwriters determine in their sole discretion good faith will not jeopardize the success of the offering (offering. If the Registrable Securities so included to be apportioned pro rata among the selling stockholders having piggyback registration rights according to the total amount number of Registrable Securities entitled to be included therein owned by each selling stockholder in the underwriting in accordance with the foregoing is less than the total number of shares which the Holders of Registrable Securities or have requested to be included, then the number of shares that may be included in such the underwriting shall be allocated, first, to the Company; second, to holders of shares of capital stock (other proportions as shall mutually be agreed than a Holder) with registration rights under the Existing Registration Rights Agreement; and third to by such selling stockholder the Holders on a pro rata basis based on the total number of Registrable Securities)Securities held by each Holder.

Underwriting Requirements. In connection with any offering involving an underwriting of shares of the CompanyParent's capital stock, the Company Parent shall not be required under Section 1.3 to include any of the Holders' securities Share Consideration in such underwriting unless they the holders of Share Consideration requesting inclusion therein accept the terms of the underwriting as agreed upon between the Company and the underwriters selected by it (or by other persons entitled to select the underwriters)agreement, 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 and such other persons for whom the registration statement was filedoffering. If the total amount of securities, including Registrable Securities, securities requested by Parent shareholders to be included in such underwriting offering exceeds the amount of securities, other than the securities to be sold other than by the Company, Parent that the underwriters determine in their sole discretion is compatible with the success of the offering, then the Company Parent shall be required to include in the underwriting offering only that number of Registrable Securities, if anysuch securities, which the underwriters determine in their sole discretion will not jeopardize the success of the offering (the Registrable Securities offering. The securities so included to shall be apportioned pro rata among (a) first, to the selling stockholders having holders of piggyback registration rights (including the holders of Share Consideration requesting inclusion therein pursuant to rights granted hereunder) selling securities pro rata according to the total amount of Registrable Securities entitled their securities requested to be included therein owned and (b) second, to the extent determined by each selling stockholder of Registrable Securities or in such the underwriters to be compatible with the offering, to other proportions as shall mutually be agreed to by such selling stockholder of Registrable Securities)shareholders.

Underwriting Requirements. In connection with any offering involving an underwriting initiated by the Company for the underwritten sale of shares of being issued and sold by the Company's capital stock, the Company shall not be required under this Section 1.3 to include any of the HoldersInvestors' securities in such underwriting unless they accept the terms of the underwriting as agreed upon between the Company and the underwriters selected by it (or by other persons entitled to select the underwriters)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 and Company; provided, that such other persons underwriting agreement shall not provide for whom indemnification or contribution obligations on the registration statement was filedpart of the Investors greater than the obligations set forth in Section 5(b). If the total amount of securities, including Registrable Securities, requested by stockholders of the Company to be included in such underwriting offering exceeds the amount of securities, sold other than the securities to be sold by the Company, that the underwriters determine in their sole discretion reasonably believe is compatible with the success of the offering, then the Company number of securities that may be included in the registration and underwriting shall be required to include allocated in the following manner: the Other Registrable Shares shall, subject to existing rights of holders of Other Registrable Shares, be excluded before the Registrable Shares, from such registration and underwriting only that to the extent required by such limitation, and, if a limitation on the number of shares is still required, the number of Registrable SecuritiesShares that may be included in the registration and underwriting shall be allocated among all holders of Registrable Shares in proportion, if anyas nearly as practicable, which the underwriters determine in their sole discretion will not jeopardize the success of the offering (the Registrable Securities so included to be apportioned pro rata among the selling stockholders having piggyback registration rights according to the total amount respective amounts of Registrable Securities entitled Shares which they had requested to be included therein owned by each selling stockholder of Registrable Securities or in such registration at the time of filing the registration statement. No Registrable Shares or any other proportions as securities excluded from the underwriting by reason of the underwriter's marketing limitation shall mutually also be agreed to by included in such selling stockholder of Registrable Securities)registration.

Underwriting Requirements. In connection with any offering involving an underwriting of shares of the Company's capital stock’s share capital, the Company shall not be required under this Section 1.3 to include any of the Holders' ’ securities in such underwriting unless they the Holders accept the terms of the underwriting underwriting, in customary form, as agreed upon between the Company and the underwriters selected by it (or by other persons entitled to select the underwriters)it, and enter into such underwriting agreement, 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 and such Company. Notwithstanding any other persons for whom the registration statement was filed. If provision of this Agreement, if the total amount number of securities, including Registrable Securities, requested by Holders to be included in such underwriting offering exceeds the amount number of securities, securities sold other than the securities to be sold by the Company, 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 underwriting offering only that number of Registrable Securities, if any, which such securities that the underwriters determine in their sole discretion will not materially and adversely jeopardize the success of the offering (offering, the Registrable Securities securities so included to be apportioned pro rata as follows: (i) first, to the Company, and (ii) second, among the selling stockholders having piggyback registration rights according to the total amount Holders of Registrable Securities entitled held by the Investors requested to be included therein owned by each selling stockholder of Registrable Securities or in such other proportions as shall mutually be agreed offering, on a pro rata basis relative to by such selling stockholder of their holding among the Registrable Securities);. Any Registrable Shares excluded or withdrawn from such underwriting shall be excluded and withdrawn from the registration.

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' Registrable Securities of any Eligible Holder in the registration of the securities to be included in such underwriting, or in such underwriting itself, unless they accept such Eligible Holder accepts the terms of the underwriting as agreed upon between the Company and the underwriters selected by it (or by other persons entitled to select the underwriters)it, and then only in such quantity as the underwriters determine in their sole discretion will not jeopardize the success of the offering by the Company and such other persons for whom the registration statement was filedCompany. If the total amount of securities, including Registrable Securities, requested by shareholders to be included in such underwriting offering, whether upon exercise of Registration Rights or otherwise (collectively, "Secondary Securities"), exceeds the amount number of securities, other than the securities to be sold by the Company, Secondary Securities 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 underwriting offering only that such number of Secondary Securities, including Registrable Securities, if any, which as the underwriters determine in their sole discretion will not jeopardize the success of the offering (the Registrable offering. The Secondary Securities so included to shall be apportioned among the Eligible Holders and such other selling shareholders having exercised Registration Rights, pro rata among the selling stockholders having piggyback registration rights according in proportion to the total amount number of Secondary Securities, including Registrable Securities entitled to Securities, owned by the Eligible Holders and such other selling shareholders, respectively, before any Secondary Shares shall be included therein owned by each selling stockholder on behalf of Registrable Securities any other shareholder, or in such other proportions proportion as shall mutually may be agreed to by all such selling stockholder of Registrable Securities)shareholders and the Eligible Holders.

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 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 and such other persons for whom the registration statement was filedCompany. If the total amount of securities, including Registrable Securities, requested by stockholder(s) to be included in such underwriting offering exceeds the amount of securities, securities sold other than the securities to be sold by the Company, Company that the underwriters determine in their sole discretion is compatible with the success of the offering, then the Company shall be required to include in the underwriting offering only that number of such securities, including Registrable Securities, if any, which the underwriters determine in their sole discretion will not jeopardize the success of the offering (the Registrable Securities securities so included to be apportioned pro rata among the selling stockholders having piggyback registration rights stockholder(s) according to the total amount of Registrable Securities securities entitled to be included therein owned by each selling stockholder of Registrable Securities or in such other proportions as shall mutually be agreed to by such selling stockholder of Registrable Securitiesstockholder(s).), but in no

Underwriting Requirements. In connection with any offering involving an underwriting of shares of the Company's capital stock, the (a) The Company shall not be required under Section 1.3 2 to include any securities of any Stockholder in an underwritten offering of the Holders' Company's securities in such underwriting unless they each selling Stockholder accept the terms of the underwriting as agreed upon between the Company and the underwriters selected by it. Each Stockholder acknowledges that it is aware that various other holders (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 "Other Holders") of the offering Company's securities have registration rights similar or prior to the Stockholders' rights ("Piggyback Rights") pursuant to Section 2 of this Agreement that may be effectuated by the Company and such other persons for whom the registration statement was filedexercise by a Stockholder of its rights pursuant to this Agreement. If the total amount underwriters advise the Company that marketing factors require a limitation on the number of securitiesshares, including Registrable Securities, to be included in such underwriting exceeds the amount of securities, other than the securities to be sold by the Company, that the underwriters determine in their sole discretion is compatible with the success of the offering, then the Company shall so advise the Stockholders and all other holders of securities of the Company that may be required included therewith in such registration and that would otherwise have been underwritten pursuant to include in Section 2, and the underwriting only that number of shares, including Registrable Securities, if any, which that may be included in the underwriters determine in their sole discretion will not jeopardize the success of the offering (the Registrable Securities so included to registration shall be apportioned first to the Company, then to and among the Other Holders to the extent necessary to satisfy such Other Holders' priority Piggyback Rights under such other agreements, and then pro rata among the selling stockholders Stockholders and any remaining Other Holders having piggyback registration rights non-priority Piggyback Rights according to the total amount of Registrable Securities entitled requested to be included therein owned sold in such registration by each selling stockholder of Registrable Securities or in such other proportions as shall mutually be agreed to by Stockholder and such selling stockholder of Registrable Securities)Other Holders.

