Common use of Priority in Registrations Clause in Contracts

Priority in Registrations. (a) If any requested registration made pursuant to Section 2.1 involves an underwritten offering and the lead managing underwriter of such offering (the “Manager”) shall advise the Company that, in its view, the number of securities requested to be included in such registration by the Participating Holders or any other persons, including those shares of Common Stock requested by the Company to be included in such registration, exceeds the largest number (the “Section 2.3(a) Sale Number”) that can be sold in an orderly manner in such offering within a price range acceptable to the Majority Participating Holders, the Company shall use commercially reasonable efforts to include in such registration: (i) first, all Registrable Securities requested to be included in such registration by the Holders thereof; provided, however, that, if the number of such Registrable Securities exceeds the Section 2.3(a) Sale Number, the number of such Registrable Securities (not to exceed the Section 2.3(a) Sale Number) to be included in such registration shall be allocated on a pro rata basis among all Holders requesting that Registrable Securities be included in such registration, based on the number of Registrable Securities then owned by each such Holder requesting inclusion in relation to the number of Registrable Securities owned by all Holders requesting inclusion; (ii) second, to the extent that the number of securities to be included pursuant to clause (i) of this Section 2.3(a) is less than the Section 2.3(a) Sale Number, the remaining shares to be included in such registration shall be allocated on a pro rata basis among all holders requesting that securities be included in such registration pursuant to the exercise of Additional Piggyback Rights (“Piggyback Shares”), based on the aggregate number of Piggyback Shares then owned by each holder requesting inclusion in relation to the aggregate number of Piggyback Shares owned by all holders requesting inclusion, up to the Section 2.3(a) Sale Number; and (iii) third, to the extent that the number of securities to be included pursuant to clauses (i) and (ii) of this Section 2.3(a) is less than the Section 2.3(a) Sale Number, any securities that the Company proposes to register, up to the Section 2.3(a)

Priority in Registrations. (a) If any requested registration made pursuant to Section 2.1 involves an underwritten offering and the lead managing underwriter of such offering (the “Manager”) shall advise the Company that, in its view, the number of securities requested to be included in such registration by the Participating Holders of Registrable Securities or any other persons, including those shares of Common Stock requested by the Company to be included in such registration, exceeds the largest number (the “Section 2.3(a) Sale Number”) that can be sold in an orderly manner in such offering within a price range acceptable to the Majority Participating Holders, the Company shall use commercially reasonable efforts to include in such registration: (i) first, all Registrable Securities requested to be included in such registration by the Holders thereof; provided, however, that, if the number of such Registrable Securities exceeds the Section 2.3(a) Sale Number, the number of such Registrable Securities (not to exceed the Section 2.3(a) Sale Number) to be included in such registration shall be allocated on a pro rata basis among all Holders requesting that Registrable Securities be included in such registration, based on the number of Registrable Securities then owned by each such Holder requesting inclusion in relation to the number of Registrable Securities owned by all Holders requesting inclusion; (ii) second, to the extent that the number of securities to be included pursuant to clause (i) of this Section 2.3(a) is less than the Section 2.3(a) Sale Number, the remaining shares to be included in such registration shall be allocated on a pro rata basis among all holders requesting that securities be included in such registration pursuant to the exercise of Additional Piggyback Rights (“Piggyback Shares”), based on the aggregate number of Piggyback Shares then owned by each holder requesting inclusion in relation to the aggregate number of Piggyback Shares owned by all holders requesting inclusion, up to the Section 2.3(a) Sale Number; and (iii) third, to the extent that the number of securities to be included pursuant to clauses (i) and (ii) of this Section 2.3(a) is less than the Section 2.3(a) Sale Number, any securities that the Company proposes to register, up to the Section 2.3(a)

Priority in Registrations. (a) If any requested registration made pursuant to Section 2.1 involves an underwritten offering and the lead managing underwriter of such offering (the “Manager”) shall advise the Company Issuer that, in its view, the number of securities requested to be included in such registration by the Participating Holders of Registrable Securities or any other persons, including those shares of Common Stock Registrable Securities requested by the Company Issuer to be included in such registration, exceeds the largest number (the “Section 2.3(a) Sale Number”) that can be sold in an orderly manner in such offering within a price range acceptable to the Majority Participating Holders, the Company Issuer shall use commercially reasonable efforts to include in such registration: (i) first, all Registrable Securities requested to be included in such registration by the Holders thereof; provided, however, that, if the number of such Registrable Securities exceeds the Section 2.3(a) Sale Number, the number of such Registrable Securities (not to exceed the Section 2.3(a) Sale Number) to be included in such registration shall be allocated on a pro rata basis among all Holders requesting that Registrable Securities be included in such registration, based on the number of Registrable Securities then owned by each such Holder requesting inclusion in relation to the number of Registrable Securities owned by all Holders requesting inclusion; (ii) second, to the extent that the number of securities to be included pursuant to clause (i) of this Section 2.3(a) is less than the Section 2.3(a) Sale Number, the remaining shares units to be included in such registration shall be allocated on a pro rata basis among all holders Holders requesting that securities be included in such registration pursuant to the exercise of Additional Piggyback Rights (“Piggyback SharesUnits”), based on the aggregate number of Piggyback Shares Units then owned by each holder Holder requesting inclusion in relation to the aggregate number of Piggyback Shares Units owned by all holders Holders requesting inclusion, up to the Section 2.3(a) Sale Number; and (iii) third, to the extent that the number of securities to be included pursuant to clauses (i) and (ii) of this Section 2.3(a) is less than the Section 2.3(a) Sale Number, any securities that the Company Issuer proposes to register, up to the Section 2.3(a)

Priority in Registrations. (a) If any requested registration made pursuant to Section 2.1 involves an underwritten offering and the lead managing underwriter of such offering (the “Manager”) shall advise the Company that, in its view, the number of securities requested to be included in such registration by the Participating Holders of Registrable Securities or any other persons, including those shares of Common Stock requested by the Company to be included in such registration, exceeds the largest number (the “Section 2.3(a) Sale Number”) that can be sold in an orderly manner in such offering within a price range acceptable to the Majority Participating Holders, the Company shall use commercially reasonable efforts to include in such registration: (i) first, all Registrable Securities requested to be included in such registration by the Holders thereof; provided, however, that, if the number of such Registrable Securities exceeds the Section 2.3(a) Sale Number, the number of such Registrable Securities (not to exceed the Section 2.3(a) Sale Number) to be included in such registration shall be allocated on a pro rata basis among all Holders requesting that Registrable Securities be included in such registration, based on the number of Registrable Securities then owned by each such Holder requesting inclusion in relation to the number of Registrable Securities owned by all Holders requesting inclusion; (ii) second, to the extent that the number of securities to be included pursuant to clause (i) of this Section 2.3(a) is less than the Section 2.3(a) Sale Number, the remaining shares to be included in such registration shall be allocated on a pro rata basis among all holders Holders requesting that securities be included in such registration pursuant to the exercise of Additional Piggyback Rights (“Piggyback Shares”), based on the aggregate number of Piggyback Shares then owned by each holder Holder requesting inclusion in relation to the aggregate number of Piggyback Shares owned by all holders Holders requesting inclusion, up to the Section 2.3(a) Sale Number; and (iii) third, to the extent that the number of securities to be included pursuant to clauses (i) and (ii) of this Section 2.3(a) is less than the Section 2.3(a) Sale Number, any securities that the Company proposes to register, up to the Section 2.3(a)

