Common use of Priority of Piggyback Registration Clause in Contracts

Priority of Piggyback Registration. If the managing underwriter or underwriters of any proposed Underwritten Offering included in a Piggyback Registration determine that that the inclusion of some or all of the Registrable Securities and other securities proposed to be included in the registration and the Underwritten Offering would adversely affect the successful marketing (including pricing) of the offering, then the Company shall include in such Registration Statement only such number of Registrable Securities and other securities as such underwriters have advised the Company can be sold in such offering without such adverse effect, to be allocated in the following manner: (i) in cases initially involving the registration for sale of securities for the Company’s own account: (A) first, one hundred percent (100%) of the securities that the Company proposes to sell for its own account; (B) second, the number of Registrable Securities requested to be included in such offering by the Investor; (C) third, the number of Registrable Securities requested to be included in such offering by any other stockholders holding registration rights; and (D) only if all of the securities referred to in clauses (A) through (B) have been included in such registration, any other securities eligible for inclusion in such registration; and (ii) in cases initially involving the registration for sale of securities for the account of another stockholder pursuant to such stockholder’s exercise of demand registration rights, (A) first, the number of Registrable Securities requested to be included in such offering by such initiating stockholder and the Investor and, pro rata among all such Persons referenced in this clause (A); and (B) if all of the securities referred to in clause (A) have been included in such registration, the number of securities that the Company and any other securityholders propose to sell for their respective account, apportioned as agreed among the Persons referenced in this clause (B).

Priority of Piggyback Registration. If the managing underwriter or underwriters of any proposed Underwritten Offering of Registrable Securities included in a Piggyback Registration determine that that informs the inclusion Company (or in the case of some a Piggyback Registration not being underwritten, the Company determines) that, in its or all their opinion, the number of securities which such Holders and any other Persons intend to include in such offering exceeds the number which can be sold in such offering without being likely to have a significant adverse effect on the price, timing or distribution of the Registrable Securities and other securities proposed offered or the market for the securities offered, then the securities to be included in the registration and the Underwritten Offering would adversely affect the successful marketing such Registration shall be (including pricingi) first, 100% of the offering, then securities that the Company shall include or any Person (other than a Holder of Registrable Securities) exercising a contractual right to demand Registration, as the case may be, proposes to sell; (ii) second, and only if all the securities referred to in such Registration Statement only such clause (i) have been included, the number of Registrable Securities and other securities of the same class as such underwriters Registrable Securities held by other Persons that have advised a contractual right to participate in such Registration that, in the Company opinion of such managing underwriter or underwriters, can be sold in such offering without having such adverse effect, with such number to be allocated pro rata among the Holders and such other Persons that have requested to participate in such Registration based on the following manner: (i) in cases initially involving the registration for sale of securities for the Company’s own account: (A) first, one hundred percent (100%) of the securities that the Company proposes to sell for its own account; (B) second, the relative number of Registrable Securities requested then held by each such Holder or Person (provided that any securities thereby allocated to a Holder or Person that exceed such Holder’s or Person’s request shall be included reallocated among the remaining requesting Holders and Persons in such offering by the Investorlike manner); and (Ciii) third, the number of Registrable Securities requested to be included in such offering by any other stockholders holding registration rights; and (D) only if all of the securities Registrable Securities referred to in clauses (Ai) through and (Bii) have been included in such registrationRegistration, any other securities eligible for inclusion in such registration; and (ii) in cases initially involving the registration for sale of securities for the account of another stockholder pursuant to such stockholder’s exercise of demand registration rights, (A) first, the number of Registrable Securities requested to be included in such offering by such initiating stockholder and the Investor and, pro rata among all such Persons referenced in this clause (A); and (B) if all of the securities referred to in clause (A) have been included in such registration, the number of securities that the Company and any other securityholders propose to sell for their respective account, apportioned as agreed among the Persons referenced in this clause (B)Registration.