Underwriting Requirements. In connection with any offering involving an underwriting of shares of the Company's capital stockstock pursuant to Section 1.3, the Company shall not be required under Section 1.3 to include any of the Holders' securities Xxxxx-Xxxx Xxxxxx's Covered Securities in such underwriting unless they accept Xxxxx-Xxxx Xxxxxx accepts the terms of the underwriting as agreed upon between the Company and the underwriters selected by it (or by other persons entitled to select the underwriters), and then only in such quantity as the underwriters determine in their sole discretion will not jeopardize the success of the offering by the Company and such other persons for whom the registration statement was filedCompany. If the total amount of securities, including Registrable Securities, Covered Securities requested by Xxxxx-Xxxx Xxxxxx to be included in such underwriting offering, exceeds the amount of securities, securities sold other than the securities to be sold by the Company, Company and the Registrable Securities 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 exclude from such underwriting (i) first, the underwriting only that maximum number of Registrable Securitiessecurities, if any, which other than the underwriters determine in their sole discretion will not jeopardize Covered Securities and Registrable Securities, being sold for the success account of other than the Company, as is necessary to reduce the size of the offering and (ii) second, the Registrable minimum number of Covered Securities, divided pro rata to the extent practicable, among the number of Covered Securities so included requested to be apportioned pro rata among registered by the selling stockholders having piggyback registration rights according members of the Registration Rights Group, as is necessary in the opinion of the managing underwriter(s) to reduce the total amount size of Registrable Securities entitled to be included therein owned by each selling stockholder of Registrable Securities or in such other proportions as shall mutually be agreed to by such selling stockholder of Registrable Securities)the offering.

Underwriting Requirements. In connection with any offering involving an underwriting of shares of the Company's capital stock, the Company shall not be required under Section 1.3 2.2 to include any of the Holders' securities in such underwriting unless they accept the terms of the underwriting agreement as agreed upon between the Company and the underwriters selected by it (or by other persons Persons entitled to select the underwriters), and then only in such quantity as the underwriters determine in their sole discretion will shall not jeopardize the success of the offering by the Company and such other persons for whom the registration statement was filedCompany. If the total amount of securities, including Registrable Securities, requested by stockholders to be included in such underwriting offering exceeds the amount of securities, securities sold other than the securities to be sold by the Company, Company that the underwriters determine in their sole discretion is compatible with the success of the offering, then the Company shall be required to include in the underwriting offering only that number of such securities, including Registrable Securities, if any, which the underwriters determine in their sole discretion will shall not jeopardize the success of the offering (the Registrable Securities securities so included to be apportioned (i) FIRST, pro rata among the selling stockholders having piggyback registration rights Holders of Registrable Securities according to the total amount of Registrable Securities entitled to be included therein by each Holder of Registrable Securities and (ii) LASTLY, pro rata among the other selling stockholders according to the total amount of securities entitled to be included therein owned by each other selling stockholder of Registrable Securities or in such other proportions as shall mutually be agreed to by such other selling stockholder of Registrable Securitiesstockholders).

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 this SECTION 1.4 to include any of the Holders' securities in such underwriting unless they accept the terms of the underwriting as agreed upon between the Company and the underwriters selected by it (or by other persons entitled to select the underwriters)) and enter into an underwriting agreement in customary form with an underwriter or underwriters selected by the Company, and then only in such quantity as the underwriters determine in their sole discretion will not jeopardize the success of the offering by the Company and such other persons for whom the registration statement was filedCompany. If the total amount of securities, including Registrable Securities, requested by stockholders to be included in such underwriting offering exceeds the amount of securities, securities sold other than the securities to be sold by the Company, Company that the underwriters determine in their sole discretion is compatible with the success of the offering, then the Company shall be required to include in the underwriting offering only that number of such securities, including Registrable Securities, if any, which that the underwriters determine in their sole discretion will not jeopardize the success of the offering (the Registrable Securities securities so included to be apportioned pro rata among the selling stockholders having piggyback registration rights Holders according to the total amount of Registrable Securities securities entitled to be included therein owned by each selling stockholder of Registrable Securities Holder or in such other proportions as shall mutually be agreed to by such selling stockholder Holders), but in no event shall the number of Registrable Securities)Securities proposed to be included in such offering be reduced unless the number of the Company's securities to be included in such offering by all other holders shall have been reduced to zero.

Underwriting Requirements. 6.1 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 clause 2 to use its commercially reasonable best efforts to include any of the Holders' securities in such underwriting unless they accept the terms of the underwriting as agreed upon between the Company and the underwriters selected by it (or by other persons entitled to select the underwriters), and then only in such quantity as the underwriters determine in their sole discretion will not jeopardize jeopardise the success of the offering by the Company and such other persons for whom the registration statement was filedor by any selling stockholders exercising demand rights. If the total amount of securities, including Registrable Securities, requested by stockholders to be included in such underwriting offering exceeds the amount of securities, securities sold other than the securities to be sold by the Company, Company that the underwriters determine in their sole discretion is compatible with the success of the offering, then the Company shall be required to include in the underwriting offering only that number of such securities, including Registrable Securities, if any, which the underwriters determine in their sole discretion will not jeopardize jeopardise the success of the offering (of the Registrable securities so included. Securities so included to shall be apportioned pro rata among excluded from the selling stockholders having piggyback registration rights according to offering in the total amount of Registrable Securities entitled to be included therein owned by each selling stockholder of Registrable Securities or in such other proportions as shall mutually be agreed to by such selling stockholder of Registrable Securities).order set forth below:

Underwriting Requirements. In connection with any offering involving an any underwriting of shares of the Company's capital stock, the Company shall not be required under Section 1.3 10.3 to include any of the Holders' securities a Holder's Registrable Securities in such underwriting unless they accept such Holder accepts the terms of the underwriting as agreed upon between the Company and the underwriters selected by it (or by other persons entitled to select the underwriters), and then only in such quantity as the managing underwriters determine in their sole discretion will not jeopardize the success of the offering by the Company and such other persons for whom the registration statement was filedCompany. If the total amount of securities, including Registrable Securities, requested by stockholders to be included in such underwriting offering exceeds the amount of securities, other than the securities to be sold by the Company, of such stockholders that the managing underwriters determine in their sole discretion is compatible with the success of the offering, then the Company shall be required to include in the underwriting offering only that number of such securities owned by such stockholders, including Registrable Securities, if any, which the managing underwriters determine in their sole discretion will not jeopardize the success of the offering (the Registrable Securities securities so included to be apportioned pro rata among the selling stockholders having piggyback Holder(s) and the holders of other securities entitled to be included in such underwriting under the terms of any registration rights agreement with the Company, according to the total amount of Registrable Securities or other such securities entitled to be included therein owned by each selling stockholder of Registrable Securities Holder and other holders or in such other proportions as shall mutually be agreed to by a majority in interest of the Holders and such selling stockholder other holders, except as otherwise provided (i) in Sections 1.2(b) and 1.8 of Registrable Securities)the Investors' Rights Agreement dated May 25, 1994 by and between the Company, and the Series C Investors and (ii) in Section 4(d) of the Placement Agency Agreement dated June 25, 1993 by and between the Company and Xxxxxxx Xxxxx Securities Incorporated.