Priority in Registrations. (a) If any requested registration made pursuant to Section 2.1 or 2.2 involves an underwritten offering and the lead managing underwriter of such offering (the “Manager”) shall advise the Company that, in its view, the number of securities requested to be included in such registration by the Participating Holders of Registrable Securities or any other persons, including those shares of Common Stock requested by the Company to be included in such registration, exceeds the largest number (the “Section 2.3(a2.4(a) Sale Number”) that can be sold in an orderly manner in such offering within a price range acceptable to the Majority Participating Holders, the Company shall use commercially reasonable best efforts to include in such registration: (i) first, all Registrable Securities requested to be included in such registration by the Holders thereof; provided, however, that, if the number of such Registrable Securities exceeds the Section 2.3(a2.4(a) Sale Number, the number of such Registrable Securities (not to exceed the Section 2.3(a2.4(a) Sale Number) to be included in such registration shall be allocated on a pro rata basis among all Holders requesting that Registrable Securities be included in such registration, based on the number of Registrable Securities then owned by each such Holder requesting inclusion in relation to the number of Registrable Securities owned by all Holders requesting inclusion; (ii) second, to the extent that the number of securities to be included pursuant to clause (i) of this Section 2.3(a2.4(a) is less than the Section 2.3(a2.4(a) Sale Number, the remaining shares to be included in such registration shall be allocated on a pro rata basis among all holders Holders requesting that securities be included in such registration pursuant to the exercise of Additional Piggyback Rights (“Piggyback Shares”), based on the aggregate number of Piggyback Shares then owned by each holder requesting inclusion in relation to the aggregate number of Piggyback Shares owned by all holders requesting inclusion, up to the Section 2.3(a2.4(a) Sale Number; and (iii) third, to the extent that the number of securities to be included pursuant to clauses (i) and (ii) of this Section 2.3(a2.4(a) is less than the Section 2.3(a2.4(a) Sale Number, any securities that the Company proposes to register, up to the Section 2.3(a2.4(a)

Priority in Registrations. (a) If any requested registration made pursuant to Section 2.1 involves an underwritten offering and the lead managing underwriter of such offering (the “Manager”) shall advise the Company that, in its view, the number of securities requested to be included in such registration by the Participating Holders of Registrable Securities or any other persons, including those shares of Common Stock Ordinary Shares requested by the Company to be included in such registration, exceeds the largest number (the “Section 2.3(a) Sale Number”) that can be sold in an orderly manner in such offering within a price range acceptable to the Majority Participating Holders, the Company shall use commercially reasonable efforts to include in such registration: (i) first, all Registrable Securities requested to be included in such registration by the Holders thereof; provided, however, that, if the number of such Registrable Securities exceeds the Section 2.3(a) Sale Number, the number of such Registrable Securities (not to exceed the Section 2.3(a) Sale Number) to be included in such registration shall be allocated on a pro rata basis among all Holders requesting that Registrable Securities be included in such registration, based on the number of Registrable Securities then owned by each such Holder requesting inclusion in relation to the number of Registrable Securities owned by all Holders requesting inclusion; (ii) second, to the extent that the number of securities to be included pursuant to clause (i) of this Section 2.3(a) is less than the Section 2.3(a) Sale Number, the remaining shares to be included in such registration shall be allocated on a pro rata basis among all holders Holders requesting that securities be included in such registration pursuant to the exercise of Additional Piggyback Rights (“Piggyback Shares”), based on the aggregate number of Piggyback Shares then owned by each holder Holder requesting inclusion in relation to the aggregate number of Piggyback Shares owned by all holders Holders requesting inclusion, up to the Section 2.3(a) Sale Number; and (iii) third, to the extent that the number of securities to be included pursuant to clauses (i) and (ii) of this Section 2.3(a) is less than the Section 2.3(a) Sale Number, any securities that the Company proposes to register, up to the Section 2.3(a)

Priority in Registrations. (aIf the book-runner(s) If any requested registration made pursuant to Section 2.1 involves for an underwritten offering pursuant to this Section 2 advises the Company and the lead managing underwriter of such offering (the “Manager”) shall advise the Company applicable Holders in writing that, in its viewopinion, the number of securities requested to be included in such registration offering by the Participating Company, if any, and the Holders exceeds the largest number or any other personsamount of securities which can be sold without reasonably expecting to have an adverse effect on such offering, including those shares the price at which such securities can be sold, the number of Common Stock requested by the Company such securities to be included in such registrationregistration shall be reduced to such extent, exceeds the largest number (the “Section 2.3(a) Sale Number”) that can be sold in an orderly manner in such offering within a price range acceptable to the Majority Participating Holders, and the Company shall use commercially reasonable efforts to include in such registration: registration the number of securities as follows: (i) first, all the Registrable Securities requested to be included in such registration by the Holders thereof; providedwhich in the opinion of such book-runner(s) can be sold without adverse effect on the offering, however, thatallocated, if the number amount is less than all the Registrable Securities to be sold, pro rata among the Holders of such Registrable Securities exceeds on the Section 2.3(a) Sale Number, the number basis of such Registrable Securities (not to exceed the Section 2.3(a) Sale Number) to be included in such registration shall be allocated on a pro rata basis among all Holders requesting that Registrable Securities be included in such registration, based on the number of Registrable Securities then owned proposed to be sold by each such Holder requesting inclusion in relation to the number of Registrable Securities owned by all Holders requesting inclusion; Holders, and (ii) second, to the extent that the number of securities to be included pursuant to clause (i) of this Section 2.3(a) is less than Registrable Securities which the Section 2.3(a) Sale Number, the remaining shares Holders have requested to be included in such registration shall be allocated on a pro rata basis among all holders requesting that securities be included in such registration pursuant to the exercise of Additional Piggyback Rights (“Piggyback Shares”), based on the aggregate number of Piggyback Shares then owned by each holder requesting inclusion in relation to the aggregate number of Piggyback Shares owned by all holders requesting inclusion, up to the Section 2.3(a) Sale Number; and (iii) third, to the extent that the number of securities to be included pursuant to clauses (i) and (ii) of this Section 2.3(a) is less than the Section 2.3(a) Sale Numbernumber or amount of securities which the Company has been advised by its book-runner can be sold in such offering without having the adverse effect referred to above, any as many of the securities that which the Company proposes to registersell for its own account, up if any, as can be sold in such offering without having such adverse effect referred to above. If any Holder advises the Section 2.3(a)book-runner(s) of any underwritten offering that the Registrable Securities covered by the registration statement cannot be sold in such offering within a price range acceptable to such Holder, then such Holder shall have the right to exclude its Registrable Securities from registration.