Priority of Piggyback Registration. If the managing underwriter or underwriters of any proposed Underwritten Offering of Common Stock included in a Piggyback Registration determine that that informs the inclusion Holders in writing that, in its or their opinion, the total amount of some or all of the Registrable Securities Common Stock which such Holders and any other securities proposed Persons intend to be included in the registration and the Underwritten Offering would adversely affect the successful marketing (including pricing) of the offering, then the Company shall include in such Registration Statement only such offering exceeds the number of Registrable Securities and other securities as such underwriters have advised the Company which can be sold in such offering without such being likely to have an adverse effecteffect on the price, timing or distribution of the Common Stock offered or the market for the Common Stock, then the Common Stock to be included in such registration shall be allocated in the following manner: as follows: (i) in cases initially involving the registration for sale of securities for the Company’s own account: (A) first, one hundred percent (100%) % of the securities Common Stock that the Company proposes or any Person (other than a Holder) exercising a contractual right to registration has proposed to sell for its own account; shall be included therein; (Bii) second, and only if all the Common Stock referenced in clause (i) have been included, the number of Registrable Securities requested that, in the opinion of such underwriter or underwriters, can be sold without having such adverse effect shall be included therein, with such number to be included allocated pro rata among the Holders which have requested participation in the Piggyback Registration (based, for each such offering Holder, on the percentage derived by the Investor; dividing (CA) third, the number of Registrable Securities requested to be included in beneficially owned by such offering Holder on a fully diluted basis; by any other stockholders holding registration rights(B) the aggregate number of Registrable Securities beneficially owned by all such Holders on a fully diluted basis); and (iii) third, and (D) only if all of the securities referred to Common Stock referenced in clauses (Ai) through and (Bii) have been included in such registrationincluded, any other securities Common Stock eligible for inclusion in such registration; and (ii) registration which, in cases initially involving the registration for sale opinion of securities for the account of another stockholder pursuant to such stockholder’s exercise of demand registration rightsunderwriters, (A) first, the number of Registrable Securities requested to can be sold without having such adverse effect shall be included in such offering by such initiating stockholder and the Investor and, pro rata among all such Persons referenced in this clause (A); and (B) if all of the securities referred to in clause (A) have been included in such registration, the number of securities that the Company and any other securityholders propose to sell for their respective account, apportioned as agreed among the Persons referenced in this clause (B)therein.

Priority of Piggyback Registration. If the managing underwriter or underwriters of any proposed Underwritten Offering of a class of Registrable Securities included in a Piggyback Registration determine that that informs the inclusion Company and the holders of some or all such class of the Registrable Securities in writing that, in its or their opinion, the number of securities of such class which such holders and any other securities proposed Persons intend to be included in the registration and the Underwritten Offering would adversely affect the successful marketing (including pricing) of the offering, then the Company shall include in such Registration Statement only such offering exceeds the number of Registrable Securities and other securities as such underwriters have advised the Company which can be sold in such offering without such being likely to have a significant adverse effecteffect on the price, timing or distribution of the securities offered or the market for the securities offered, then the securities to be allocated included in the following manner: such Registration shall be (i) in cases initially involving the registration for sale of securities for the Company’s own account: (A) first, one hundred percent (100%) % of the securities of such class that the Company or (subject to Section 2.7) any Person (other than a holder of Registrable Securities) exercising a contractual right to demand Registration, as the case may be, proposes to sell for its own account; sell, and (Bii) second, and only if all the securities referred to in clause (i) have been included, the number of Registrable Securities of such class that, in the opinion of such managing underwriter or underwriters, can be sold without having such adverse effect, with such number to be allocated pro rata among the holders that have requested to be included participate in such offering by Registration based on the Investor; (C) third, the relative number of Registrable Securities requested of such class then held by each such holder (provided that any securities thereby allocated to a holder that exceed such holder's request shall be included reallocated among the remaining requesting holders in such offering by any other stockholders holding registration rights; like manner) and (Diii) third, and only if all of the securities Registrable Securities referred to in clauses clause (A) through (Bii) have been included in such registrationRegistration, any other securities eligible for inclusion in such registration; and (ii) in cases initially involving the registration for sale of securities for the account of another stockholder pursuant to such stockholder’s exercise of demand registration rights, (A) first, the number of Registrable Securities requested to be included in such offering by such initiating stockholder and the Investor and, pro rata among all such Persons referenced in this clause (A); and (B) if all of the securities referred to in clause (A) have been included in such registration, the number of securities that the Company and any other securityholders propose to sell for their respective account, apportioned as agreed among the Persons referenced in this clause (B)Registration.

Priority of Piggyback Registration. If the managing underwriter or underwriters of any proposed Underwritten Offering of Registrable Securities included in a Piggyback Registration determine that that informs the inclusion Company and the holders of some or all of the Registrable Securities in writing that, in its or their opinion, the number of securities which such holders and any other securities proposed Persons intend to be included in the registration and the Underwritten Offering would adversely affect the successful marketing (including pricing) of the offering, then the Company shall include in such Registration Statement only such offering exceeds the number of Registrable Securities and other securities as such underwriters have advised the Company which can be sold in such offering without such being likely to have a significant adverse effecteffect on the price, timing or distribution of the securities offered or the market for the securities offered, then the securities to be allocated included in the following manner: such Registration shall be (i) in cases initially involving the registration for sale of securities for the Company’s own account: (A) first, one hundred percent (100%) % of the securities that the Company or (subject to Section 2.7) any Person (other than a holder of Registrable Securities) exercising a contractual right to demand Registration, as the case may be, proposes to sell for its own account; sell, and (Bii) second, and only if all the securities referred to in clause (i) have been included, the number of Registrable Securities that, in the opinion of such managing underwriter or underwriters, can be sold without having such adverse effect, with such number to be allocated pro rata among the holders that have requested to be included participate in such offering by Registration based on the Investor; (C) third, the relative number of Registrable Securities requested then held by each such holder (provided that any securities thereby allocated to a holder that exceed such holder's request shall be included reallocated among the remaining requesting holders in such offering by any other stockholders holding registration rights; like manner) and (Diii) third, and only if all of the securities Registrable Securities referred to in clauses clause (A) through (Bii) have been included in such registrationRegistration, any other securities eligible for inclusion in such registration; and (ii) in cases initially involving the registration for sale of securities for the account of another stockholder pursuant to such stockholder’s exercise of demand registration rights, (A) first, the number of Registrable Securities requested to be included in such offering by such initiating stockholder and the Investor and, pro rata among all such Persons referenced in this clause (A); and (B) if all of the securities referred to in clause (A) have been included in such registration, the number of securities that the Company and any other securityholders propose to sell for their respective account, apportioned as agreed among the Persons referenced in this clause (B)Registration.