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 5.2 to include any of the Holders' securities Registrable Securities of Warrant Holder in such underwriting unless they accept Holder accepts the terms of the underwriting as agreed upon between or among the Company and the one or more underwriters selected by it (or by other persons entitled to select the one or more underwriters), and then only in such quantity as will not, in the underwriters determine in their sole discretion will not opinion of such one or more underwriters, be reasonably likely to jeopardize the success of the offering by the Company and such other persons for whom the registration statement was filedCompany. If the total amount of securities, including the Registrable SecuritiesSecurities of Warrant Holder, requested by shareholders to be included in such underwriting offering exceeds the amount of securities, other than the securities to be sold other than by the Company, 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 underwriting offering only that number of securities, including Registrable Securities, if anySecurities of Warrant Holder, which the underwriters determine in their sole discretion will are not reasonably likely to jeopardize the success of the offering (the Registrable Securities securities so included to be apportioned pro rata among the selling stockholders having piggyback registration rights shareholders other than the Company according to the total amount of Registrable Securities securities entitled to be included therein owned by each selling stockholder of Registrable Securities shareholder other than the Company or in such other proportions as shall mutually be agreed to by or among such selling stockholder of Registrable Securitiesshareholders other than the Company).

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 this Section 1.3 1.4 to include any securities of the Holders' securities a Holder in such underwriting unless they accept the Holder accepts the terms of the underwriting as agreed upon between the Company and the underwriters selected by it (or by other persons entitled to select the underwriters)) and enters into an underwriting agreement in customary form, 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 and such other persons for whom the registration statement was filedCompany. If the total amount of securities, including Registrable Securities, requested to be included in such underwriting offering exceeds the amount of securities, other than the securities to be sold 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 underwriting offering only that number of such securities, including Registrable Securities, if any, which that the underwriters determine in their sole discretion will not jeopardize the success of the offering (the Registrable Securities securities so included to be apportioned allocated first, to the Company, second, pro rata among the selling stockholders having piggyback registration rights Holders according to the total amount of Registrable Securities securities entitled to be included therein owned by each selling stockholder of Registrable Securities Holder or in such other proportions as shall mutually be agreed to by such selling stockholder Holders and third, pro rata among the other selling security holders of Registrable Securitiesthe Company, if any, according to the total amount of securities entitled to be included therein owned by each such selling security holder).

Underwriting Requirements. In connection with any offering involving an underwriting of shares of the Company's ’s capital stock, the Company shall not be required under this Section 1.3 5.1 to include any of the Holders' securities ’ Registrable Securities in such underwriting unless they such Holders accept the terms of the underwriting as agreed upon between the Company and the underwriters selected by it the Company (or by other persons entitled to select the underwriters), underwriters and then only in such quantity as the underwriters determine in their sole reasonable discretion will not jeopardize the success successes of the their offering by the Company and or such other persons for whom the registration statement was filedpersons). If the total amount of securities, including Registrable Securities, requested by stockholders to be included in such underwriting an offering exceeds the amount of securities, other than the securities to be sold by the Company, that the underwriters determine determine, in their sole discretion reasonable discretion, is compatible with the success of the offering, then the Company shall be required to include in the underwriting offering only that number of such securities, including Registrable Securities, if any, which the underwriters determine in their sole reasonable discretion will not jeopardize the success of the offering (offering. If the Registrable Securities so included to be apportioned pro rata among the selling stockholders having piggyback registration rights according to the total amount number of Registrable Securities entitled to be included therein owned by each selling stockholder in the underwriting in accordance with the foregoing is less than the total number of shares which the Holders of Registrable Securities or have requested to be included, then the other holders of all other shares of capital stock with registration rights who have requested to be included in such other proportions as the registration statement shall mutually be agreed participate in the underwriting prior to by such selling stockholder the Holders of Registrable Securities)Securities who have requested registration.

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 it (or by other persons 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 and such other persons for whom the registration statement was filedCompany. If the total amount of securities, including Registrable Securities, requested by stockholders to be included in such underwriting offering exceeds the amount of securities, securities sold other than the securities to be sold by the Company, Company that the underwriters determine in their sole discretion is compatible with the success of the offering, then the Company shall be required to include in the underwriting offering only that number of such securities, including Registrable Securities, if any, which the underwriters determine in their sole discretion will not jeopardize the success of the offering (the Registrable Securities securities so included to be apportioned (i) first, pro rata among the selling stockholders having piggyback registration rights holders of Registrable Securities according to the total amount of Registrable Securities entitled to be included therein by each Holder of Registrable Securities, and (ii) lastly, pro rata among the other selling stockholders according to the total amount of securities entitled to be included therein owned by each other selling stockholder of Registrable Securities or in such other proportions as shall mutually be agreed to by such other selling stockholder of Registrable Securitiesstockholders).

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 Prior Holders' securities in such underwriting unless they accept the terms of the underwriting as agreed upon between the Company and the underwriters selected by it (or by other persons entitled to select the underwriters), and then only in such quantity as the underwriters determine in their sole discretion will not jeopardize the success of the offering by the Company and such other persons for whom the registration statement was filedCompany. If the total amount of securities, including Registrable Securities and Prior Holder Registrable Securities, requested by stockholders to be included in such underwriting offering exceeds the amount of securities, securities sold other than the securities to be sold by the Company, Company that the underwriters determine in their sole discretion is compatible with the success of the offering, then the Company shall be required to include in the underwriting offering only that number of such securities, including Registrable Securities and Prior Holder Registrable Securities, if any, which the underwriters determine in their sole discretion will not jeopardize the success of the offering (the Registrable Securities securities so included to be apportioned pro rata among the selling stockholders having piggyback registration rights according to the total amount of Registrable Securities securities entitled to be included therein owned by each selling stockholder of Registrable Securities or in such other proportions as shall mutually be agreed to by such selling stockholder stockholders) but in no event shall (i) the amount of Registrable Securities).securities of the selling Holders included in the offering be reduced below

Underwriting Requirements. (1) In connection with any offering involving an underwriting of shares of the Company's capital stock’s Ordinary Shares initiated by the Company, the Company shall not be required to register the Registrable Securities of a Holder under this Section 1.3 to ‎2.2 unless such Holder shall include any of such Registrable Securities in the Holders' securities underwriting and such Holder enters into an underwriting agreement in customary form with the underwriters selected by the Company and setting forth such underwriting unless they accept the terms of for the underwriting as have been agreed upon between the Company and the underwriters. In the event the underwriters selected by it advise Holders seeking registration of the sale of Registrable Securities pursuant to this Section ‎2.2 in writing that market factors (or by other persons entitled including the aggregate number of Registrable Securities requested to select be registered, the underwriters)general condition of the market, and then only in such quantity as the underwriters determine in their sole discretion will not jeopardize the success status of the offering by Persons proposing to sell securities pursuant to the Company and such other persons for whom registration) require a limitation of the registration statement was filed. If the total amount number of securities, including Registrable Securities, to be included in such underwriting exceeds the amount of securities, other than the securities to be sold by the Companyunderwritten, that the underwriters determine in their sole discretion is compatible with may exclude some or all Registrable Securities from the success of registration and underwriting after excluding any other securities from the offering, then underwriting (other than any Securities which the Company shall be required may seek to include in the underwriting only that for its own account), and the number of Registrable Securities, if any, which the underwriters determine in their sole discretion will not jeopardize the success of the offering (the securities and Registrable Securities so that may be included in the registration and the underwriting shall be allocated (i) first, to be apportioned pro rata the Company, and (ii) thereafter among the selling stockholders having piggyback Holders requesting inclusion of their Registrable Securities in such registration rights according statement in proportion, as nearly as practicable, to the total amount respective amounts of Registrable Securities which the Holders would otherwise be entitled to be included therein owned by each selling stockholder of Registrable Securities or include in such other proportions as shall mutually be agreed to by such selling stockholder of Registrable Securities)the registration.

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 Section 1.3 to include any of the Holders' securities Holder's Registrable Securities in such underwriting unless they accept the terms of the underwriting as agreed upon between the Company and the underwriters selected by it (or by other persons entitled to select the 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 and such other persons for whom the registration statement was filedCompany. If the total amount of securities, including Registrable Securities, requested by shareholders to be included in such underwriting offering exceeds the amount of securities, other than the securities to be sold (in addition to those securities to be sold 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 underwriting offering only that number of such securities, including Registrable Securities, if any, which the underwriters determine in their sole discretion will not jeopardize the success of the offering (the Registrable Securities securities so included to be apportioned pro rata among the selling stockholders having piggyback registration rights shareholders according to the total amount of Registrable Securities securities entitled to be included therein owned by each selling stockholder of Registrable Securities shareholder or in such other proportions as shall mutually be agreed to by such selling stockholder of Registrable Securitiesshareholders).