Priority in Registrations. (a) If any requested registration made pursuant to Section 2.1 2.2 involves an underwritten offering and the lead managing underwriter of such offering (the “Manager”) shall advise the Company that, in its view, the number of securities requested to be included in such registration by the Participating Holders or any other persons, including those shares of Common Stock requested by the Company A Shares to be included in such registrationregistration by the Company, exceeds the largest number (the “Section 2.3(a2.4(a) Sale Number”) that can be sold in an orderly manner in such offering within a price range acceptable to the Majority Participating Holders, the Company shall use commercially reasonable efforts to include in such registration: (i) first, all Registrable Securities requested to be included in such registration by the Holders thereofParticipating Holders; provided, however, that, if the number of such Registrable Securities exceeds the Section 2.3(a2.4(a) Sale Number, the number of such Registrable Securities (not to exceed the Section 2.3(a2.4(a) Sale Number) to be included in such registration shall be allocated on a pro rata basis among all Participating Holders requesting that Registrable Securities be included in such registration, based on the number of Registrable Securities then owned requested to be included by each such Participating Holder requesting inclusion in relation to the number of Registrable Securities owned requested to be included by all Holders requesting inclusionParticipating Holders; (ii) second, to the extent that the number of securities to be included pursuant to clause (i) of this Section 2.3(a2.4(a) is less than the Section 2.3(a2.4(a) Sale Number, the remaining shares to be included in such registration shall be allocated on a pro rata basis among all holders requesting that securities be included in such registration pursuant to the exercise of Additional Piggyback Rights (“Piggyback Shares”), based on the aggregate number of Piggyback Shares then owned requested to be included by each holder requesting inclusion in relation to the aggregate number of Piggyback Shares owned requested to be included by all holders requesting inclusion, up to the Section 2.3(a2.4(a) Sale Number; and (iii) third, to the extent that the number of securities to be included pursuant to clauses (i) and (ii) of this Section 2.3(a2.4(a) is less than the Section 2.3(a2.4(a) Sale Number, any securities that the Company proposes to register, up to the Section 2.3(a2.4(a)

Priority in Registrations. (a) If any requested registration made pursuant to Section 2.1 2.2 involves an underwritten offering that is proposed by the Company and the lead managing underwriter of such offering (the “Manager”) shall advise the Company that, in its view, the aggregate number of securities requested to be included in such registration by the Participating Company, the Holders or any other personsand the holders of securities of the Company, including those shares of Common Stock requested the HealthCor Holders, that have the right to require such registration pursuant to an agreement entered into by the Company to be included in such registration, (“Additional Registration Rights”) exceeds the largest number (the “Section 2.3(a) Sale Number”) that can be sold in an orderly manner in such offering registration within a price range acceptable to the Majority Participating HoldersCompany (such difference, the “Aggregate Underwriter Cutback”), the Company shall use commercially reasonable efforts to include in such registration: : (i) firstall Common Stock that the Company proposes to register for its own account less such number of shares equal to 50% of the Aggregate Underwriter Cutback (such number of shares to be registered, the “Company Allotment”), and (ii) the aggregate of all Registrable Securities requested and all HealthCor Registrable Securities for which the Holders and the HealthCor Holders, respectively, request registration (such number of securities, the “Aggregate Registration Request”) less such number of securities equal to 50% of the Aggregate Underwriter Cutback (such number of securities to be registered, the “Registrable Securities Allotment”). To the extent that the Aggregate Registration Request exceeds the Registrable Securities Allotment, the securities to be included in such registration by the Holders thereof; provided, however, that, if the number of such Registrable Securities exceeds the Section 2.3(a) Sale Number, the number of such Registrable Securities (not to exceed the Section 2.3(a) Sale Number) to be included in such registration Allotment shall be allocated on a pro rata basis among (i) all Holders requesting that Registrable Securities be included in such registration pursuant to the exercise of piggyback rights pursuant to Section 2.2 of this Agreement and (ii) all HealthCor Holders requesting that HealthCor Registrable Securities be included in such registration, based on the number of (x) Registrable Securities then owned by that each such Holder is then requesting for inclusion in relation to the number of and (y) HealthCor Registrable Securities owned by all Holders that each such HealthCor Holder is then requesting for inclusion; (ii) second, to which, together with the extent that the number of securities to be included pursuant to clause (i) of this Section 2.3(a) is less than Company Allotment, shall not exceed the Section 2.3(a) Sale Number. (b) If any registration pursuant to Section 2.2 involves an underwritten offering that was proposed by the HealthCor Holders or other holders of Additional Registration Rights and the Manager shall advise the Company that, in its view, the remaining shares number of securities requested to be included in such registration exceeds the number (the “Section 2.3(b) Sale Number”) that can be sold in an orderly manner in such registration within a price range acceptable to the Company, the securities to be included in such registration shall be allocated by the Company first, on a pro rata basis among (i) all holders Holders requesting that securities Registrable Securities be included in such registration pursuant to the exercise of Additional Piggyback Rights piggyback rights pursuant to Section 2.2 of this Agreement and (“Piggyback Shares”)ii) all HealthCor Holders requesting the inclusion in such registration of HealthCor Registrable Securities, based on the aggregate number of Piggyback Shares (x) Registrable Securities that each such Holder is then owned by requesting for inclusion and (y) HealthCor Registrable Securities that each holder such HealthCor Holder is requesting inclusion in relation to the aggregate number of Piggyback Shares owned by all holders requesting for inclusion, up to which shall not exceed the Section 2.3(a) Sale Number; and (iii) third, to the extent that the number of securities to be included pursuant to clauses (i) and (ii) of this Section 2.3(a) is less than the Section 2.3(a2.3(b) Sale Number, any securities that the Company proposes to registerand second, up to the Section 2.3(aother holders of Additional Registration Rights (if any).

Priority in Registrations. (a) If any requested registration made pursuant to Section 2.1 involves an underwritten offering and the lead managing underwriter or managing underwriters of such offering (the “Manager”) shall an Underwritten Offering advise the Company thatand the Holders in writing, based on prevailing market precedents and public investor interactions that the inclusion of all of the Holders’ Registrable Securities requested for inclusion in its viewthe subject Underwritten Offering (and any related registration, the number of securities requested if applicable) (and any other Class A Common Stock proposed to be included in such registration offering) exceeds the maximum number that can be included without materially and adversely affecting the marketability of the securities offered, the Company shall include in such Underwritten Offering (and any related registration, if applicable) only that number of shares of Class A Common Stock proposed to be included in such Underwritten Offering (and any related registration, if applicable) that, in the written opinion of the managing underwriter or managing underwriters, will not have such material and adverse effect, with such number to be allocated as follows: (A) in the case of a Requested Underwritten Offering or Demand Registration or Shelf Offering that is otherwise an Underwritten Offering, (1) first, pro-rata among all Holders that have requested to include Registrable Securities in such Underwritten Offering based on the relative number of Registrable Securities then held by each such Holder, (2) second, if there remains availability for additional shares of Class A Common Stock to be included in such Underwritten Offering, to the Participating Holders or Company, and (3) third, if there remains availability for additional shares of Class A Common Stock to be included in such Underwritten Offering, to any other personsholders entitled to participate in such Underwritten Offering, including those if applicable, based on the relative number of shares of Class A Common Stock requested then held by each such holder; and (B) in the Company case of any other Underwritten Offerings, (x) first, to the Company, (y) second, if there remains availability for additional shares of Class A Common Stock to be included in such Underwritten Offering, pro-rata among all Holders desiring to include Registrable Securities in such Underwritten Offering based on the relative number of Registrable Securities then held by each such Holder, and (z) third, if there remains availability for additional shares of Class A Common Stock to be included in such registration, exceeds the largest number (the “Section 2.3(a) Sale Number”) that can be sold in an orderly manner pro-rata among any other holders entitled to participate in such offering within a price range acceptable to Underwritten Offering, if applicable, based on the Majority Participating Holdersrelative number of Class A Common Stock then held by each such holder; provided that, the Company shall use commercially reasonable efforts if any Management Shareholder proposes to include in such registration: (i) first, all the subject Underwritten Offering over 50% of the Registrable Securities requested held by such Management Shareholder as of the date of such Underwritten Offering and the managing underwriter(s) of such Underwritten Offering advise the Company and the Holders in writing, based on prevailing market precedents and public investor interactions, that participation in the Underwritten Offering by such Management Shareholder at the level proposed would materially and adversely affect the marketability of the securities offered, then Registrable Securities proposed to be included in such registration Underwritten Offering in excess of 50% of the Registrable Securities held by such Management Shareholder as of the Holders thereof; provided, however, that, if the number date of such Registrable Securities exceeds Underwritten Offering may be excluded from such offering below the Section 2.3(a) Sale Numberproposed level, the number of even if such Registrable Securities (exclusion would not to exceed the Section 2.3(a) Sale Number) to be included in treat such registration shall be allocated Management Shareholder on a pro rata basis among all Holders requesting that basis. If any Holder disapproves of the terms of any such Underwritten Offering (including the price and timing of such Underwritten Offering), such Holder may elect to withdraw therefrom by written notice to the Company and the managing underwriter(s) delivered prior to the time of the pricing of such offering. Any Registrable Securities be included in withdrawn from such registration, based on the number of Registrable Securities then owned by each such Holder requesting inclusion in relation to the number of Registrable Securities owned by all Holders requesting inclusion; (ii) second, to the extent that the number of securities to be included pursuant to clause (i) of this Section 2.3(a) is less than the Section 2.3(a) Sale Number, the remaining shares to be included in such registration underwriting shall be allocated on a pro rata basis among all holders requesting that securities be included in such registration pursuant to excluded and withdrawn from the exercise of Additional Piggyback Rights (“Piggyback Shares”), based on the aggregate number of Piggyback Shares then owned by each holder requesting inclusion in relation to the aggregate number of Piggyback Shares owned by all holders requesting inclusion, up to the Section 2.3(a) Sale Number; and (iii) third, to the extent that the number of securities to be included pursuant to clauses (i) and (ii) of this Section 2.3(a) is less than the Section 2.3(a) Sale Number, any securities that the Company proposes to register, up to the Section 2.3(a)registration.

