Common use of Piggyback Registration Rights for Underwritten Offerings Clause in Contracts

Piggyback Registration Rights for Underwritten Offerings. (a) If (but without any obligation to do so) the Issuer proposes to register any of its Common Stock under the Securities Act in connection with an underwritten offering of such securities solely for cash, then the Issuer shall give written notice of such proposed offering to the Holders as soon as practicable but not less than ten (10) days before the anticipated filing date of the “red hxxxxxx” prospectus or prospectus supplement used for marketing such offering, which notice shall (A) describe the amount and type of securities to be included in such offering and the name of the proposed managing underwriter or underwriters in such offering, and (B) offer to such Holders the opportunity to include in such underwritten offering such number of Underlying Shares as the Holders may request in writing within five (5) days after receipt of such written notice (such registered offering, a “Piggyback Registration”). Subject to Section 5.8(b), the Issuer shall, in good faith, cause such Underlying Shares to be included in such Piggyback Registration and shall use its commercially reasonable efforts to cause the managing underwriter or underwriters of such Piggyback Registration to permit the Underlying Shares requested by the applicable Holders pursuant to this Section 5.8(a) to be included therein on the same terms and conditions as any similar securities of the Issuer included in such registered offering and to permit the sale of such Underlying Shares in accordance with the intended method of distribution thereof. The inclusion of any of a Holder’s Underlying Shares in a Piggyback Registration shall be subject to such Holder agreeing to enter into an underwriting agreement in customary form with the underwriter(s) selected for such underwritten offering.

Piggyback Registration Rights for Underwritten Offerings. (ai) If (but without any obligation to do so) the Issuer proposes to register any of its Common Stock under the Securities Act in connection with an underwritten offering of such securities solely for cash, then the Issuer shall give written notice of such proposed offering to the Holders Subscriber as soon as practicable but not less than ten (10) days before the anticipated filing date of the “red hxxxxxxxxxxxxx” prospectus or prospectus supplement used for marketing such offering, which notice shall (A) describe the amount and type of securities to be included in such offering and the name of the proposed managing underwriter or underwriters in such offering, and (B) offer to such Holders the Subscriber the opportunity to include in such underwritten offering such number of Underlying Shares Registrable Securities as the Holders Subscriber may request in writing within five (5) days after receipt of such written notice (such registered offering, a “Piggyback Registration”). Subject to clause (ii) of this Section 5.8(b)5.6, the Issuer shall, in good faith, cause such Underlying Shares Registrable Securities to be included in such Piggyback Registration and shall use its commercially reasonable efforts to cause the managing underwriter or underwriters of such Piggyback Registration to permit the Underlying Shares Registrable Securities requested by the applicable Holders Subscriber pursuant to this Section 5.8(aclause (i) to be included therein on the same terms and conditions as any similar securities of the Issuer included in such registered offering and to permit the sale of such Underlying Shares Registrable Securities in accordance with the intended method of distribution thereof. The inclusion of any of a Holderthe Subscriber’s Underlying Shares Registrable Securities in a Piggyback Registration shall be subject to such Holder Subscriber agreeing to enter into an underwriting agreement and, if required by the Underwriters and entered into by the Company and all other selling stockholders thereunder, a lock-up in customary form with the underwriter(s) selected for such underwritten offeringoffering (provided that such lock-up shall not exceed 90 days and if any stockholders are released from such lock-up, the holders of Registrable Securities shall also be released).

Piggyback Registration Rights for Underwritten Offerings. (ai) If (but without any obligation to do so) the Issuer proposes to register any of its Class A Common Stock under the Securities Act in connection with an underwritten offering of such securities solely for cash, then the Issuer shall give written notice of such proposed offering to the Holders Subscriber as soon as practicable but not less than ten (10) days before the anticipated filing date of the “red hxxxxxx” prospectus or prospectus supplement used for marketing such offering, which notice shall (A) describe the amount and type of securities to be included in such offering and the name of the proposed managing underwriter or underwriters in such offering, and (B) offer to such Holders the Subscriber the opportunity to include in such underwritten offering such number of Underlying Shares as the Holders Subscriber may request in writing within five (5) days after receipt of such written notice (such registered offering, a “Piggyback Registration”). Subject to Section 5.8(b5(h)(ii), the Issuer shall, in good faith, cause such Underlying Shares to be included in such Piggyback Registration and shall use its commercially reasonable efforts to cause the managing underwriter or underwriters of such Piggyback Registration to permit the Underlying Shares requested by the applicable Holders Subscriber pursuant to this Section 5.8(a5(h)(i) to be included therein on the same terms and conditions as any similar securities of the Issuer included in such registered offering and to permit the sale of such Underlying Shares in accordance with the intended method of distribution thereof. The inclusion of any of a Holderthe Subscriber’s Underlying Shares in a Piggyback Registration shall be subject to such Holder Subscriber agreeing to enter into an underwriting agreement in customary form with the underwriter(s) selected for such underwritten offering.