Underwriting Requirements. In connection with any offering involving contemplated by this Agreement which constitutes 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 the Holders' securities Registrable Shares in such underwriting unless they accept the terms of the underwriting as agreed upon between the Company and the underwriters selected by it (or by other persons the person(s) 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 and Company, such other persons for whom determination to be confirmed in writing upon the registration statement was filedrequest of any Holder. If the total amount of securities, securities requested by all stockholders (including Registrable Securities, but not limited to the Holders) to be included in such underwriting an offering contemplated by Section 2 hereof exceeds the amount of securities, other than the securities to be sold other than by the Company, Company that the underwriters determine in their sole discretion is compatible with the success of the offering, then the Company shall be required to include in the underwriting offering only that number of Registrable Securities, if any, securities which the underwriters determine in their sole discretion will not jeopardize the success of the offering (the Registrable Securities securities so included to be apportioned pro rata among the all selling stockholders having piggyback registration rights (including but not limited to the Holders) according to the total amount of Registrable Securities entitled securities sought to be he included therein owned by each selling such stockholder of Registrable Securities or in such other proportions as shall mutually be agreed to by such selling stockholder of Registrable Securitiesthe Underwritten Offering).

Underwriting Requirements. In connection with any offering involving ------------------------- an underwriting of shares of the CompanyBorrower's capital stock, the Company Borrower shall not be required under Section 1.3 10.3 to include any of the Holders' Holder's securities in such underwriting unless they accept it accepts the terms of the underwriting as agreed upon between the Company Borrower and the underwriters selected by 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 and such other persons for whom the registration statement was filedBorrower. If the total amount of securities, including Registrable Securities, requested by shareholders to be included in such underwriting offering exceeds the amount of securities, securities sold other than the securities to be sold by the Company, Borrower that the underwriters determine in their sole discretion is compatible with the success of the offering, then the Company Borrower shall be required to include in the underwriting offering only that number of such securities, including Registrable Securities, if any, which the underwriters determine in their sole discretion will not jeopardize the success of the offering (the Registrable Securities securities so included to be apportioned pro rata among the selling stockholders having piggyback registration rights shareholders according to the total amount of Registrable Securities securities entitled to be included therein owned by each selling stockholder of Registrable Securities shareholder or in such other proportions as shall mutually be agreed to by such selling stockholder shareholders), subject to the rights of Registrable Securities)those existing stockholders of the Borrower who have been granted registration rights previously.

Underwriting Requirements. In connection with any offering involving an underwriting of shares of the Company's capital stock, the Company shall will 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 (which shall in all cases be reasonable) as agreed upon between the Company and the underwriters selected by it the Company (or by other persons entitled to select the underwriters), . If the underwriter delivers a written opinion to the Selling 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 and such other persons for whom the registration statement was filed. If that the total amount of securities, including Registrable Securities, requested by such Selling Holders to be included in such underwriting offering exceeds the amount of securities, other than the securities to be sold other than by the Company, Company that the underwriters determine in their sole discretion is compatible with the success of the offering, then the Company shall will be required to include in the underwriting offering only that number of such securities, including Registrable Securities, if any, which the underwriters determine in their sole discretion will not jeopardize the success of the offering (the Registrable Securities securities so included to be apportioned pro rata among the all selling stockholders having piggyback registration rights according to the total amount of Registrable Securities registrable securities then outstanding entitled or, in the alternative, requested to be included therein owned by each selling stockholder of Registrable Securities or in such other proportions as shall will mutually be agreed to by such selling stockholders) but, in no event will any shares being sold by a stockholder of Registrable Securities)exercising a demand registration right similar to that granted in Section 2 be required to be excluded from such offering.

Underwriting Requirements. In connection with any offering involving an underwriting of shares of the Company's capital stock, the Company shall not be required under Section 1.3 5.3 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 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 and such other persons for whom the registration statement was filed. If provided, however, that if the total amount of securities, including Registrable Securities, requested by stockholders to be included in such underwriting offering exceeds the amount of securities, other than the securities to be sold 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 underwriting offering only that number of such securities, including Registrable Securities, if any, which the underwriters determine in their sole discretion will not jeopardize the success of the offering (offering, provided, however, that any reduction in the securities to be included in such registration statement pursuant to the foregoing shall be apportioned among all of the securities proposed to be included in such registration statement, including, but not limited to, all other Registrable Securities so included to be apportioned pro rata among (based upon the selling stockholders having piggyback registration rights according to the total amount number of Registrable Securities entitled requested to be included therein owned registered by each selling stockholder of Registrable Securities or in such other proportions as shall mutually Holder) on a pro rata basis, but not including securities to be agreed to sold by such selling stockholder of Registrable Securities)the Company.

Underwriting Requirements. In connection with any offering involving an underwriting of shares of the Company's capital stockunderwritten offering, the Company shall not be required under this Section 1.3 3 to include any of the Holders' securities Holder's Registrable Shares in such underwriting underwritten offering unless they accept such Holder shall have agreed in writing to the terms of the underwriting as agreed upon between among the Company and the underwriters selected by it (the Company or by other persons entitled to select selling stockholders, as the underwriters)case may be, and then only in such quantity as the underwriters determine in their sole discretion will not jeopardize materially and adversely affect the success distribution of securities to be covered by such registration statement, such determination to be confirmed in writing upon the offering by the Company and such other persons for whom the registration statement was filedrequest of any Holder. If the total amount of securities, including Registrable Securities, Shares requested by Holders to be included in such underwriting offering pursuant to Section 3(a) exceeds the amount of securities, other than the securities to be sold 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 underwriting offering only that number of Registrable Securities, if any, Shares and shares of Common Stock offered by other selling shareholders which the underwriters determine in their sole discretion will not jeopardize the success of have a material adverse effect on the offering (the Registrable Securities securities so included to be apportioned among all selling Holders and other selling shareholders pro rata among the selling stockholders having piggyback registration rights according to the total amount of Registrable Securities entitled shares of Common Stock proposed to the be included therein owned sold by each selling stockholder of Registrable Securities or in such other proportions as shall mutually be agreed to by such selling stockholder of Registrable Securities)holder.

Underwriting Requirements. In connection with any offering involving an underwriting of shares of the Company's capital stockstock pursuant to Subsection 2.1, the Company shall not be required under Section 1.3 to include any of the Holders' securities Registrable Securities in such underwriting unless they the Holders accept the terms of the underwriting as agreed upon between the Company and the underwriters selected by it (or by other persons entitled to select the its underwriters), and then only in such quantity as the underwriters determine in their sole discretion determine will not jeopardize the success of the offering by the Company and such other persons for whom the registration statement was filedCompany. If the total amount underwriters determine that less than all of securities, including the Registrable Securities, Securities requested to be registered can be included in such underwriting exceeds the amount of securities, other than the securities to be sold by the Company, that the underwriters determine in their sole discretion is compatible with the success of the offering, then the Company Registrable Securities that are included in such offering shall be required to include allocated among the selling Holders in proportion (as nearly as practicable to) the underwriting only that number of Registrable Securities, if any, which the underwriters determine in their sole discretion will not jeopardize the success of the offering (the Registrable Securities so included to be apportioned pro rata among the selling stockholders having piggyback registration rights according to the total amount of Registrable Securities entitled to be included therein owned by each selling stockholder of Registrable Securities Holder or in such other proportions as shall mutually be agreed to by all such selling stockholder Holders. Notwithstanding the foregoing, in no event shall (i) the number of Registrable Securities)Securities included in the offering be reduced unless all other securities (other than securities to be sold by the Company) are first entirely excluded from the offering, or (ii) the number of Registrable Securities included in the offering be reduced below thirty percent (30%) of the total number of securities included in such offering, unless such offering is the IPO, in which case the selling Holders may be excluded further if the underwriters make the determination described above and no other stockholder's securities are included in such offering.

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 to include any of the Holders' securities Registrable Securities in such underwriting unless they accept such Holder accepts the terms of the underwriting as agreed upon between the Company and the underwriters selected by it (or by other persons entitled to select it. If the underwriters), and then only in such quantity as the underwriters determine in their sole discretion will not jeopardize the success of managing underwriter for the offering by shall advise the Company and such other persons for whom the registration statement was filed. If in writing that the total amount of securities, including Registrable Securities, requested by shareholders to be included in such underwriting offering exceeds the amount of securities, other than the securities to be sold other than by the Company, Company that the underwriters determine in their sole discretion is compatible with the success of the offeringcan be successfully offered, then the Company shall be required to include in the underwriting offering only that number of such securities, including Registrable Securities, if any, which the underwriters determine in their sole discretion managing underwriter believes will not jeopardize the success of the offering. The securities to be excluded shall be as follows: all securities other than those to be included by the Company for its own account and other than those which the Holders seek to include in the offering (shall be excluded from the offering to the extent limitation on the amount of securities included in the underwriting is required. If further limitation on the amount of securities to be included in the underwriting is required, then the number of Registrable Securities so held by Holders that may be included to in the underwriting shall be apportioned reduced pro rata among the selling stockholders having piggyback registration rights according to Holders in accordance with the total amount number of Registrable Securities entitled requested to be included therein owned by each selling stockholder of Registrable Securities or in such other proportions as shall mutually be agreed to registration by such selling stockholder of Registrable Securities)Holders.