Priority in Registrations. (a) If any requested registration made pursuant to Section 2.1 4.2.2 involves an underwritten offering and the lead managing underwriter of such offering (the “Manager”) shall advise the Company that, in its view, the number of securities requested to be included in such registration by the Participating Holders of Registrable Securities or any other persons, including those shares of Common Stock requested by the Company to be included in such registration, exceeds the largest number (the “Section 2.3(a) Demand Sale Number”) that can be sold in an orderly manner in such offering within a price range acceptable to the Majority Participating Holders, the Company shall use commercially its reasonable best efforts to include in such registration: (i) first, all Registrable Securities requested to be included in such registration by the Holders thereof; provided, however, that, if the number of such Registrable Securities exceeds the Section 2.3(a) Demand Sale Number, the number of such Registrable Securities (not to exceed the Section 2.3(a) Demand Sale Number) to be included in such registration shall be allocated on a pro rata basis among all Holders requesting that Registrable Securities be included in such registration, based on the number of Registrable Securities then owned by each such Holder requesting inclusion in relation to the number of Registrable Securities owned by all Holders requesting inclusion; (ii) second, to the extent that the number of securities to be included pursuant to clause (i) of this Section 2.3(a4.2.4(a) is less than the Section 2.3(a) Demand Sale Number, the remaining shares to be included in such registration shall be allocated on a pro rata basis among all holders requesting that securities be included in such registration pursuant to the exercise of Additional Piggyback Rights (“Piggyback Shares”), based on the aggregate number of Piggyback Shares then owned by each holder requesting inclusion in relation to the aggregate number of Piggyback Shares owned by all holders requesting inclusion, up to the Section 2.3(a) Demand Sale Number; and (iii) third, to the extent that the number of securities to be included pursuant to clauses (i) and (ii) of this Section 2.3(a4.2.4(a) is less than the Section 2.3(a) Demand Sale Number, any securities that the Company proposes to register, up to the Demand Sale Number. If, as a result of the proration provisions of this Section 2.3(a4.2.4(a), any Holder shall not be entitled to include all Registrable Securities in a registration that such Holder has requested be included, such Holder may elect to withdraw its request to include Registrable Securities in such registration or may reduce the number requested to be included; provided, however, that (A) such request must be made in writing prior to the execution of the underwriting agreement with respect to such registration and (B) with respect to any Registrable Securities so withdrawn, such withdrawal shall be irrevocable and, after making such withdrawal, such Holder shall no longer have any right to include such withdrawn Registrable Securities in the registration as to which such withdrawal was made. (b) If any registration pursuant to Section 4.2.3 involves an underwritten offering that was proposed by the Company and the Manager shall advise the Company that, in its view, the number of securities requested to be included in such registration exceeds the number (the “Company Sale Number”) that can be sold in an orderly manner in such registration within a price range acceptable to the Company, the Company shall include in such registration: (i) first, all Common Stock that the Company proposes to register for its own account; (ii) second, to the extent that the number of securities to be included pursuant to clause (i) of this Section 4.2.4(b) is less than the Company Sale Number, the remaining shares to be included in such registration shall be allocated on a pro rata basis among all Holders requesting that Registrable Securities be included in such registration pursuant to the exercise of piggyback rights pursuant to Section 4.2.3 of this Agreement, based on the aggregate number of Registrable Securities then owned by each Holder requesting inclusion in relation to the aggregate number of Registrable Securities owned by all Holders requesting inclusion, up to the Company Sale Number; and (iii) third, to the extent that the number of securities to be included pursuant to clauses (i) and (ii) of this Section 4.2.4(b) is less than the Company Sale Number, the remaining shares to be included in such registration shall be allocated on a pro rata basis among all holders requesting that securities be included in such registration pursuant to the exercise of Additional Piggyback Rights, based on the aggregate number of Piggyback Shares then owned by each holder requesting inclusion in relation to the aggregate number of Piggyback Shares owned by all holders requesting inclusion, up to the Company Sale Number.