Priority of Piggyback Registration. If the managing underwriter or underwriters of any proposed Underwritten Offering of Registrable Securities included in a Piggyback Registration determine that that informs the inclusion Company and the Holders of some or all of the Registrable Securities in writing that, in its or their opinion, the number of securities which such Holders and any other securities proposed Persons intend to be included in the registration and the Underwritten Offering would adversely affect the successful marketing (including pricing) of the offering, then the Company shall include in such Registration Statement only such offering exceeds the number of Registrable Securities and other securities as such underwriters have advised the Company which can be sold in such offering without such being likely to have a significant adverse effecteffect on the price, timing or distribution of the securities offered or the market for the securities offered, then the securities to be allocated included in the following manner: such Registration shall be (i) in cases initially involving the registration for sale of securities for the Company’s own account: (A) first, one hundred percent (100%) % of the securities that the Company or (subject to Section 2.07) any Person (other than a Holder) exercising a contractual right to demand Registration, as the case may be, proposes to sell for its own account; sell, and (Bii) second, and only if all the securities referred to in clause (i) have been included, the number of Registrable Securities that, in the opinion of such managing underwriter or underwriters, can be sold without having such adverse effect, with such number to be allocated pro rata among Holders that have requested to be included participate in such offering by Registration based on the Investor; (C) third, the relative number of Registrable Securities requested then held by each such Holder (provided that any securities thereby allocated to a Holder that exceed such Holder's request shall be included reallocated among the remaining requesting Holders in such offering by any other stockholders holding registration rights; like manner) and (Diii) third, and only if all of the securities Registrable Securities referred to in clauses clause (A) through (Bii) have been included in such registrationRegistration, any other securities eligible for inclusion in such registration; and (ii) in cases initially involving the registration for sale of securities for the account of another stockholder pursuant to such stockholder’s exercise of demand registration rights, (A) first, the number of Registrable Securities requested to be included in such offering by such initiating stockholder and the Investor and, pro rata among all such Persons referenced in this clause (A); and (B) if all of the securities referred to in clause (A) have been included in such registration, the number of securities that the Company and any other securityholders propose to sell for their respective account, apportioned as agreed among the Persons referenced in this clause (B)Registration.

Priority of Piggyback Registration. If the managing underwriter or underwriters of any proposed Underwritten Offering included in a Piggyback Registration determine that informs the Company and the holders of such Registrable Securities in writing that the inclusion total amount of some securities which such holders and any other persons or all of the Registrable Securities and other securities proposed entities intend to be included in the registration and the Underwritten Offering would adversely affect the successful marketing (including pricing) of the offering, then the Company shall include in such Registration Statement only such offering exceeds the number of Registrable Securities and other securities as such underwriters have advised the Company which can be sold in such offering without so as to have a significant adverse effect on the price, timing or distribution of the securities offered in such adverse effectoffering or the market for the Company's Equity Securities, then the securities to be allocated included in the following manner: such Registration shall be (i) in cases initially involving the registration for sale of securities for the Company’s own account: (A) first, one hundred percent (100%) % of the securities that the Company proposes to sell for its own account; , and (Bii) second, and only if all the securities referenced in CLAUSE (i) have been included, the number of Registrable Securities that, in the opinion of such underwriter or underwriters, can be sold without having such adverse effect, allocated pro rata among the holders which have requested to be included in such offering by Registration, based on the Investor; (C) third, the number of Registrable Securities securities requested to be included (provided that any securities thereby allocated to any such holder that exceed such person's request will be reallocated among the remaining requesting holders of securities in such offering by any other stockholders holding registration rights; like manner) and (Diii) third, and only if all of the securities referred to Registrable Securities referenced in clauses CLAUSES (Ai) through AND (Bii) have been included in such registrationincluded, any other securities eligible for inclusion in such registration; and (ii) in cases initially involving the registration for sale of securities for the account of another stockholder pursuant to such stockholder’s exercise of demand registration rights, (A) first, the number of Registrable Securities requested to be included in such offering by such initiating stockholder and the Investor and, pro rata among all such Persons referenced in this clause (A); and (B) if all of the securities referred to in clause (A) have been included in such registration, the number of securities that the Company and any other securityholders propose to sell for their respective account, apportioned as agreed among the Persons referenced in this clause (B)Registration.