Underwriting Requirements. In connection with any offering involving an underwriting of shares Common Shares of the Company's capital stock, the Company shall not be required under Section 1.3 1.02 to include any of the Holders' securities ’ Registrable Securities in such underwriting unless they accept the terms of the underwriting as agreed upon between the Company and the underwriters selected by it (or by other persons entitled to select the 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 and such other persons for whom the registration statement was filedCompany. If the total amount underwriter advises the Company in writing that in its opinion the number of securities, including units of Registrable Securities, Securities requested to be included in such underwriting offering exceeds the amount number of securities, other than the securities to units that can be sold by in an orderly manner in such offering within a price range acceptable to the Company, that Company without adversely affecting the underwriters determine in their sole discretion is compatible with the success marketability of the offering, then the Company shall be required to will include in such registration: first, the underwriting only that number of Registrable Securitiessecurities the Company proposes to sell; second, if any, which the underwriters determine in their sole discretion will not jeopardize the success of the offering (the Registrable Securities so included requested to be apportioned included in such registration (pro rata among as between the Holders thereof based upon the number of units of Registrable Securities owned by each such Holder), but in no event shall the number of units of Registrable Securities of the selling stockholders having piggyback registration rights according to Holders be reduced below 10% of the total amount of Registrable Securities entitled securities included in such offering, unless such offering is the initial public offering of the Company (in which case the selling Holders may be excluded if the managing underwriter makes the determination described above and no securities other than those of the Company are included); and third any other securities of the Company requested to be included therein owned by each selling stockholder of Registrable Securities or in such other proportions registration, in such manner as shall mutually be agreed to by such selling stockholder of Registrable Securities)the Company may determine.

Underwriting Requirements. In connection with any offering involving registrations in which Registrable Securities have a right to be included pursuant to Section 2 hereof and which involves an underwriting of shares of securities being issued by the Company's capital stock, the Company shall not be required required, under Section 1.3 2 hereof, 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 it (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 and such other persons for whom the registration statement was filedCompany. If the total amount of securities, including Registrable Securities, requested by shareholders to be included in such underwriting offering exceeds the amount of securities, securities sold other than the securities to be sold by the Company, 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 underwriting offering only that number of such securities, including Registrable Securities, if any, which the underwriters determine in their sole discretion believe will not jeopardize the success of the offering (offering, the Registrable Securities securities so included to be apportioned pro rata among the selling stockholders having piggyback Holder and other shareholders holding contractual registration rights according to the total amount of Registrable Securities securities entitled to be included therein owned by each selling stockholder of Registrable Securities shareholder or in such other proportions as shall mutually be agreed to by such Holder and each other selling stockholder of Registrable Securities)shareholder.

Underwriting Requirements. In connection with any offering involving an underwriting of shares of the Company's capital stock’s Common Shares, the Company shall not be required under Section 1.3 6(d) to include any of the Holders' ’ securities in such underwriting unless they accept the terms of the underwriting as agreed upon between the Company and the underwriters selected by it (or by other persons entitled to select the underwriters), and then only in such quantity as the underwriters determine in their sole discretion will not jeopardize the success of the offering by the Company and such other persons for whom the registration statement was filedCompany. If the total amount of securitiesunderwriters, including Registrable Securities, to be included in such underwriting exceeds the amount of securities, other than the securities to be sold by the Company, that the underwriters determine in their sole discretion is compatible with discretion, determine and advise in writing the success Company and the Holders of the offeringRegistrable Securities requesting participation in such registration that in its good faith judgment the number of shares of Registrable Securities and the other securities requested to be registered under Section 6(d) exceeds the maximum number of the Company’s securities which can be marketed successfully, then the Company shall be required to include in the underwriting offering only that number of such securities, including Registrable Securities, if any, which the underwriters determine in their sole discretion will not jeopardize the success of the offering (offering. Such securities shall be excluded from the underwriting by reason of the underwriter’s marketing limitation in a manner such that the number of any Registrable Securities so that may be included to be apportioned pro rata among the selling stockholders having piggyback registration rights according by such Holders are allocated in proportion, as nearly as practicable to the total amount amounts of Registrable Securities entitled to be included therein owned by each selling stockholder of Registrable Securities or in such other proportions as shall mutually be agreed to held by such selling stockholder of Registrable Securities)Holders.

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 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 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 and such other persons for whom the registration statement was filedCompany. If the total amount of securities, including Registrable Securities, requested by stockholders to be included in such underwriting offering exceeds the amount of securities, securities sold other than the securities to be sold by the Company, Company that the underwriters determine in their sole discretion is compatible with the success of the offering, then the Company shall be required to include in the underwriting offering only that number of such securities, including Registrable Securities, if any, which the underwriters determine in their sole discretion will not jeopardize the success of the offering (the Registrable Securities securities so included to be apportioned pro rata among the selling stockholders having piggyback registration rights according to the total amount of Registrable Securities securities entitled to be included therein owned by each selling stockholder of Registrable Securities 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 if shares of Registrable Securities).a stockholder

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' Holder's securities in such underwriting unless they accept such Holder accepts the terms of the underwriting as agreed upon between the Company and the underwriters selected by it the Company (or by other persons entitled to select with the underwritersapproval of Holders of a majority of the Registrable Securities), 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 Company; provided, however, that (i) no Holder participating in such underwriting shall be required to make any representations, warranties or indemnities except as they relate to such Holder's ownership of shares and authority to enter into the underwriting agreement and such other persons for whom Holder's intended method of distribution, and (ii) the registration statement was filedliability 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 shareholders to be included in such underwriting any offering referred to in Section 3 exceeds the amount of securities, securities sold other than the securities to be sold by the Company, 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 underwriting offering only that number of such securities, including Registrable Securities, if any, which the underwriters determine in their sole discretion believe will not jeopardize the success of the offering (the Registrable Securities securities so included to be apportioned pro rata among the selling stockholders having piggyback registration rights shareholders according to the total amount of Registrable Securities entitled securities requested to be included therein then owned by each selling stockholder of Registrable Securities shareholder or in such other proportions as shall mutually be agreed to by such selling stockholder of Registrable Securitiesshareholders).

Underwriting Requirements. In connection with any offering involving an underwriting of shares of the Company's capital stockstock pursuant to Section 1.3, the Company shall not be required under Section 1.3 to include any of the Holders' securities in such underwriting unless they such Holders accept the terms of the underwriting as agreed upon between the Company and the underwriters selected by it (or by other persons entitled to select the underwriters), and then only in such quantity as the underwriters determine in their sole discretion will not jeopardize the success of the offering by the Company and such other persons for whom the registration statement was filed. If the total amount of securities, including Registrable Securities, requested by shareholders to be included in such underwriting offering exceeds the amount of securities, securities sold other than the securities to be sold by the Company, Company that the underwriters determine in their sole discretion reasonably believe is compatible with the success of the offering, then the Company shall be required to include in the underwriting only that number of Registrable Securitiesunderwriters, if any, which the underwriters determine in their sole discretion will not jeopardize the success discretion, may exclude up to a maximum of (i) in a registration relating to an initial underwritten firm commitment public offering of the offering (Company for its own account, 100% of the Registrable Securities so requested to be included in such registration, and (ii) in any other registration, 75% of the Registrable Securities so requested to be included in such registration (the securities so included to be apportioned pro rata among the selling stockholders having piggyback registration rights Holders according to the total amount of Registrable Securities securities entitled to be included therein owned by each selling stockholder of Registrable Securities Holder or in such other proportions proportion as shall mutually be agreed to by such selling stockholder Holders). The Company shall advise all Holders of Registrable Securities)Securities which would otherwise be registered and underwritten pursuant hereto of any such limitations and the number of shares of Registrable Securities that may be included in the registration. To facilitate the allocation of shares in accordance with the above provisions, the Company may round the number of shares allocated to any Holder to the nearest 100 shares.