Priority in Registrations. (a) If any requested registration made pursuant to Section 2.1 involves an underwritten offering and the lead managing underwriter of such offering (the “Manager”) shall advise advises the Company that, in its view, the number of securities requested to be included in such registration by the Participating Holders Coeur or any other persons, including those shares of Common Stock requested by the Company to be included in such registration, exceeds the largest number (the “Section 2.3(a) Sale NumberDemand Registration Maximum”) that can be sold in an orderly manner in such offering within a price range acceptable to the Majority Participating HoldersCoeur, the Company shall use commercially reasonable efforts to include in such registration: (i) first, all Registrable Securities requested to be included in such registration by the Holders thereof; providedCoeur, however, that, if the number of such Registrable Securities exceeds the Section 2.3(a) Sale Number, the number of such Registrable Securities (not to exceed the Section 2.3(a) Sale Number) to be included in such registration shall be allocated on a pro rata basis among all Holders requesting that Registrable Securities be included in such registration, based on the number of Registrable Securities then owned by each such Holder requesting inclusion in relation proportion to the number of Registrable Securities owned requested by all Holders requesting inclusion;Coeur to be included in such registration; and (ii) second, to the extent that the number of securities to be included pursuant to clause (i) of this Section 2.3(a) is less than the Section 2.3(a) Sale NumberDemand Registration Maximum, any securities that the remaining Company proposes to register for its own account plus any shares of Common Stock to be included in such registration shall be allocated on a pro rata basis among all holders requesting that securities be included in such registration registered pursuant to the exercise of Additional Piggyback Rights (“Piggyback Shares”)Rights, based on upon the aggregate number agreed-upon priorities among the Company and the holders of the Additional Piggyback Shares then owned by each holder requesting inclusion in relation to the aggregate number of Piggyback Shares owned by all holders requesting inclusionRights, up to the Demand Registration Maximum. If, as a result of the proration provisions of this Section 2.3(a), a Holder shall not be entitled to include all Registrable Securities in a registration that such Holder has requested be included, such Holder may elect to withdraw its request to include Registrable Securities in such registration or may reduce the number requested to be included; provided, however, that (A) Sale Numbersuch request must be made in writing prior to the earlier of the execution of the underwriting agreement or the execution of the custody agreement with respect to such registration and (B) such withdrawal shall be irrevocable and, after making such withdrawal, the withdrawing Holder shall no longer have any right to include Registrable Securities in the registration as to which such withdrawal was made. (b) If any registration pursuant to Section 2.2 involves an underwritten offering that was proposed by the Company and the Manager advises the Company that, in its view, the number of securities requested to be included in such registration exceeds the number (the “Company Offering Maximum”) that can be sold in an orderly manner in such registration within a price range acceptable to the Company, the Company shall include in such registration: (i) first, all Common Stock that the Company proposes to register for its own account; and (iiiii) thirdsecond, to the extent that the number of securities to be included pursuant to clauses clause (i) and (ii) of this Section 2.3(a2.3(b) is less than the Section 2.3(a) Sale NumberCompany Offering Maximum, any securities that the Company proposes remaining shares to registerbe included in such registration shall be allocated to the Holders and the holders of Additional Piggyback Rights, up to the Section 2.3(a)Company Offering Maximum, pro rata in proportion to the number of Registrable Securities requested by the Holders and the holders of Additional Piggyback Rights to be included in such registration.

Priority in Registrations. (a) If any requested registration made pursuant to Section 2.1 involves an underwritten offering and the lead managing underwriter or underwriters of such offering (collectively, the “Manager”) shall advise the Company that, in its view, the number of securities requested to be included in such registration by the Participating Holders or any other persons, including those shares of Common Stock requested by the Company to be included in such registration, exceeds the largest number (the “Section 2.3(a2.3 (a) Sale Number”) that can be sold in an orderly manner in such offering within a price range acceptable to the Majority Participating Holders, the Company shall use commercially reasonable efforts to include in such registration: (i) first, all Registrable Securities requested to be included in such registration by the Holders thereof; provided, however, that, if the number of such Registrable Securities exceeds the Section 2.3(a) Sale Number, the number of such Registrable Securities (not to exceed the Section 2.3(a) Sale Number) to be included in such registration shall be allocated on a pro rata basis among all Holders requesting that Registrable Securities be included in such registration, based on the number of Registrable Securities then owned by each such Holder requesting inclusion in relation to the number of Registrable Securities owned by all Holders requesting inclusion; (ii) second, to the extent that the number of securities to be included pursuant to clause (i) of this Section 2.3(a) is less than the Section 2.3(a) Sale Number, the remaining shares to be included in such registration shall be allocated on a pro rata basis among all holders requesting that securities be included in such registration pursuant to the exercise of Additional Piggyback Rights (“Piggyback Shares”), based on the aggregate number of Piggyback Shares then owned by each holder requesting inclusion in relation to the aggregate number of Piggyback Shares owned by all holders requesting inclusion, up to the Section 2.3(a) Sale Number; and (iii) third, to the extent that the number of securities to be included pursuant to clauses (i) and (ii) of this Section 2.3(a) is less than the Section 2.3(a) Sale Number, any securities that the Company proposes to register, up to the Section 2.3(a)

Priority in Registrations. (a) If any requested registration made the Company's offering pursuant to Section 2.1 involves an underwritten which a Piggyback Registration Statement is proposed to be filed is underwritten, the Holders shall sell the Registrable Securities to be sold pursuant to such offering to or through the underwriter or underwriters of the securities being registered for the account of the Company upon terms generally comparable to the terms applicable to the Company and substantially identical to those for the account of the other Holders, and if the lead managing underwriter of such offering (reasonably determines in writing to be provided to the “Manager”) shall advise the Company that, in its view, Holders that the number of securities requested to be included in such the registration by the Participating Holders or any other persons, including those shares of Common Stock requested by the Company to be included in such registration, statement exceeds the largest number (the “Section 2.3(a) Sale "Saleable Number”") that can be sold in an orderly manner in such offering fashion within a price range reasonably acceptable to the Majority Participating HoldersCompany, then the number of securities that the Company shall use commercially reasonable efforts and the Holders will be permitted to include in such registration: Registration Statement will be allocated as follows: (i) first, all Registrable Securities requested the securities to be included in such registration sold by the Holders thereof; providedCompany for its own account pursuant to Section 3.1(a), however, that, if the number of such Registrable Securities exceeds the Section 2.3(a) Sale Number, the number of such Registrable Securities (not to exceed the Section 2.3(a) Sale Number) to be included in such registration shall be allocated on a pro rata basis among all Holders requesting that Registrable Securities be included in such registration, based on the number of Registrable Securities then owned by each such Holder requesting inclusion in relation to the number of Registrable Securities owned by all Holders requesting inclusion; and (ii) second, to the extent that difference between the number of securities Saleable Number and the number, if any, to be included pursuant to clause (i) hereof, such amount to be allocated among the Holders pro rata on the basis of the relative number of Registrable Securities held by each of them. (b) If as a result of the proration provisions of this Section 2.3(a) 3.2, any Holder of Registrable Securities is less than not entitled to include all such Registrable Securities in such registration (a "Cutback"), such Holder may, on written notice to the Section 2.3(a) Sale NumberCompany given at least two business days prior to the effective date of the applicable registration statement, elect to withdraw his, her or its request to include any Registrable Securities in such registration (a "Withdrawal Election"); provided, however, that a Withdrawal Election shall be irrevocable and any Holder of Registrable Securities who has made a Withdrawal Election shall no longer have any right to include any Registrable Securities in the remaining shares registration as to which such Withdrawal Election was made. The number of securities required to satisfy any underwriters' overallotment option shall be allocated pro rata among the Company and all Holders on the basis of the relative number of securities otherwise to be included in such registration shall be allocated on a pro rata basis among all holders requesting that securities be included in such registration pursuant to the exercise of Additional Piggyback Rights (“Piggyback Shares”), based on the aggregate number of Piggyback Shares then owned by each holder requesting inclusion of them in relation to the aggregate number of Piggyback Shares owned by all holders requesting inclusion, up to the Section 2.3(a) Sale Number; and (iii) third, to the extent that the number of securities to be included pursuant to clauses (i) and (ii) of this Section 2.3(a) is less than the Section 2.3(a) Sale Number, any securities that the Company proposes to register, up to the Section 2.3(a)registration.

