Underwriting Requirements. In connection with any registered offering under Section 2 hereof involving an underwriting of shares of Pubco's capital stock, Pubco shall not be required to include any of the Holders' Registrable Securities in such underwriting unless they accept the terms of the underwriting as agreed upon between Pubco 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 Pubco. If the total amount of securities, including 2 Registrable Securities, requested by stockholders to be included in such offering exceeds the amount of securities that may be sold other than by Pubco that the underwriters determine in their sole discretion is compatible with the success of the offering, then Pubco shall be required to include in the offering only that number of such securities, including Registrable Securities, which the underwriters determine in their sole discretion will not jeopardize the success of the offering (the securities so included to be apportioned pro rata among the selling stockholders according to the total amount of securities entitled to be included therein owned by each selling stockholder or in such other proportions as shall mutually be agreed to by such selling stockholders, provided, however, that with respect to Pubco's IPO (defined below), all Registrable Securities may be excluded). For purposes of the preceding parenthetical concerning apportionment, for any selling stockholder which is a Holder of Registrable Securities and which is a partnership or corporation, the partners, retired partners and stockholders of such Holder, or the estates and family members of any such partners and retired partners and any trusts for the benefit of any of the foregoing persons shall be deemed to be a single "selling stockholder", and any pro-rata reduction with respect to such "selling stockholder" shall be based upon the aggregate amount of shares carrying registration rights owned by all entities and individuals included in such "selling stockholder", as defined in this sentence. The term "IPO" means the first underwritten public offering of Pubco's Stock registered under the Securities Act, other than a registration relating solely to a transaction under Rule 145 under the Securities Act or to an employee benefit plan of Pubco.
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