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 2.7 to include any of the Holders' securities in such underwriting unless they accept in writing the terms of the underwriting as agreed upon between the Company and the underwriters selected by it (or by other persons 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 and such other persons for whom the registration statement was filedCompany. If the total amount of securities, including Registrable Securities, requested by Holders to be included in such underwriting offering exceeds the amount of securities, other than the securities to be sold 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 underwriting offering only that number of such securities, including Registrable Securities, if any, which the underwriters determine in their sole discretion will not jeopardize the success of the offering (the Registrable Securities securities so included to be apportioned (i) first, to shares proposed to be registered by the Company in connection with the private offering of such stock solely for cash, (ii) second, pro rata among the selling stockholders having piggyback registration rights holders of Registrable Securities according to the total amount of Registrable Securities entitled to be included therein by each Holder of Registrable Securities, and (iii) lastly, pro rata among the other selling stockholders according to the total amount of securities entitled to be included therein owned by each other selling stockholder of Registrable Securities or in such other proportions as shall mutually be agreed to by such other selling stockholder of Registrable Securitiesstockholders).

Underwriting Requirements. In connection with any an offering involving an underwriting of shares of the Company's capital stockstock pursuant to Section 1.3, 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 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 materially interfere with the success underwriters' ability to effectuate the offering on behalf of the offering by the Company and such other persons for whom the registration statement was filedCompany. If the total amount of securities, including Registrable Securities, requested by all selling shareholders to be included in such underwriting offering exceeds the amount of securities, securities sold other than the securities to be sold by the Company, Company that the underwriters determine in their sole discretion is compatible with the success of may permit them to effectuate the offering, then the Company shall be required to include in the underwriting offering only that number of such securities, including Registrable Securities, if any, which the underwriters determine in their sole discretion will not jeopardize materially interfere with the success of underwriters' ability to effectuate the offering (the Registrable Securities securities so included to be apportioned pro rata among all of the selling stockholders having piggyback registration rights Selling Holders according to the total amount of Registrable Securities securities entitled to be included therein (without regard to the number of securities actually requested to be included therein) owned by each selling stockholder of Registrable Securities or in such other proportions as shall mutually be agreed to by such selling stockholder of Registrable Securities).by

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 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 and such other persons for whom the registration statement was filedCompany. If the total amount of securities, including Registrable Securities, requested by stockholders to be included in such underwriting offering exceeds the amount of securities, securities to be included by persons other than the securities to be sold by the Company, Company that the underwriters determine in their sole discretion is compatible with the success of the offering, then the Company shall be required to include in the underwriting offering only that number of such securities, including Registrable Securities, if any, which the underwriters determine in their sole discretion will not jeopardize the success of the offering (the Registrable Securities securities so included to be apportioned pro rata among the selling stockholders having piggyback registration rights according to the total amount of Registrable Securities securities entitled to be included therein owned by each selling stockholder of Registrable Securities or in such other proportions as shall mutually be agreed to by such selling stockholder stockholders) but in no event shall the amount of Registrable Securities)securities of the selling Holders included in the offering be reduced below 20% of the total amount of securities included in such offering, unless such offering is the initial public offering of the Company's securities, in which case, the selling stockholders may be excluded entirely if the underwriters make the determination described above and no other stockholder's securities are included.

Underwriting Requirements. In connection with any offering involving an underwriting of shares of the Company's capital stockunderwritten -------------------------- offering, the Company shall not be required under this Section 1.3 3 to include any of the Holders' securities Holder's Registrable Shares in such underwriting underwritten offering unless they accept such Holder shall have agreed in writing to the terms of the underwriting as agreed upon between among the Company and the underwriters selected by it (the Company or by other persons entitled to select selling stockholders, as the underwriters)case may be, and then only in such quantity as the underwriters determine in their sole discretion will not jeopardize materially and adversely affect the success distribution of the offering securities to be covered by the Company and such other persons for whom the registration statement was filedsuch determination to be confirmed in writing upon the request of any Holder. If the total amount of securities, including Registrable Securities, Shares requested by Holders to be included in such underwriting offering pursuant to Section 3(a) exceeds the amount of securities, other than the securities to be sold 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 underwriting offering only that number of Registrable Securities, if any, Shares and shares of Common Stock offered by other selling shareholders which the underwriters determine in their sole discretion will not jeopardize the success of have a material adverse effect on the offering (the Registrable Securities securities so included to be apportioned among all selling Holders and other selling shareholders pro rata among the selling stockholders having piggyback registration rights according to the total amount of Registrable Securities entitled shares of Common Stock proposed to the be included therein owned sold by each selling stockholder of Registrable Securities or in such other proportions as shall mutually be agreed to by such selling stockholder of Registrable Securities)holder.

Underwriting Requirements. In connection with any offering involving an underwriting of shares of being issued by the Company's capital stockBuyer, the Company Buyer shall not be required under Section 1.3 6.2 to include any of the Holders' Seller's securities in such underwriting unless they accept such Seller accepts the terms of the underwriting as agreed upon between the Company Buyer and the underwriters selected by it (or by other persons entitled to select the underwriters)it, and then only in such quantity as will not, in the underwriters determine in their sole discretion will not jeopardize the success opinion of the underwriters, exceed the largest number of securities requested to be included in such offering which can be sold without having an adverse effect on such offering by the Company and such other persons for whom the registration statement was filedBuyer. If the total amount number of securities, including Registrable Securities, requested by Sellers to be included in such underwriting offering (or in any other offering in which Sellers shall have the right to include Registrable Securities pursuant to this Section 6) exceeds the amount largest number of securities, other than the securities to be sold by the Company, that the underwriters determine in their sole discretion is compatible with the success of the reasonably believe can be sold without having an adverse effect on such offering, then the Company Buyer shall be required to include in the underwriting offering only that number of such securities, including Registrable Securities, if any, which the underwriters determine in their sole discretion believe will not jeopardize have an adverse effect on such offering, and the success number of shares that may be included in the offering underwriting shall be allocated as follows: (i) first, that number of shares sought to be registered by the Buyer, and (ii) second, among all Sellers that have elected to participate in such underwritten offering, in proportion (as nearly as practicable) to the amount of the Registrable Securities so included to be apportioned pro rata among the selling stockholders having piggyback registration rights according to the total amount of Registrable Securities entitled to be included therein owned by each selling stockholder of Registrable Securities or in such other proportions as shall mutually be agreed to held by such selling stockholder of Registrable Securities)Sellers.

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 it (or by other persons entitled to select the underwriters)) which terms will be customary for transactions of that type, 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 and such other persons for whom the registration statement was filedCompany. If the total amount of securities, including Registrable Securities, requested by shareholders to be included in such underwriting offering exceeds the amount of securities, securities sold other than the securities to be sold by the Company, Company that the underwriters determine in their sole discretion is compatible with the success of the offering, then the Company shall be required to include in the underwriting offering only that number of such securities, including Registrable Securities, if any, which the underwriters determine in their sole discretion will not jeopardize the success of the offering offering. The priority of securities to be included in any registration effected in accordance with Section 1.3 shall be (i) first, the securities the Company proposes to sell, (ii) second, Registrable Securities so included to be apportioned (other than Excluded Shares) pro rata among the selling stockholders having piggyback registration rights according to the total amount holders of Registrable Securities entitled requesting to include shares in such registration, based upon the number of Registrable Securities such Holders desire to include in such registration and (iii) third, other securities, if any are requested to be included therein owned by each selling stockholder of Registrable Securities or in such other proportions as shall mutually be agreed to by such selling stockholder of Registrable Securities)registration.

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 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 and such other persons for whom the registration statement was filedCompany. If the total amount of securities, including Registrable Securities, requested by shareholders to be included in such underwriting offering exceeds the amount of securities, securities sold other than the securities to be sold by the Company, Company that the underwriters determine in their sole discretion is compatible with the success of the offering, then the Company shall be required to include in the underwriting offering only that number of such securities, including Registrable Securities, if any, which the underwriters determine in their sole discretion will not jeopardize the success of the offering (the Registrable Securities securities so included to be apportioned pro rata among the selling stockholders having piggyback registration rights shareholders according to the total amount of Registrable Securities securities entitled to be included therein owned by each selling stockholder of Registrable Securities shareholder or in such other proportions as shall mutually be agreed to by such selling stockholder shareholders) but in no event shall the amount of Registrable Securities)securities of the selling Holders included in the offering be reduced below twenty percent (20%) of the total amount of securities included in such offering, unless such offering is the initial public offering of the Company's securities.