Priority in Registrations. (a) If any requested registration made the Company's offering pursuant to Section 2.1 involves an underwritten which a Piggyback Registration Statement is proposed to be filed is underwritten, the Holders shall sell the Registrable Securities to be sold pursuant to such offering to or through the underwriter or underwriters of the securities being registered for the account of the Company upon terms generally comparable to the terms applicable to the Company and for the account of the Holders, and if the lead managing underwriter of such offering (the “Manager”) shall advise the Company that, reasonably determines in its view, writing that the number of securities requested to be included in such the registration by the Participating Holders or any other persons, including those shares of Common Stock requested by the Company to be included in such registration, statement exceeds the largest number (the “Section 2.3(a) Sale "Saleable Number”") that can be sold in an orderly manner in such offering fashion within a price range reasonably acceptable to the Majority Participating HoldersCompany, then the number of securities that the Company shall use commercially reasonable efforts and the Holders will be permitted to include in such registration: Registration Statement will be allocated as follows: (i) first, all Registrable Securities requested the securities to be included in such registration sold by the Holders thereof; providedCompany for its own account pursuant to Section 3.1(a), however, that, if the number of such Registrable Securities exceeds the Section 2.3(a) Sale Number, the number of such Registrable Securities (not to exceed the Section 2.3(a) Sale Number) to be included in such registration shall be allocated on a pro rata basis among all Holders requesting that Registrable Securities be included in such registration, based on the number of Registrable Securities then owned by each such Holder requesting inclusion in relation to the number of Registrable Securities owned by all Holders requesting inclusion; and (ii) second, to the extent that difference between the number of securities Saleable Number and the number, if any, to be included pursuant to clause (i) hereof, allocated among the Holders pro rata on the basis of the relative number of Registrable Securities held by each of them. (b) If as a result of the proration provisions of this Section 2.3(a) 3.2, any Holder of Registrable Securities is less than not entitled to include all such Registrable Securities in such registration (a "Cutback"), such Holder may, subject to Section 2.5 hereof, elect to withdraw his, her or its request to include any Registrable Securities in such registration (a "Withdrawal Election"); provided, however, that a Withdrawal Election shall be irrevocable and any Holder of Registrable Securities who has made a Withdrawal Election shall no longer have any right to include any Registrable Securities in the Section 2.3(a) Sale Number, registration as to which such Withdrawal Election was made. The number of securities required to satisfy any underwriters' overallotment option shall be allocated pro rata among the remaining shares Company and all Holders on the basis of the relative number of securities otherwise to be included in such registration shall be allocated on a pro rata basis among all holders requesting that securities be included in such registration pursuant to the exercise of Additional Piggyback Rights (“Piggyback Shares”), based on the aggregate number of Piggyback Shares then owned by each holder requesting inclusion of them in relation to the aggregate number of Piggyback Shares owned by all holders requesting inclusion, up to the Section 2.3(a) Sale Number; and (iii) third, to the extent that the number of securities to be included pursuant to clauses (i) and (ii) of this Section 2.3(a) is less than the Section 2.3(a) Sale Number, any securities that the Company proposes to register, up to the Section 2.3(a)registration.

Priority in Registrations. (a) If any requested registration made pursuant to Section 2.1 involves an underwritten offering and the lead managing underwriter of such offering (the “Manager”) shall advise the Company that, in its view, the number of securities requested to be included in such registration by the Participating Holders of Registrable Securities or any other persons, including those shares of Common Stock requested by the Company to be included in such registration, exceeds the largest number (the “Section 2.3(a) Sale Number”) that can be sold in an orderly manner in such offering within a price range acceptable to the Majority Participating Initiating Holders, the Company shall use commercially reasonable efforts to include in such registration: (i) first, all Registrable Securities requested to be included in such registration by the Holders thereof; provided, however, that, if the number of such Registrable Securities exceeds the Section 2.3(a) Sale Number, the number of such Registrable Securities (not to exceed the Section 2.3(a) Sale Number) to be included in such registration shall be allocated on a pro rata basis among all Holders requesting that Registrable Securities be included in such registration, based on the number of Registrable Securities then owned by each such Holder requesting inclusion in relation to the number of Registrable Securities owned by all Holders requesting inclusion; (ii) second, to the extent that the number of securities to be included pursuant to clause (i) of this Section 2.3(a) is less than the Section 2.3(a) Sale Number, the remaining shares to be included in such registration shall be allocated on to the Company. If, as a pro rata basis among result of the proration provisions of this Section 2.3(a), any Holder shall not be entitled to include all holders requesting Registrable Securities in a registration that such Holder has requested be included, such Holder may elect to withdraw its request to include Registrable Securities in such registration or may reduce the number requested to be included; provided, however, that (A) such request must be made in writing prior to the earlier of the execution of the underwriting agreement or the execution of the custody agreement with respect to such registration and (B) such withdrawal shall be irrevocable and, after making such withdrawal, such Holder shall no longer have any right to include Registrable Securities in the registration as to which such withdrawal was made. If a Holder timely elects to withdraw Registrable Securities, the additional securities available to be included in the offering as a result of such withdrawn Registrable Securities shall be reallocated to the Holders and the Company in accordance with the proration provisions of this Section 2.3(a). (b) If any registration pursuant to Section 2.2 involves an underwritten offering that was proposed by the Company and the Manager shall advise the Company that, in its view, the number of securities requested to be included in such registration pursuant to exceeds the exercise of Additional Piggyback Rights number (the “Piggyback Shares”), based on the aggregate number of Piggyback Shares then owned by each holder requesting inclusion in relation to the aggregate number of Piggyback Shares owned by all holders requesting inclusion, up to the Section 2.3(a2.3(b) Sale Number”) that can be sold in an orderly manner in such registration within a price range acceptable to the Company, the Company shall include in such registration: (i) first, all Common Stock that the Company proposes to register for its own account; and (iiiii) thirdsecond, to the extent that the number of securities to be included pursuant to clauses clause (i) and (ii) of this Section 2.3(a2.3(b) is less than the Section 2.3(a2.3(b) Sale Number, any securities the remaining shares to be included in such registration shall be allocated on a pro rata basis among all Holders requesting that Registrable Securities be included in such registration pursuant to the Company proposes exercise of piggyback rights pursuant to registerSection 2.2 of this Agreement, based on the aggregate number of Registrable Securities then owned by each Holder requesting inclusion in relation to the aggregate number of Registrable Securities owned by all Holders requesting inclusion, up to the Section 2.3(a)2.3(b) Sale Number.

