Common use of Priority for Piggyback Registration Clause in Contracts

Priority for Piggyback Registration. 3.4.1 Notwithstanding any other provision of this Section 3, if the managing underwriter of an underwritten public offering determines and advises the Company and the Holders in writing that the inclusion of all Registrable Securities proposed to be included by the Holders of Registrable Securities in the underwritten public offering would materially and adversely interfere with the successful marketing of the Company’s securities in the Proposed Registration, then the Holders of Registrable Securities shall not be permitted to include any Registrable Securities in excess of the amount, if any, of Registrable Securities which the managing underwriter of such underwritten public offering shall reasonably and in good faith agree in writing to include in such public offering in addition to the amount of securities to be registered for the Company. Upon such an event, the Company will be obligated to include in such Registration Statement, as to each Holder, only a portion of the Registrable Securities such Holder has requested be registered equal to the ratio which such Holder’s requested Registrable Securities bears to the total number of Registrable Securities requested to be included in such Registration Statement by all Holders who have requested that their Registrable Securities be included in such Registration Statement, and no party, other than the Company and the Holders of Registrable Securities, shall be permitted to include their shares of Registrable Securities in any such Proposed Registration. The securities to be included in a Proposed Registration initiated by the Company shall be allocated: first, to the Company; second, pari passu to the Holders, and third, to any others requesting registration of securities of the Company.

Priority for Piggyback Registration. 3.4.1 6.4.4.1 Notwithstanding any other provision of this Section 36.4, if the managing underwriter of an underwritten public offering determines and advises the Company and the Holders Investors in writing that the inclusion of all Registrable Securities Conversion Shares proposed to be included by the Holders of Registrable Securities Investors in the underwritten public offering would materially and adversely interfere with the successful marketing of the Company’s securities in the Proposed Registration, then the Holders of Registrable Securities Investors shall not be permitted to include any Registrable Securities Conversion Shares in excess of the amount, if any, of Registrable Securities Conversion Shares which the managing underwriter of such underwritten public offering shall reasonably and in good faith agree in writing to include in such public offering in addition to the amount of securities to be registered for the Company. Upon such an event, the The Company will be obligated to include in such Registration StatementProposed Registration, as to each HolderInvestor, only a portion of the Registrable Securities Conversion Shares such Holder Investor has requested be registered equal to the ratio which such HolderInvestor’s requested Registrable Securities Conversion Shares bears to the total number of Registrable Securities Conversion Shares requested to be included in such Proposed Registration Statement by all Holders Investors who have requested that their Registrable Securities Conversion Shares be included in such Registration Statement, and no party, other than the Company and the Holders of Registrable SecuritiesInvestors, shall be permitted to include their shares of Registrable Securities Conversion Shares in any such Proposed Registration unless such shares are also limited on a pro rata basis equal to the ratio which such party’s requested Conversion Shares bear to the total number of Conversion Shares requested to be included in such Proposed Registration by all Investors who have requested that their Conversion Shares be included in such Proposed Registration. The securities to be included in a Proposed Registration initiated by the Company shall be allocated: first, to the Company; second, pari passu to the HoldersInvestors, and third, to any others requesting registration of securities of the Company.

Priority for Piggyback Registration. 3.4.1 6.4.4.1 Notwithstanding any other provision of this Section 36.4, if the managing underwriter of an underwritten public offering determines and advises the Company and the Holders A Investors in writing that the inclusion of all Registrable Securities Conversion Shares proposed to be included by the Holders of Registrable Securities A Investors in the underwritten public offering would materially and adversely interfere with the successful marketing of the Company’s securities in the Proposed Registration, then the Holders of Registrable Securities A Investors shall not be permitted to include any Registrable Securities Conversion Shares in excess of the amount, if any, of Registrable Securities Conversion Shares which the managing underwriter of such underwritten public offering shall reasonably and in good faith agree in writing to include in such public offering in addition to the amount of securities to be registered for the Company. Upon such an event, the The Company will be obligated to include in such Registration StatementProposed Registration, as to each HolderA Investor, only a portion of the Registrable Securities Conversion Shares such Holder A Investor has requested be registered equal to the ratio which such HolderA Investor’s requested Registrable Securities Conversion Shares bears to the total number of Registrable Securities Conversion Shares requested to be included in such Proposed Registration Statement by all Holders A Investors who have requested that their Registrable Securities Conversion Shares be included in such Registration Statement, and no party, other than the Company and the Holders of Registrable SecuritiesA Investors, shall be permitted to include their shares of Registrable Securities Conversion Shares in any such Proposed Registration unless such shares are also limited on a pro rata basis equal to the ratio which such party’s requested Conversion Shares bear to the total number of Conversion Shares requested to be included in such Proposed Registration by all A Investors who have requested that their Conversion Shares be included in such Proposed Registration. The securities to be included in a Proposed Registration initiated by the Company shall be allocated: first, to the Company; second, pari passu to the HoldersA Investors, and third, to any others requesting registration of securities of the Company.