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 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 and such other persons for whom the registration statement was filedCompany. If the total amount of securities, including Registrable Securities, to be included in such underwriting exceeds the amount of securities, other than the securities to be sold 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 underwriting only that number of Registrable Securities, if any, which the underwriters determine in their sole discretion will not jeopardize the success of the offering (the Registrable Securities so included to be apportioned pro rata among the selling stockholders shareholders having piggyback registration rights according to the total amount of Registrable Securities entitled to be included therein owned by each selling stockholder of Registrable Securities or in such other proportions as shall mutually be agreed to by such selling stockholder of Registrable Securitiesstockholder).

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 to include any of the Holders' securities in such underwriting unless they accept the terms of the underwriting Registrable Securities as agreed upon between the Company and the underwriters selected by 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 and such other persons for whom the registration statement was filed. If the total amount of securities, including Registrable Securities, are requested to be included in such underwriting exceeds offering pursuant to this Agreement shall be included in such offering on the same terms as other securities of the same class as the Registrable Securities included in such offering; provided, -------- however, that if in the written opinion of the managing underwriter or underwriters, the total amount of securities, other than the such securities to be sold by so registered, when added to such Registrable Securities, will exceed the maximum amount of the Company, that 's securities which can be marketed without otherwise materially and adversely affecting the underwriters determine in their sole discretion is compatible with the success of the entire offering, then the Company shall be required to include in exclude from such offering (a) first, all securities other than Registrable Securities held by the underwriting only that Holders, being sold for the account of persons other than the Company, (b) next, the minimum number of Registrable SecuritiesSecurities held by the Holders, if any, which pro rata to the underwriters determine in their sole discretion will not jeopardize extent practicable on the success basis of the offering (the number of Registrable Securities so included requested to be apportioned pro rata registered among the selling stockholders having piggyback registration rights according Holders as is necessary in the opinion of the managing underwriter or underwriters to reduce the total amount size of Registrable Securities entitled to the offering, and (c) last, the minimum number of securities for the account of the Company which in the opinion of the managing underwriter or underwriters may be included therein owned by each selling stockholder of Registrable Securities or in such other proportions as shall mutually be agreed to by such selling stockholder of Registrable Securities)excluded.

Underwriting Requirements. In connection with any offering involving an underwriting of shares of the Company's capital stockunderwritten offering, the Company shall not be required under this Section 1.3 3 to include any of the Holders' securities Holder's Registrable Shares in such underwriting underwritten offering unless they accept such Holder shall have agreed in writing to the terms of the underwriting as agreed upon between among the Company and the underwriters selected by it (or the Companyor by other persons entitled to select selling stockholders, as the underwriters)case may be, and then only in such quantity as the underwriters determine in their sole discretion will not jeopardize materially and adversely affect the success distribution of the offering securities to be covered by the Company and such other persons for whom the registration statement was filedsuch determination to be confirmed in writing upon the request of any Holder. If the total amount of securities, including Registrable Securities, Shares requested by Holders to be included in such underwriting offering pursuant to Section 3(a) exceeds the amount of securities, other than the securities to be sold 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 underwriting offering only that number of Registrable Securities, if any, Shares and shares of Common Stock offered by other selling shareholders which the underwriters determine in their sole discretion will not jeopardize the success of have a material adverse effect on the offering (the Registrable Securities securities so included to be apportioned among all selling Holders and other selling shareholders pro rata among the selling stockholders having piggyback registration rights according to the total amount of Registrable Securities entitled shares of Common Stock proposed to the be included therein owned sold by each selling stockholder of Registrable Securities or in such other proportions as shall mutually be agreed to by such selling stockholder of Registrable Securities)holder.

Underwriting Requirements. In connection with any offering involving an underwriting of shares of the Company's capital stock, the Company shall not be required under this Section 1.3 3.1 to include any of the Holders' securities in such underwriting unless they accept the terms of the underwriting as agreed upon between the Company and the underwriters selected by it (or by other persons entitled to select the underwriters)) and enter into an underwriting agreement in customary form with such underwriters, and then only in such quantity as the underwriters determine in their sole discretion will not jeopardize the success of the offering by the Company and such other persons for whom the registration statement was filedCompany. If the total amount of securities, including Registrable Securities, Securities requested by Holders to be included in such underwriting offering exceeds the amount of securities, securities sold other than the securities to be sold by the Company, Company that the underwriters determine in their sole discretion is compatible with the success of the offeringoffering in view of market conditions, then the Company shall be required to include in the underwriting offering only that number of such securities, including Registrable Securities, if any, which that the underwriters determine in their sole discretion will not jeopardize the success of the offering (the Registrable Securities securities so included to be apportioned pro rata among the selling stockholders having piggyback registration rights stockholders, including the Holders, according to the total amount of Registrable Securities securities entitled to be included therein owned by each selling stockholder of Registrable Securities or in such other proportions as shall mutually be agreed to by such selling stockholder of Registrable Securitiesstockholders).

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' Securityholder's securities in such underwriting unless they accept he accepts the terms of the underwriting as agreed upon between the Company and the underwriters selected by it him (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 and such other persons for whom the registration statement was filedCompany. If the total amount of securities, including Registrable Securities, requested by the stockholders to be included in such underwriting offering exceeds the amount of securities, securities sold other than the securities to be sold by the Company, Company that the underwriters determine in their sole discretion is compatible with the success of the offering, then the Company shall be required to include in the underwriting offering only that number of such securities, including Registrable Securities, if any, which the underwriters determine in their sole discretion will not jeopardize the success of the offering (the Registrable Securities securities so included to be apportioned pro rata among the selling stockholders having piggyback registration rights according to the total amount of Registrable Securities securities entitled to be included therein owned by each selling stockholder of Registrable Securities stockholders or in such other proportions as shall mutually be agreed to by such selling stockholder of Registrable Securitiesstockholders).

Underwriting Requirements. In connection with any offering involving an underwriting of shares It shall be a condition precedent to the obligations of the Company's capital stock, Company to take any action pursuant to this Section 2 with respect to the Company Shares of any selling Seller that such Seller 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 it (the Company; provided that any representation or warranty by any Seller shall be several and not joint with the Company or any other persons entitled Seller and shall only relate to select the underwriters)status of such Seller, the ownership of such Seller of the Shares which such Seller desires to sell pursuant to the underwriting agreement and then any information included in the registration statement in reliance upon and in conformity with information furnished in writing by such Seller expressly for use in connection with such registration and the indemnity obligations of any Seller shall be several and not joint with the Company or any other Seller and shall only relate to a breach of such Seller’s representations and warranties. If the total amount of securities, including Shares to be included in such quantity as offering pursuant to Section 2.1, exceeds the maximum amount of securities that the underwriters determine in their sole discretion will not jeopardize the success of the offering by the Company and such other persons for whom the registration statement was filed. If the total amount of securities, including Registrable Securities, to be included in such underwriting exceeds the amount of securities, other than the securities to be sold by the Company, that the underwriters determine in their sole discretion is compatible with the success of the offering, then the Company shall only be required to include in the underwriting only that offering such number of Registrable SecuritiesShares, if any, which the underwriters determine in their sole discretion discretion, will not jeopardize the success of the offering (the Registrable Securities Shares so included to be apportioned pro rata among the selling stockholders having piggyback registration rights Sellers according to the total amount of Registrable Securities securities entitled to be included therein owned by each selling stockholder of Registrable Securities Sellers or in such other proportions as shall if mutually be agreed to by such selling stockholder of Registrable SecuritiesSellers).