Priority in Registrations. (a) If any requested registration made pursuant to Section 2.1 involves an underwritten offering and the lead managing underwriter or managing underwriters of such offering (the “Manager”) shall an Underwritten Offering advise the Company thatand the Holders in writing, based on prevailing market precedents and public investor interactions that the inclusion of all of the Holders’ Registrable Securities requested for inclusion in its viewthe subject Underwritten Offering (and any related registration, the number of securities requested if applicable) (and any other Class A Common Stock proposed to be included in such registration offering) exceeds the maximum number that can be included without materially and adversely affecting the marketability of the securities offered, the Company shall include in such Underwritten Offering (and any related registration, if applicable) only that number of shares of Class A Common Stock proposed to be included in such Underwritten Offering (and any related registration, if applicable) that, in the written opinion of the managing underwriter or managing underwriters, will not have such material and adverse effect, with such number to be allocated as follows: (A) in the case of a Requested Underwritten Offering or Demand Registration or Shelf Offering that is otherwise an Underwritten Offering, (1) first, pro rata among all Holders that have requested to include Registrable Securities in such Underwritten Offering based on the relative number of Registrable Securities then held by each such Holder, (2) second, if there remains availability for additional shares of Class A Common Stock to be included in such Underwritten Offering, to the Participating Holders or Company, and (3) third, if there remains availability for additional shares of Class A Common Stock to be included in such Underwritten Offering, to any other personsholders entitled to participate in such Underwritten Offering, including those if applicable, based on the relative number of shares of Class A Common Stock requested then held by each such holder; and (B) in the Company case of any other Underwritten Offerings, (x) first, to the Company, (y) second, if there remains availability for additional shares of Class A Common Stock to be included in such Underwritten Offering, pro rata among all Holders desiring to include Registrable Securities in such Underwritten Offering based on the relative number of Registrable Securities then held by each such Holder, and (z) third, if there remains availability for additional shares of Class A Common Stock to be included in such registration, exceeds the largest number (the “Section 2.3(a) Sale Number”) that can be sold in an orderly manner pro rata among any other holders entitled to participate in such offering within a price range acceptable to Underwritten Offering, if applicable, based on the Majority Participating Holdersrelative number of Class A Common Stock then held by each such holder; provided that, the Company shall use commercially reasonable efforts if any Management Shareholder proposes to include in such registration: (i) first, all the subject Underwritten Offering over 50% of the Registrable Securities requested held by such Management Shareholder as of the date of such Underwritten Offering and the managing underwriter(s) of such Underwritten Offering advise the Company and the Holders in writing, based on prevailing market precedents and public investor interactions, that participation in the Underwritten Offering by such Management Shareholder at the level proposed would materially and adversely affect the marketability of the securities offered, then Registrable Securities proposed to be included in such registration Underwritten Offering in excess of 50% of the Registrable Securities held by such Management Shareholder as of the Holders thereof; provided, however, that, if the number date of such Registrable Securities exceeds Underwritten Offering may be excluded from such offering below the Section 2.3(a) Sale Numberproposed level, the number of even if such Registrable Securities (exclusion would not to exceed the Section 2.3(a) Sale Number) to be included in treat such registration shall be allocated Management Shareholder on a pro rata basis among all Holders requesting that basis. If any Holder disapproves of the terms of any such Underwritten Offering (including the price and timing of such Underwritten Offering), such Holder may elect to withdraw therefrom by written notice to the Company and the managing underwriter(s) delivered prior to the time of the pricing of such offering. Any Registrable Securities be included in withdrawn from such registration, based on the number of Registrable Securities then owned by each such Holder requesting inclusion in relation to the number of Registrable Securities owned by all Holders requesting inclusion; (ii) second, to the extent that the number of securities to be included pursuant to clause (i) of this Section 2.3(a) is less than the Section 2.3(a) Sale Number, the remaining shares to be included in such registration underwriting shall be allocated on a pro rata basis among all holders requesting that securities be included in such registration pursuant to excluded and withdrawn from the exercise of Additional Piggyback Rights (“Piggyback Shares”), based on the aggregate number of Piggyback Shares then owned by each holder requesting inclusion in relation to the aggregate number of Piggyback Shares owned by all holders requesting inclusion, up to the Section 2.3(a) Sale Number; and (iii) third, to the extent that the number of securities to be included pursuant to clauses (i) and (ii) of this Section 2.3(a) is less than the Section 2.3(a) Sale Number, any securities that the Company proposes to register, up to the Section 2.3(a)registration.

Priority in Registrations. (a) If any requested registration made pursuant to Section 2.1 involves an underwritten offering and the lead managing underwriter of such offering (the “Manager”) shall advise the Company that, in its view, the number of securities requested to be included in such registration by the Participating Holders of Registrable Securities or any other persons, including those shares of Common Stock requested by the Company to be included in such registration, exceeds the largest number (the “Section 2.3(a) Sale Number”) that can be sold in an orderly manner in such offering within a price range acceptable to the Majority Participating HoldersRepresentative, the Company shall use commercially reasonable best efforts to include in such registration: (i) first, all Registrable Securities requested to be included in such registration by the Holders thereof; provided, however, that, if the number of such Registrable Securities exceeds the Section 2.3(a) Sale Number, the number of such Registrable Securities (not to exceed the Section 2.3(a) Sale Number) to be included in such registration shall be allocated on a pro rata basis among all Holders requesting that Registrable Securities be included in such registration, based on the number of Registrable Securities then owned by each such Holder requesting inclusion in relation to the number of Registrable Securities owned by all Holders requesting inclusion; (ii) second, to the extent that the number of securities to be included pursuant to clause (i) of this Section 2.3(a) is less than the Section 2.3(a) Sale Number, the remaining shares to be included in such registration shall be allocated on a pro rata basis among all holders Holders requesting that securities be included in such registration pursuant to the exercise of Additional Piggyback Rights (“Piggyback Shares”), based on the aggregate number of Piggyback Shares then owned by each holder Holder requesting inclusion in relation to the aggregate number of Piggyback Shares owned by all holders Holders requesting inclusion, up to the Section 2.3(a) Sale Number; and (iii) third, to the extent that the number of securities to be included pursuant to clauses (i) and (ii) of this Section 2.3(a) is less than the Section 2.3(a) Sale Number, any securities that the Company proposes to register, up to the Section 2.3(a)

Priority in Registrations. (aIf the book-runner(s) If any requested registration made pursuant to Section 2.1 involves for an underwritten offering pursuant to this Section 2 advises the Company and the lead managing underwriter of such offering (the “Manager”) shall advise the Company applicable Holders in writing that, in its viewopinion, the number of securities requested to be included in such registration offering by the Participating Company, if any, and the Holders exceeds the largest number or any other personsamount of securities which can be sold without reasonably expecting to have an adverse effect on such offering, including those shares the price at which such securities can be sold, the number of Common Stock requested by the Company such securities to be included in such registrationregistration shall be reduced to such extent, exceeds the largest number (the “Section 2.3(a) Sale Number”) that can be sold in an orderly manner in such offering within a price range acceptable to the Majority Participating Holders, and the Company shall use commercially reasonable efforts to include in such registration: registration the number of securities as follows: (i) first, all the Registrable Securities requested to be included in such registration by the Holders thereof; providedwhich in the opinion of such book-runner(s) can be sold without adverse effect on the offering, however, thatallocated, if the number amount is less than all the Registrable Securities to be sold, PRO RATA among the Holders of such Registrable Securities exceeds on the Section 2.3(a) Sale Number, the number basis of such Registrable Securities (not to exceed the Section 2.3(a) Sale Number) to be included in such registration shall be allocated on a pro rata basis among all Holders requesting that Registrable Securities be included in such registration, based on the number of Registrable Securities then owned proposed to be sold by each such Holder requesting inclusion in relation to the number of Registrable Securities owned by all Holders requesting inclusion; Holders, and (ii) second, to the extent that the number of securities to be included pursuant to clause (i) of this Section 2.3(a) is less than Registrable Securities which the Section 2.3(a) Sale Number, the remaining shares Holders have requested to be included in such registration shall be allocated on a pro rata basis among all holders requesting that securities be included in such registration pursuant to the exercise of Additional Piggyback Rights (“Piggyback Shares”), based on the aggregate number of Piggyback Shares then owned by each holder requesting inclusion in relation to the aggregate number of Piggyback Shares owned by all holders requesting inclusion, up to the Section 2.3(a) Sale Number; and (iii) third, to the extent that the number of securities to be included pursuant to clauses (i) and (ii) of this Section 2.3(a) is less than the Section 2.3(a) Sale Numbernumber or amount of securities which the Company has been advised by its book-runner can be sold in such offering without having the adverse effect referred to above, any as many of the securities that which the Company proposes to registersell for its own account, up if any, as can be sold in such offering without having such adverse effect referred to above. If any Holder advises the Section 2.3(a)book-runner(s) of any underwritten offering that the Registrable Securities covered by the registration statement cannot be sold in such offering within a price range acceptable to such Holder, then such Holder shall have the right to exclude its Registrable Securities from registration.