Priority of Piggyback Registration. If the managing underwriter or underwriters of any proposed Underwritten Offering of a class of Registrable Securities included in a Piggyback Registration determine that that informs the inclusion Company and the holders of some or all such class of the Registrable Securities in writing that, in its or their opinion, the number of securities of such class which such holders and any other securities proposed Persons intend to be included in the registration and the Underwritten Offering would adversely affect the successful marketing (including pricing) of the offering, then the Company shall include in such Registration Statement only such offering exceeds the number of Registrable Securities and other securities as such underwriters have advised the Company which can be sold in such offering without such being likely to have a significant adverse effecteffect on the price, timing or distribution of the securities offered or the market for the securities offered, then the securities to be allocated included in the following manner: such Registration shall be (i) in cases initially involving the registration for sale of securities for the Company’s own account: (A) first, one hundred percent (100%) % of the securities of such class that the Company or (subject to Section 2.7) any Person (other than a holder of Registrable Securities) exercising a contractual right to demand Registration, as the case may be, proposes to sell for its own account; sell, and (Bii) second, and only if all the securities referred to in clause (i) have been included, the number of Registrable Securities of such class that, in the opinion of such managing underwriter or underwriters, can be sold without having such adverse effect, with such number to be allocated PRO RATA among the holders that have requested to be included participate in such offering by Registration based on the Investor; (C) third, the relative number of Registrable Securities requested of such class then held by each such holder (PROVIDED that any securities thereby allocated to a holder that exceed such holder's request shall be included reallocated among the remaining requesting holders in such offering by any other stockholders holding registration rights; like manner) and (Diii) third, and only if all of the securities Registrable Securities referred to in clauses clause (A) through (Bii) have been included in such registrationRegistration, any other securities eligible for inclusion in such registration; and (ii) in cases initially involving the registration for sale of securities for the account of another stockholder pursuant to such stockholder’s exercise of demand registration rights, (A) first, the number of Registrable Securities requested to be included in such offering by such initiating stockholder and the Investor and, pro rata among all such Persons referenced in this clause (A); and (B) if all of the securities referred to in clause (A) have been included in such registration, the number of securities that the Company and any other securityholders propose to sell for their respective account, apportioned as agreed among the Persons referenced in this clause (B)Registration.

Priority of Piggyback Registration. If the managing underwriter or underwriters of any proposed Underwritten Offering offering of Registrable Securities included in a Piggyback Registration determine that informs the Company and the Piggyback Investors in writing that, in its or their opinion, the aggregate number of securities that the inclusion of some or all of the Registrable Securities Piggyback Investors and any other securities proposed Persons intend to be included in the registration and the Underwritten Offering would adversely affect the successful marketing (including pricing) of the offering, then the Company shall include in such Registration Statement only such offering exceeds the number of Registrable Securities and other securities as such underwriters have advised the Company that can be sold in such offering without such being likely to have a significant adverse effecteffect on the price, timing or distribution of the securities offered or the market for the securities offered, then the securities to be allocated included in the following manner: such Registration shall be (i) in cases initially involving the registration for sale of securities for the Company’s own account: (A) first, one hundred percent (100%) of the securities that the Company proposes to sell for its own account; sell, and (Bii) second, and only if all the securities referred to in clause (i) have been included, the aggregate number of the Piggyback Investors’ Registrable Securities requested to be included and any Registrable Securities (as defined in such offering the Registration Rights Agreement, dated November 7, 2019, by and among the Company and certain investors therein (the “Note Registration Rights Agreement”) as of the date hereof) held by the Investor; Investors (Cas defined in the Note Registration Rights Agreement as of the date hereof), who have sought to include such Registrable Securities in the proposed offering, on a pro rata basis based on such aggregate number of such securities, that, in the opinion of such managing underwriter or underwriters, can be sold without having such adverse effect, and (iii) third, the number of Registrable Securities requested to be included in such offering by any other stockholders holding registration rights; and (D) only if all of the securities Registrable Securities referred to in clauses clause (A) through (Bii) have been included in such registrationRegistration, any other securities eligible for inclusion in such registration; and (ii) in cases initially involving the registration for sale of securities for the account of another stockholder pursuant to such stockholder’s exercise of demand registration rights, (A) first, the number of Registrable Securities requested to be included in such offering by such initiating stockholder and the Investor and, pro rata among all such Persons referenced in this clause (A); and (B) if all of the securities referred to in clause (A) have been included in such registration, the number of securities that the Company and any other securityholders propose to sell for their respective account, apportioned as agreed among the Persons referenced in this clause (B)Registration.