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 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 and such other persons for whom the registration statement was filedCompany. If the total amount of securities, including Registrable Securities, Securities requested by stockholders to be included in such underwriting offering exceeds the amount of securities, securities sold other than the securities to be sold by the Company, Company that the underwriters determine in their sole discretion is compatible with the success of the offering, then the Company shall be required to include in the underwriting offering only that number of Registrable Securities, if any, such securities which the underwriters determine in their sole discretion will not jeopardize the success of the offering (the Registrable Securities securities so included to be apportioned pro rata among the selling stockholders having piggyback registration rights according to the total amount of Registrable Securities securities entitled to be included therein owned by each selling stockholder stockholder, with the Holders entitled to inclusion of their Registrable Securities prior to and in preference over other selling stockholders who do not hold Registrable Securities, or in such other proportions as shall mutually be agreed to by such selling stockholder of Registrable Securities).selling

Underwriting Requirements. In connection with any offering involving an underwriting of shares of the Company's capital stockCommon Stock, the Company shall not be required under Section 1.3 1.2 to include any of the Holders' securities Holder’s Registrable Securities in such underwriting unless they the Holder accept the terms of the underwriting as agreed upon between the Company and the underwriters selected by it (or by other persons entitled to select the underwriters)it, and then only in such quantity as the underwriters determine in their sole discretion will not jeopardize the success of the offering by the Company and Company. A Holder desiring to participate in such other persons registration shall enter into an underwriting agreement in customary form with the managing underwriter selected for whom such underwriting by the registration statement was filedCompany. If the total amount of securities, including Registrable Securities, requested by all stockholders of the Company to be included in such underwriting offering exceeds the amount of securities, other than the securities to be sold other than by the Company, Company that the underwriters determine in their sole discretion is compatible with the success of the offering, then the Company shall be required to include in the underwriting offering only that number of such securities, including Registrable Securities, if any, which the underwriters determine in their sole discretion will not jeopardize the success of the offering (the Registrable Securities securities so included to be apportioned pro rata among the Holder and other selling stockholders having piggyback which have requested to participate in such registration as the result of the exercise of rights of the type contained in Section 1.2 according to the total amount of Registrable Securities entitled securities requested to be included therein owned by the Holder and each such other selling stockholder of Registrable Securities or in such other proportions as shall mutually be agreed to by Holder and other such selling stockholder of Registrable Securitiesstockholders).

Underwriting Requirements. In connection with any offering involving an underwriting of shares of the Company's capital stocksecurities, the Company shall not be required under Section 1.3 Sections 7.3, 7.4 and 7.5 to include any of the Holders' securities in such underwriting unless they such Holders accept the terms of the underwriting as agreed upon between the Company and the underwriters selected by it (or by other persons entitled to select the underwriters)it, and then only in such quantity quantity, if any, as in the underwriters determine in their sole discretion will not jeopardize the success reasonable opinion of the underwriters, marketing factors allow. If the managing underwriter for the offering by shall advise the Company and such other persons for whom the registration statement was filed. If in writing that the total amount of securities, including Registrable Securities, requested by stockholders to be included in such underwriting offering exceeds the amount of securities, other than the securities to be sold other than by the Company, Company that the underwriters determine in their sole discretion is compatible with the success of the offeringmarketing factors allow, then the Company shall be required to include in the underwriting offering only that number of such securities, including Registrable Securities, if any, which the underwriters determine in their sole discretion will not jeopardize the success of the offering managing underwriter believes marketing factors allow (the Registrable Securities securities so included to be apportioned reduced as follows: (a) all securities which stockholders other than the Company and the Holders seek to include in the offering shall be excluded from the offering to the extent limitation on the number of shares included in the underwriting is required (and exclusion is permitted by the terms of governing agreements involving registration rights), and (b) if further limitation on the number of shares to be included in the underwriting is required, then the number of shares held by Holders that may be included in the underwriting shall be reduced so that the number of shares included in the underwriting are pro rata among in accordance with the selling stockholders having piggyback registration rights according to the total amount number of shares of Registrable Securities entitled to be included therein owned held by each selling stockholder of Registrable Securities or in such other proportions as shall mutually be agreed to by such selling stockholder of Registrable SecuritiesHolder).

Underwriting Requirements. In connection with (a) The right of any offering involving an underwriting of shares of the Company's capital stock, the Company shall not be required Holder to include its Registrable Securities in a registration under Section 1.3 to include any of the Holders' securities 1.2 shall be conditioned upon such Holder's participation in such underwriting unless they accept and the terms inclusion of such Holder's Registrable Securities in the underwriting to the extent provided herein. All Holders proposing to distribute their Registrable Securities through such underwriting shall (together with the Company as provided in Section 1.4(e)) enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting pursuant to Section 1.2(g). Notwithstanding any other provisions of Section 1.2, if the underwriter advises the Holders in writing that marketing factors require a limitation of the underwriting as agreed upon between the Company and the underwriters selected by it (or by other persons entitled to select the underwriters), and then only in such quantity as the underwriters determine in their sole discretion will not jeopardize the success number of the offering by the Company and such other persons for whom the registration statement was filed. If the total amount of securities, including Registrable Securities, shares to be included in such underwriting exceeds the amount of securities, other than the securities to be sold by the Company, that the underwriters determine in their sole discretion is compatible with the success of the offeringunderwritten, then the Company shall so advise all Holders of Registrable Securities which would otherwise have been underwritten pursuant to Section 1.2, and the number of shares of Registrable Securities that may be required to include included in the underwriting only that number of Registrable Securities, if any, which the underwriters determine in their sole discretion will not jeopardize the success of the offering (the Registrable Securities so included to registration shall be apportioned first pro rata among the selling stockholders having piggyback registration rights Holders according to the total amount of Registrable Securities held by such Holders at the time of registration, then to the Company and then pro rata among any other selling stockholders according to the total amount of securities otherwise entitled to be included therein owned by each such selling stockholder of Registrable Securities stockholder, or in such other proportions as shall mutually be agreed to by such selling stockholder of Registrable Securities)stockholders.

Underwriting Requirements. In connection with any offering involving an underwriting of shares of the Company's capital stock, the The Company shall not be required under Section 1.3 3 to include any of the Holders' securities in an underwritten offering of the Company's securities unless such underwriting unless they Holders accept the terms of the underwriting as agreed upon between the Company and the underwriters selected by it (or by other persons entitled to select the underwriters), and then only in such quantity as the underwriters determine in their sole discretion will not jeopardize the success of the offering by the Company and such other persons for whom the registration statement was filedit. If the total amount underwriters advise the Company that marketing factors require a limitation on the number of securities, including Registrable Securities, Securities to be included in such underwriting exceeds the amount of securities, other than the securities to be sold 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 so advise all Holders of Registrable Securities that would otherwise have been underwritten pursuant to include in Section 3, and the underwriting only that number of shares, including Registrable Securities, if any, which that may be included in the underwriters determine in their sole discretion will not jeopardize the success of the offering (the Registrable Securities so included to registration shall be apportioned pro rata among first to the Company, then to selling stockholders having piggyback registration rights Holders according to the total amount of Registrable Securities requested to be sold in such registration by such Holders, then pro rata among any other selling shareholders according to the total amount of securities otherwise entitled to be included therein owned by each such other selling stockholder of Registrable Securities shareholder, or in such other proportions as shall mutually be agreed to by such selling stockholder shareholders; provided that in no event shall the amount of Registrable Securities)securities of the selling Holders included in the registration be reduced below 30% of the total amount of securities included in such registration, unless such registration is the initial public offering of the Company's securities, in which case the selling Holders may be excluded if the underwriters make the determination described above and provided no other shareholder's securities are included.

Underwriting Requirements. In connection with any offering involving an underwriting of shares of the Company's capital stockCommon Shares, the Company shall not be required under Section 1.3 6(c) to include any of the Holders' securities in such underwriting unless they accept the terms of the underwriting as agreed upon between the Company and the underwriters selected by it (or by other persons entitled to select the underwriters), and then only in such quantity as the underwriters determine in their sole discretion will not jeopardize the success of the offering by the Company and such other persons for whom the registration statement was filedCompany. If the total amount of securitiesunderwriters, including Registrable Securities, to be included in such underwriting exceeds the amount of securities, other than the securities to be sold by the Company, that the underwriters determine in their sole discretion is compatible with discretion, determine and advise in writing the success Company and the Holders of the offeringRegistrable Securities requesting participation in such registration that in its good faith judgment the number of shares of Registrable Securities and the other securities requested to be registered under Section 6(c) exceeds the maximum number of the Company's securities which can be marketed successfully, then the Company shall be required to include in the underwriting offering only that number of such securities, including Registrable Securities, if any, which the underwriters determine in their sole discretion will not jeopardize the success of the offering (offering. Such securities shall be excluded from the underwriting by reason of the underwriter's marketing limitation in a manner such that the number of any Registrable Securities so that may be included to be apportioned pro rata among the selling stockholders having piggyback registration rights according by such Holders are allocated in proportion, as nearly as practicable to the total amount amounts of Registrable Securities entitled to be included therein owned by each selling stockholder of Registrable Securities or in such other proportions as shall mutually be agreed to held by such selling stockholder of Registrable Securities)Holders.