Priority in Registrations. (a) If any requested registration made the Company's offering pursuant to Section 2.1 involves an underwritten which a Piggyback Registration Statement is proposed to be filed is underwritten, the Holders shall sell the Registrable Securities to be sold pursuant to such offering to or through the underwriter or underwriters of the securities being registered for the account of the Company upon terms generally comparable to the terms applicable to the Company and substantially identical to those for the account of the other Holders, and if the lead managing underwriter of such offering (reasonably determines in writing to be provided to the “Manager”) shall advise the Company that, in its view, Holders that the number of securities requested to be included in such the registration by the Participating Holders or any other persons, including those shares of Common Stock requested by the Company to be included in such registration, statement exceeds the largest number (the “Section 2.3(a) Sale "Saleable Number”") that can be sold in an orderly manner in such offering fashion within a price range reasonably acceptable to the Majority Participating HoldersCompany, then the number of securities that the Company shall use commercially reasonable efforts and the Holders will be permitted to include in such registration: Registration Statement will be allocated as follows: (i) first, all the securities to be sold by the Company for its own account pursuant to (b) If as a result of the proration provisions of this Section 3.2, any Holder of Registrable Securities requested is not entitled to be included include all such Registrable Securities in such registration by (a "Cutback"), such Holder may, on written notice to the Holders thereofCompany given at least two business days prior to the effective date of the applicable registration statement, elect to withdraw his, her or its request to include any Registrable Securities in such registration (a "Withdrawal Election"); provided, however, that, if that a Withdrawal Election shall be irrevocable and any Holder of Registrable Securities who has made a Withdrawal Election shall no longer have any right to include any Registrable Securities in the registration as to which such Withdrawal Election was made. The number of such Registrable Securities exceeds securities required to satisfy any underwriters' overallotment option shall be allocated pro rata among the Section 2.3(a) Sale Number, Company and all Holders on the basis of the relative number of such Registrable Securities (not to exceed the Section 2.3(a) Sale Number) securities otherwise to be included in such registration shall be allocated on a pro rata basis among all Holders requesting that Registrable Securities be included in such registration, based on the number of Registrable Securities then owned by each such Holder requesting inclusion of them in relation to the number of Registrable Securities owned by all Holders requesting inclusion; (ii) second, to the extent that the number of securities to be included pursuant to clause (i) of this Section 2.3(a) is less than the Section 2.3(a) Sale Number, the remaining shares to be included in such registration shall be allocated on a pro rata basis among all holders requesting that securities be included in such registration pursuant to the exercise of Additional Piggyback Rights (“Piggyback Shares”), based on the aggregate number of Piggyback Shares then owned by each holder requesting inclusion in relation to the aggregate number of Piggyback Shares owned by all holders requesting inclusion, up to the Section 2.3(a) Sale Number; and (iii) third, to the extent that the number of securities to be included pursuant to clauses (i) and (ii) of this Section 2.3(a) is less than the Section 2.3(a) Sale Number, any securities that the Company proposes to register, up to the Section 2.3(a)registration.

Priority in Registrations. (a) If any requested registration made pursuant to Section 2.1 involves an underwritten offering and the lead managing underwriter or managing underwriters of such offering (the “Manager”) shall an Underwritten Offering, other than a Block Trade governed by Section 2(e), advise the Company thatand the Holders that in their reasonable opinion that the inclusion of all of the Holders’ Registrable Securities requested for inclusion in the subject Underwritten Offering (and any related registration, in its view, the number of securities requested if applicable) (and any other [Class A Common Stock] proposed to be included in such registration offering) exceeds the number that can be included without being likely to have a significant adverse effect on the price, timing or distribution of the securities offered or the market for the securities offered, the Company shall include in such Underwritten Offering (and any related registration, if applicable) only that number of shares of [Class A Common Stock] proposed to be included in such Underwritten Offering (and any related registration, if applicable) that, in the reasonable opinion of the managing underwriter or managing underwriters, will not have such adverse effect, with such number to be allocated as follows: (A) in the case of a Requested Underwritten Offering, (1) first, to the WP Member in full with respect to the number of Registrable Securities the WP Member requested for inclusion, (2) second, if there remains availability for additional shares of [Class A Common Stock] to be included in such Underwritten Offering, to the Initiating Holder (if not the WP Member), (3) third, if there remains availability for additional shares of [Class A Common Stock] to be included in such Underwritten Offering, pro-rata among all Holders (other than the Initiating Holder and the WP Member) that have requested to include Registrable Securities in such Underwritten Offering based on the relative number of Registrable Securities then held by each such Holder, (4) fourth, if there remains availability for additional shares of [Class A Common Stock] to be included in such Underwritten Offering, to the Participating Holders or Company, and (5) fifth, if there remains availability for additional shares of [Class A Common Stock] to be included in such Underwritten Offering, to any other personsholders entitled to participate in such Underwritten Offering, including those if applicable, based on the relative number of shares of [Class A Common Stock requested Stock] then held by each such holder; and (B) in the Company case of any other Underwritten Offerings, (x) first, to the Company, (y) second, if there remains availability for additional shares of [Class A Common Stock] to be included in such Underwritten Offering, pro-rata among all Holders desiring to include Registrable Securities in such Underwritten Offering based on the relative number of Registrable Securities then held by each such Holder, and (z) third, if there remains availability for additional shares of [Class A Common Stock] to be included in such registration, exceeds the largest number (the “Section 2.3(a) Sale Number”) that can be sold in an orderly manner pro-rata among any other holders entitled to participate in such offering within a price range acceptable to the Majority Participating Holders, the Company shall use commercially reasonable efforts to include in such registration: (i) first, all Registrable Securities requested to be included in such registration by the Holders thereof; provided, however, thatUnderwritten Offering, if the number of such Registrable Securities exceeds the Section 2.3(a) Sale Number, the number of such Registrable Securities (not to exceed the Section 2.3(a) Sale Number) to be included in such registration shall be allocated on a pro rata basis among all Holders requesting that Registrable Securities be included in such registrationapplicable, based on the relative number of Registrable Securities [Class A Common Stock] then owned held by each such holder. If any Holder requesting inclusion in relation disapproves of the terms of any such Underwritten Offering, such Holder may elect to withdraw therefrom by written notice to the number Company and the managing underwriter(s) delivered on or prior to the time of the commencement of such offering. Any Registrable Securities owned by all Holders requesting inclusion; (ii) second, to the extent that the number of securities to be included pursuant to clause (i) of this Section 2.3(a) is less than the Section 2.3(a) Sale Number, the remaining shares to be included in withdrawn from such registration underwriting shall be allocated on a pro rata basis among all holders requesting that securities be included in such registration pursuant to excluded and withdrawn from the exercise of Additional Piggyback Rights (“Piggyback Shares”), based on the aggregate number of Piggyback Shares then owned by each holder requesting inclusion in relation to the aggregate number of Piggyback Shares owned by all holders requesting inclusion, up to the Section 2.3(a) Sale Number; and (iii) third, to the extent that the number of securities to be included pursuant to clauses (i) and (ii) of this Section 2.3(a) is less than the Section 2.3(a) Sale Number, any securities that the Company proposes to register, up to the Section 2.3(a)registration.