Priority of Piggyback Registration. If the managing underwriter or underwriters of any proposed Underwritten Offering of Registrable Securities included in a Piggyback Registration determine that that informs the inclusion Issuer and the Holders of some or all of the Registrable Securities in writing that, in its or their opinion, the number of securities which such Holders and any other securities proposed Persons intend to be included in the registration and the Underwritten Offering would adversely affect the successful marketing (including pricing) of the offering, then the Company shall include in such Registration Statement only such offering exceeds the number of Registrable Securities and other securities as such underwriters have advised the Company which can be sold in such offering without such being likely to have a significant adverse effecteffect on the price, timing or distribution of the securities offered or the market for the securities offered, then the securities to be allocated included in the following manner: such Registration shall be (i) in cases initially involving the registration for sale of securities for the Company’s own account: (A) first, one hundred percent (100%) % of the securities that proposed to be sold in such Registration by the Company proposes Issuer or (subject to sell for its own account; Section 2.07) any Person (Bother than a holder) exercising a contractual right to demand Registration, as the case may be, and (ii) second, and only if all the securities referred to in clause (i) have been included, the number of Registrable Securities that, in the opinion of such managing underwriter or underwriters, can be sold without having such adverse effect, with such number to be allocated pro rata among the Holders that have requested to be included participate in such offering by Registration based on the Investor; (C) third, the relative number of Registrable Securities requested then held by each such Holder; provided, that any securities thereby allocated to a Holder that exceed such Holder’s request shall be included reallocated among the remaining requesting Holders in such offering by any other stockholders holding registration rights; like manner and (Diii) third, and only if all of the securities Registrable Securities referred to in clauses clause (A) through (Bii) have been included in such registrationRegistration, any other securities eligible for inclusion in such registration; and (ii) in cases initially involving the registration for sale of securities for the account of another stockholder pursuant to such stockholder’s exercise of demand registration rights, (A) first, the number of Registrable Securities requested to be included in such offering by such initiating stockholder and the Investor and, pro rata among all such Persons referenced in this clause (A); and (B) if all of the securities referred to in clause (A) have been included in such registration, the number of securities that the Company and any other securityholders propose to sell for their respective account, apportioned as agreed among the Persons referenced in this clause (B)Registration.

Priority of Piggyback Registration. If the managing underwriter or underwriters of any proposed Underwritten Offering of Registrable Securities included in a Piggyback Registration determine that that informs the inclusion of some or all of the Registrable Securities and other securities proposed to be included in the registration Company and the Underwritten Offering would adversely affect Holders that have requested to participate in such Piggyback Registration in writing that, in its or their opinion, the successful marketing (including pricing) number of the offering, then the Company shall securities which such Holders and any other Persons intend to include in such Registration Statement only such offering exceeds the number of Registrable Securities and other securities as such underwriters have advised the Company which can be sold in such offering without such being likely to have a significant adverse effecteffect on the price, timing or distribution of the securities offered or the market for the securities offered, then the securities to be allocated included in the following manner: such Registration shall be (i) in cases initially involving the registration for sale of securities for the Company’s own account: (A) first, one hundred percent (100%) % of the securities that the Company proposes to sell for its own account; sell, (Bii) second, and only if all the securities referred to in clause (i) have been included, the number of Registrable Securities that, in the opinion of such managing underwriter or underwriters, can be sold without having such adverse effect in such Registration, which such number shall be allocated pro rata among the Holders and any other Persons that have requested to be included participate in such offering by Registration based on the Investor; (C) third, the relative number of Registrable Securities requested then held by each such Holder and such other Persons (provided that any securities thereby allocated to a Holder or other Person that exceed such Holder's or other Person's request shall be included reallocated among the remaining requesting Holders and other Persons in such offering by any other stockholders holding registration rights; like manner), and (Diii) third, and only if all of the securities Registrable Securities referred to in clauses clause (A) through (Bii) have been included in such registrationRegistration, any other securities eligible for inclusion in such registration; and (ii) Registration that, in cases initially involving the registration for sale opinion of securities for the account of another stockholder pursuant to managing underwriter or underwriters, can be sold without having such stockholder’s exercise of demand registration rights, (A) first, the number of Registrable Securities requested to be included adverse effect in such offering by such initiating stockholder and the Investor and, pro rata among all such Persons referenced in this clause (A); and (B) if all of the securities referred to in clause (A) have been included in such registration, the number of securities that the Company and any other securityholders propose to sell for their respective account, apportioned as agreed among the Persons referenced in this clause (B)Registration.

