Common use of Priority on Secondary Piggyback Registrations Clause in Contracts

Priority on Secondary Piggyback Registrations. If a Piggyback Registration is initiated as an underwritten registration on behalf of a holder of Purchaser Shares other than Seller (and Seller has elected to include Registrable Securities in such Piggyback Registration), and the managing underwriters advise Purchaser that in their opinion the number of Purchaser Shares proposed to be included in such registration exceeds the number of Purchaser Shares (of any class) which can be sold in such offering without materially delaying or jeopardizing the success of the offering (including the price per share of Purchaser Shares to be sold in such offering), then Purchaser shall include in such registration (i) first, the number of Purchaser Shares requested to be included therein by the holder(s) initially requesting such registration; (ii) second, the number of Purchaser Shares requested to be included therein by other holders of Purchaser Shares, including Seller (if Seller has elected to include Registrable Securities in such Piggyback Registration), pro rata among such holders on the basis of the number of Purchaser Shares requested to be included therein by such holders or as such holders and Purchaser may otherwise agree (with allocations among different classes of Purchaser Shares, if more than one are involved, to be determined by Purchaser); and (iii) third, the number of Purchaser Shares that Purchaser proposes to sell.

Priority on Secondary Piggyback Registrations. If a Piggyback Registration is initiated as an underwritten registration on behalf of a holder of Purchaser Shares other than Seller (and Seller has elected to include Registrable Securities in such Piggyback Registration)the Investor, and the managing underwriters advise Purchaser the Company that in their opinion the number of Purchaser Shares proposed to be included in such registration exceeds the number of Purchaser Shares (of any class) which can be sold in such offering without materially delaying or jeopardizing the success of the offering (including the price per share of Purchaser the Shares to be sold in such offering), then Purchaser the Company shall include in such registration and offering only such number of Shares that in the opinion of such underwriters can be sold in such offering without materially delaying or jeopardizing the success of the offering (including the price per share of the Shares proposed to be sold in such underwritten offering), which Shares will be so included in the following order of priority: (i) first, the number of Purchaser Shares requested to be included therein by the holder(s) initially requesting such registration; , (ii) second, the number of Purchaser Shares requested to be included therein by other holders of Purchaser Shares, Shares including Seller the Investor (if Seller the Investor has elected to include Registrable Securities Shares in such Piggyback Registration)) and (iii) third, the number of Shares that the Company proposes to sell, pro rata among such holders on the basis of the number of Purchaser Shares requested to be included therein by such holders or as such holders and Purchaser the Company may otherwise agree (with allocations among different classes of Purchaser Shares, if more than one are involved, to be determined by Purchaserthe Company); and (iii) third, the number of Purchaser Shares that Purchaser proposes to sell.

Priority on Secondary Piggyback Registrations. If a Piggyback Registration is initiated as an underwritten secondary registration on behalf of a holder holders of Purchaser Shares the Company’ securities (other than Seller (and Seller has elected to include holders of Registrable Securities in such Piggyback Registration), Securities) and the managing underwriters advise Purchaser the Company in writing that in their opinion the number of Purchaser Shares proposed securities requested to be included in such registration exceeds the number of Purchaser Shares (securities that can be sold within a price range acceptable to the holders of any class) which the Company’ securities initially requesting such registration, then the Company shall include in such registration only that number of securities that in the opinion of such underwriters can be sold in such offering without materially delaying or jeopardizing adversely affecting the success marketability of the offering (including the within such price per share of Purchaser Shares range, with priority for inclusion to be sold in such offering), then Purchaser shall include in such registration determined as follows: (i) first, the number of Purchaser Shares Registrable Securities requested to be included therein by the holder(s) initially requesting in such registration; (ii) second, that in the number opinion of Purchaser Shares requested to such underwriters can be included therein by other holders of Purchaser Shares, including Seller (if Seller has elected to include Registrable Securities sold in an orderly manner without such Piggyback Registration)adverse effect, pro rata among such the respective holders thereof on the basis of the number of Purchaser Shares Registrable Securities owned by each such holder, and (ii) second, any other securities requested to be included therein by in such registration, the inclusion of which the holders or as such holders and Purchaser may otherwise agree (with allocations among different classes of Purchaser Shares, if more than one are involved, a majority of the Summit Investor Registrable Securities to be determined by Purchaser); and (iii) thirdincluded in such registration have consented to in writing, that in the opinion of such underwriters can be sold in an orderly manner without such adverse effect, pro rata among the respective holders thereof on the basis of the number of Purchaser Shares that Purchaser proposes to sellsuch securities owned by each such holder.