Priority of Piggyback Registration. If the managing underwriter or underwriters of any proposed Underwritten Offering of Registrable Securities included in a Piggyback Registration determine that that informs the inclusion Partnership and the Holders of some or all of the Registrable Securities in writing that, in its or their opinion, the number of securities which such Holders and any other securities proposed Persons intend to be included in the registration and the Underwritten Offering would adversely affect the successful marketing (including pricing) of the offering, then the Company shall include in such Registration Statement only such offering exceeds the number of Registrable Securities and other securities as such underwriters have advised the Company which can be sold in such offering without such being likely to have a significant adverse effecteffect on the price, timing or distribution of the securities offered or the market for the securities offered, then the securities to be allocated included in the following manner: such Registration shall be (i) in cases initially involving the registration for sale of securities for the Company’s own account: (A) first, one hundred percent (100%) % of the securities that proposed to be sold in such Registration by the Company Partnership or (subject to Section 2.06) any Person (other than a Holder) exercising a contractual right to demand Registration, as the case may be, proposes to sell for its own account; sell, and (Bii) second, and only if all the securities referred to in clause (i) have been included, the number of Registrable Securities that, in the opinion of such managing underwriter or underwriters, can be sold without having such adverse effect, with such number to be allocated pro rata among the Holders that have requested to be included participate in such offering by Registration based on the Investor; (C) third, the relative number of Registrable Securities requested then held by each such Holder (provided that any securities thereby allocated to a Holder that exceed such Holder’s request shall be included reallocated among the remaining requesting Holders in such offering by any other stockholders holding registration rights; like manner) and (Diii) third, and only if all of the securities Registrable Securities referred to in clauses clause (A) through (Bii) have been included in such registrationRegistration, any other securities eligible for inclusion in such registration; and (ii) in cases initially involving the registration for sale of securities for the account of another stockholder pursuant to such stockholder’s exercise of demand registration rights, (A) first, the number of Registrable Securities requested to be included in such offering by such initiating stockholder and the Investor and, pro rata among all such Persons referenced in this clause (A); and (B) if all of the securities referred to in clause (A) have been included in such registration, the number of securities that the Company and any other securityholders propose to sell for their respective account, apportioned as agreed among the Persons referenced in this clause (B)Registration.

Priority of Piggyback Registration. If the managing underwriter or underwriters of any proposed Underwritten Offering offering of securities included in a Piggyback Registration determine that that informs the inclusion of some or all of the Holders holding Included Registrable Securities in writing that, in its or their opinion, the total number of securities which such Holders and any other securities proposed Persons intend to be included in the registration and the Underwritten Offering would adversely affect the successful marketing (including pricing) of the offering, then the Company shall include in such Registration Statement only such offering exceeds the number of Registrable Securities and other securities as such underwriters have advised the Company which can be sold in such offering without being likely to have an adverse effect on the price, timing or distribution of the securities offered or the market for the securities offered, then the Company will include in such adverse effect, registration securities requested to be allocated included therein in accordance with the following manner: priorities: (i) in cases initially involving the registration for sale of securities for the Company’s own account: (A) first, one hundred percent (. 100%) % of the securities that the Company proposes proposed to sell for its own account; account shall be included therein; (Bii) second, and only if all the securities referenced in clause (i) have been included, the number of Included Registrable Securities requested that, in the opinion of such underwriter or underwriters, can be sold without having such adverse effect shall be included therein, with such number to be included allocated pro rate among the Holders of Included Registrable Securities (based, for each such Holder, on such Holder's Allocation Percentage); provided, however, that if as a result of the provisions of this Section 3(b), any Holder shall not be entitled to include at least 50% of such Holder's Included Registrable Securities, such Holder may withdraw such Holder's request to include all, or any number of such Registrable Securities in such offering by the Investorregistration statement no later than 20 days prior to its effectiveness; and (Ciii) third, the number of Registrable Securities requested to be included in such offering by any other stockholders holding registration rights; and (D) only if all of securities and the securities referred to Registrable Securities referenced in clauses (Ai) through and (B) ii), respectively, have been included in such registrationincluded, any other equity securities eligible for inclusion in such registration; and (ii) registration which, in cases initially involving the registration for sale opinion of securities for the account of another stockholder pursuant to such stockholder’s exercise of demand registration rightsunderwriters, (A) first, the number of Registrable Securities requested to can be sold without having such adverse effect shall be included in such offering by such initiating stockholder and the Investor and, pro rata among all such Persons referenced in this clause (A); and (B) if all of the securities referred to in clause (A) have been included in such registration, the number of securities that the Company and any other securityholders propose to sell for their respective account, apportioned as agreed among the Persons referenced in this clause (B)therein.

Priority of Piggyback Registration. If the managing underwriter or underwriters of any proposed Underwritten Offering of Registrable Securities included in a Piggyback Registration determine that that informs the inclusion of some or all of the Registrable Securities and other securities proposed to be included in the registration Issuer and the Underwritten Offering would adversely affect Holders in writing that, in its or their opinion, the successful marketing (including pricing) number of the offering, then the Company shall securities which such Holders and any other Persons intend to include in such Registration Statement only such offering exceeds the number of Registrable Securities and other securities as such underwriters have advised the Company which can be sold in such offering without such being likely to have a significant adverse effecteffect on the price, timing or distribution of the securities offered or the market for the securities offered, then the securities to be allocated included in the following manner: such Registration shall be (i) in cases initially involving the registration for sale of securities for the Company’s own account: (A) first, one hundred percent (100%) % of the securities that proposed to be sold in such Registration by the Company proposes Issuer or (subject to sell for its own account; Section 2.07(a)) any Person (Bother than a Holder) exercising a contractual right to demand Registration, as the case may be, and (ii) second, and only if all the securities referred to in clause (i) have been included, the number of Registrable Securities that, in the opinion of such managing underwriter or underwriters, can be sold without having such adverse effect, with such number to be allocated pro rata among the Holders that have requested to be included participate in such offering by Registration based on the Investor; (C) third, the relative number of Registrable Securities requested then held by each such Holder; provided, that any securities thereby allocated to a Holder that exceed such Holder’s request shall be included reallocated among the remaining requesting Holders in such offering by any other stockholders holding registration rights; like manner and (Diii) third, and only if all of the securities Registrable Securities referred to in clauses clause (A) through (Bii) have been included in such registrationRegistration, any other securities eligible for inclusion in such registration; and (ii) in cases initially involving the registration for sale of securities for the account of another stockholder pursuant to such stockholder’s exercise of demand registration rights, (A) first, the number of Registrable Securities requested to be included in such offering by such initiating stockholder and the Investor and, pro rata among all such Persons referenced in this clause (A); and (B) if all of the securities referred to in clause (A) have been included in such registration, the number of securities that the Company and any other securityholders propose to sell for their respective account, apportioned as agreed among the Persons referenced in this clause (B)Registration.

Priority of Piggyback Registration. If the managing underwriter or underwriters of any proposed Underwritten Offering of Registrable Securities included in a Piggyback Registration determine that that informs the inclusion Company and the Holders of some or all of the Registrable Securities in writing that, in its or their opinion, the number of securities which such Holders and any other securities proposed Persons intend to be included in the registration and the Underwritten Offering would adversely affect the successful marketing (including pricing) of the offering, then the Company shall include in such Registration Statement only such offering exceeds the number of Registrable Securities and other securities as such underwriters have advised the Company that can be sold in such offering without such being likely to have a significant adverse effecteffect on the price, timing or distribution of the securities offered or the market for the securities offered, then the securities to be allocated included in the following manner: such Registration shall be: (i) in cases initially involving the registration for sale of securities for the Company’s own account: (A) first, one hundred percent (up to 100%) % of the securities that the Company or (subject to Section 2.7) any Person (other than a Holder of Registrable Securities) exercising a contractual right to demand Registration, as the case may be, proposes to sell for its own account; sell; (Bii) second, and only if all the securities referred to in clause (i) have been included, the number of Registrable Securities that, in the opinion of such managing underwriter or underwriters, can be sold without having such adverse effect, with such number to be allocated pro rata among the Holders that have requested to be included participate in such offering by Registration based on the Investor; (C) third, the relative number of Registrable Securities requested then held by each such Holder (provided that any securities thereby allocated to a Holder that exceed such Holder's request shall be included reallocated among the remaining requesting Holders in such offering by any other stockholders holding registration rightslike manner); and (iii) third, and (D) only if all of the securities Registrable Securities referred to in clauses clause (A) through (Bii) have been included in such registrationRegistration, any other securities eligible for inclusion in such registration; and (ii) in cases initially involving the registration for sale of securities for the account of another stockholder pursuant to such stockholder’s exercise of demand registration rights, (A) first, the number of Registrable Securities requested to be included in such offering by such initiating stockholder and the Investor and, pro rata among all such Persons referenced in this clause (A); and (B) if all of the securities referred to in clause (A) have been included in such registration, the number of securities that the Company and any other securityholders propose to sell for their respective account, apportioned as agreed among the Persons referenced in this clause (B)Registration.

Priority of Piggyback Registration. If the managing underwriter or underwriters of any proposed Underwritten Offering included in a Piggyback Registration determine that informs the Company and the holders of such Registrable Securities in writing that the inclusion total amount or kind of some securi- ties which such holders and any other persons or all of the Registrable Securities and other securities proposed entities intend to be included in the registration and the Underwritten Offering would adversely affect the successful marketing (including pricing) of the offering, then the Company shall include in such Registration Statement only such offering exceeds the number of Registrable Securities and other securities as such underwriters have advised the Company which can be sold in such offering without so as to have a significant adverse effect on the price, timing or distribu- tion of the securities offered in such adverse effectoffering or the market for the Company's Common Stock, then the securities to be allocated included in the following manner: such Regis- tration shall be (i) in cases initially involving the registration for sale of securities for the Company’s own account: (A) first, one hundred percent (100%) % of the securities that the Company proposes to sell for its own account; sell, and (Bii) second, and only if all the securities refer- enced in clause (i) have been included, the number of Registrable Securities Securi- ties and securities of other holders with a contractual right to demand registration that, in the opinion of such underwriter or underwriters, can be sold without having such adverse effect, allocated pro rata among the holders and Existing Holders which have requested to be included in such offering by Registration, based on the Investor; (C) third, the number of Registrable Securities securities requested to be included (provided that any securities thereby allocated to any such holder or Existing Holder that exceed such person's request will be reallocated among the remaining requesting holders and Existing Holders of securities in such offering by any other stockholders holding registration rights; like manner) and (Diii) third, and only if all of the securities referred to Registrable Securities referenced in clauses (Ai) through and (Bii) have been included in such registrationincluded, any other securities eligible for inclusion in such registration; and (ii) in cases initially involving the registration for sale of securities for the account of another stockholder pursuant to such stockholder’s exercise of demand registration rights, (A) first, the number of Registrable Securities requested to be included in such offering by such initiating stockholder and the Investor and, pro rata among all such Persons referenced in this clause (A); and (B) if all of the securities referred to in clause (A) have been included in such registration, the number of securities that the Company and any other securityholders propose to sell for their respective account, apportioned as agreed among the Persons referenced in this clause (B)Registration.