Priority on Secondary Piggyback Registrations. If a Piggyback Registration is initiated as an underwritten registration on behalf the Company registers Registerable Securities for any Holder pursuant to clause (iii) of a holder of Purchaser Shares other than Seller (and Seller has elected to include Registrable Securities in such Piggyback Registration), Section 3(a) and the managing underwriters advise Purchaser that the Company that, in their opinion opinion, the number of Purchaser Shares Registerable Securities proposed to be included in an Underwritten Offering in connection with such registration Registration Statement exceeds the number of Purchaser Shares (of any class) which Registerable Securities that can be sold in such offering without materially delaying or jeopardizing the success of the such offering (including the price per share of Purchaser the Shares proposed to be sold in such offering) (the “Secondary Piggyback Maximum Number of Shares”), then Purchaser the Company shall include in such registration offering: (i) first, the number of Purchaser Shares all Registerable Securities requested to be included therein by all Holders on a pro rata basis based on the holder(s) initially requesting number of Registerable Securities Beneficially Owned by each such registration; Holder without exceeding the Secondary Piggyback Maximum Number of Shares and (ii) second, to the extent that the Secondary Piggyback Maximum Number of Shares has not been reached under the foregoing clause (i), up to the number of Purchaser Shares requested to be included therein issued and sold by other holders of Purchaser Shares, including Seller (if Seller has elected to include Registrable Securities the Company in such Piggyback Registration), pro rata among such holders on the basis of the number of Purchaser Shares requested to be included therein by such holders or as such holders and Purchaser may otherwise agree (with allocations among different classes of Purchaser Sharesoffering, if more than one are involvedany, to be determined by Purchaser); and (iii) third, without exceeding the number Secondary Piggyback Maximum Number of Purchaser Shares that Purchaser proposes to sellShares.

Priority on Secondary Piggyback Registrations. If a Piggyback Registration is initiated as an underwritten registration on behalf of (i) in the case of an RJB Holder, a holder of Purchaser Shares securities other than Seller an RJB Holder and (and Seller has elected to include Registrable Securities ii) in such Piggyback Registration)the case of a S▇▇▇▇▇▇▇ Holder, a holder of securities other than a S▇▇▇▇▇▇▇ Holder, and in each case the managing underwriters advise Purchaser the Company that in their good faith opinion the number of Purchaser Shares securities proposed to be included in such registration exceeds the number of Purchaser Shares (of any class) securities which can be sold in such offering without materially delaying or jeopardizing the success of the offering (including the price per share of Purchaser Shares security proposed to be sold in such offering), then Purchaser the Company shall include in such registration (i) first, the number of Purchaser Shares securities requested to be included therein by the holder(s) initially requesting such registration; registration (including any Initiating Holders), (ii) second, the number of Purchaser Shares securities requested to be included therein by other holders of Purchaser Shares, securities including Seller any other Holders (if Seller has any other Holders have elected to include Registrable Securities in such Piggyback Registration), pro rata (as nearly as practicable) among such participating holders on the basis of the number of Purchaser Shares securities requested to be included therein by such holders or as such holders and Purchaser the Company may otherwise agree (with allocations among different classes of Purchaser Shares, if more than one are involved, to be determined by Purchaser); and (iii) third, the number of Purchaser Shares securities that Purchaser the Company proposes to sell. For the avoidance of doubt, if a Piggyback Registration is effected pursuant to this Section 3 by certain Holders with regard to a Demand Registration Statement resulting from a Demand Registration initiated by one or more other Holders that are parties hereto, the underlying Demand Registration would still be deemed to have been effected for the Initiating Holders.