Priority of Piggyback Registration. If the managing underwriter or underwriters of any proposed Underwritten Offering of Registrable Securities included in a Piggyback Registration determine that that informs the inclusion of some or all of the Registrable Securities and other securities proposed to be included in the registration Company and the Underwritten Offering would adversely affect Holders that have requested to participate in such Piggyback Registration in writing that, in its or their opinion, the successful marketing (including pricing) number of the offering, then the Company shall securities which such Holders and any other Persons intend to include in such Registration Statement only such offering exceeds the number of Registrable Securities and other securities as such underwriters have advised the Company which can be sold in such offering without such being likely to have a significant adverse effecteffect on the price, timing or distribution of the securities offered or the market for the securities offered, then the securities to be allocated included in the following manner: such Registration shall be (i) in cases initially involving the registration for sale of securities for the Company’s own account: (A) first, one hundred percent (100%) % of the securities that the Company or (subject to Section 2.07) any Person (other than a Holder) exercising a contractual right to demand Registration, as the case may be, proposes to sell for its own account; sell, (Bii) second, and only if all the securities referred to in clause (i) have been included, the number of Registrable Securities that, in the opinion of such managing underwriter or underwriters, can be sold without having such adverse effect in such Registration, which such number shall be allocated pro rata among the Holders that have requested to be included participate in such offering by Registration based on the Investor; (C) third, the relative number of Registrable Securities requested then held by each such Holder (provided, that any securities thereby allocated to a Holder that exceed such H▇▇▇▇▇’s request shall be included reallocated among the remaining requesting Holders in such offering by any other stockholders holding registration rights; like manner), and (Diii) third, and only if all of the securities Registrable Securities referred to in clauses clause (A) through (Bii) have been included in such registrationRegistration, any other securities eligible for inclusion in such registration; and (ii) Registration that, in cases initially involving the registration for sale opinion of securities for the account of another stockholder pursuant to managing underwriter or underwriters, can be sold without having such stockholder’s exercise of demand registration rights, (A) first, the number of Registrable Securities requested to be included adverse effect in such offering by such initiating stockholder and the Investor and, pro rata among all such Persons referenced in this clause (A); and (B) if all of the securities referred to in clause (A) have been included in such registration, the number of securities that the Company and any other securityholders propose to sell for their respective account, apportioned as agreed among the Persons referenced in this clause (B)Registration.

Priority of Piggyback Registration. If the managing underwriter or underwriters of any proposed Underwritten Offering of Registrable Securities included in a Piggyback Registration determine that that informs the inclusion of some or all of the Registrable Securities and other securities proposed to be included in the registration Company and the Underwritten Offering would adversely affect Eligible Shareholders in writing that, in its or their opinion, the successful marketing (including pricing) number of the offering, then the Company shall securities which such Eligible Shareholders and any other Persons intend to include in such Registration Statement only such offering exceeds the number of Registrable Securities and other securities as such underwriters have advised the Company which can be sold in such offering without such being likely to have a significant adverse effecteffect on the price, timing or distribution of the securities offered or the market for the securities offered, then the securities to be allocated included in the following manner: such Registration shall be (i) in cases initially involving the registration for sale of securities for the Company’s own account: (A) first, one hundred percent (100%) all of the securities that the Company proposes to sell for its own account; sell, (Bii) second, and only if all the securities referred to in clause (i) have been included, the number of Registrable Securities that, in the opinion of such managing underwriter or underwriters, can be sold without having such adverse effect, with such number to be allocated pro rata among the Eligible Shareholders that have requested to be included participate in such offering by Registration based on the Investor; (C) third, the relative number of Registrable Securities requested then held by each such Eligible Shareholder (provided that any securities thereby allocated to an Eligible Shareholder that exceed such Eligible Shareholder’s request shall be included reallocated among the remaining requesting Eligible Shareholders in such offering by any other stockholders holding registration rights; like manner), (iii) third, and (D) only if all of the securities Registrable Securities referred to in clauses clause (A) through (Bii) have been included in such registrationRegistration and subject to Section 2.7, the number of securities that any Person (other than an Eligible Shareholder of Registrable Securities) exercising a contractual right to demand Registration proposes to sell, and (iv) fourth, and only if all of the Registrable Securities referred to in clause (iii) have been included in such Registration, any other securities eligible for inclusion in such registration; and (ii) in cases initially involving the registration for sale of securities for the account of another stockholder pursuant to such stockholder’s exercise of demand registration rights, (A) first, the number of Registrable Securities requested to be included in such offering by such initiating stockholder and the Investor and, pro rata among all such Persons referenced in this clause (A); and (B) if all of the securities referred to in clause (A) have been included in such registration, the number of securities that the Company and any other securityholders propose to sell for their respective account, apportioned as agreed among the Persons referenced in this clause (B)Registration.