Priority for Piggyback Registration. 3.4.1 Notwithstanding any other provision of this Section 3ARTICLE I, if the managing underwriter of an underwritten public offering determines and advises the Company and the Participating Holders in writing that the inclusion of all Registrable Securities proposed to be included by the Participating Holders of Registrable Securities in the underwritten public offering would materially and adversely interfere with the successful marketing of the Company’s securities in the Proposed Registrationsecurities, then the Participating Holders of Registrable Securities shall not be permitted to include any Registrable Securities in excess of the amount, if any, of Registrable Securities which the managing underwriter of such underwritten public offering shall reasonably and in good faith agree in writing to include in such public offering in addition to the amount of securities to be registered for the account of the Company. Upon In no event shall any Registrable Securities be excluded from such an event, the offering unless all other stockholders’ securities are excluded. The Company will be obligated to include in such Registration Statement, as to each Participating Holder, only a that portion of the Registrable Securities such Participating Holder has requested be registered equal to the product of (i) the total number of Registrable Securities which the managing underwriter agrees to include in the public offering and (ii) the ratio which such Participating Holder’s requested Registrable Securities bears to the total number of Registrable Securities requested to be included in such Registration Statement by all Participating Holders who have requested that their Registrable Securities be included in such Registration Statement. It is acknowledged by the parties hereto that pursuant to the foregoing provision, and no party, other than the Company and the Holders of Registrable Securities, shall be permitted to include their shares of Registrable Securities in any such Proposed Registration. The securities to be included in a Proposed Registration registration initiated by the Company shall be allocated: first, to the Company; second, pari passu to the Holders, and third, to any others requesting registration of securities of the Company.:

Priority for Piggyback Registration. 3.4.1 Notwithstanding any other provision of this Section 3ARTICLE II, if the managing underwriter of an underwritten public offering determines and advises the Company and the Participating Holders in writing that the inclusion of all Registrable Securities proposed to be included by the Participating Holders of Registrable Securities in the underwritten public offering would materially and adversely interfere with the successful marketing of the Company’s securities in the Proposed Registrationsecurities, then the Participating Holders of Registrable Securities shall not be permitted to include any Registrable Securities in excess of the amount, if any, of Registrable Securities which the managing underwriter of such underwritten public offering shall reasonably and in good faith agree in writing to include in such public offering in addition to the amount of securities to be registered for the account of the Company. Upon In no event shall any Registrable Securities be excluded from such an eventoffering unless all other stockholders’ securities are excluded other than those stockholder’s making the demand, the if any. The Company will be obligated to include in such Registration Statement, as to each Participating Holder, only a that portion of the Registrable Securities such Participating Holder has requested be registered equal to the product of (i) the total number of Registrable Securities which the managing underwriter agrees to include in the public offering and (ii) the ratio which such Participating Holder’s requested Registrable Securities bears to the total number of Registrable Securities requested to be included in such Registration Statement by all Participating Holders who have requested that their Registrable Securities be included in such Registration Statement. It is acknowledged by the parties hereto that pursuant to the foregoing provision, and no party, other than the Company and the Holders of Registrable Securities, shall be permitted to include their shares of Registrable Securities in any such Proposed Registration. The securities to be included in a Proposed Registration registration initiated by the Company shall be allocated: firstallocated as set forth below (with cutbacks, to the Company; secondif any, pari passu to the Holders, and third, to any others requesting registration of securities of the Company.being made in reverse order) :

Priority for Piggyback Registration. 3.4.1 Notwithstanding any other provision of this Section 3, if the managing underwriter of an underwritten public offering determines and advises the Company and the Holders in writing that the inclusion of all Registrable Securities Warrant Shares proposed to be included by the Holders of Registrable Securities Warrant Shares in the underwritten public offering would materially and adversely interfere with the successful marketing of the Company’s securities in the Proposed Registration's securities, then the Holders of Registrable Securities Warrant Shares shall not be permitted to include any Registrable Securities Warrant Shares in excess of the amount, if any, of Registrable Securities which Warrant Shares that the managing underwriter of such underwritten public offering shall reasonably and in good faith agree in writing to include in such public offering in addition to the amount of securities to be registered for the Company. Upon such an eventSubject to the immediately preceding sentence, the Company will be obligated to include in such Registration Statement, as to each Participating Holder, only a portion of the Registrable Securities Warrant Shares such Participating Holder has requested be registered equal to the ratio which that such Participating Holder’s 's requested Registrable Securities Warrant Shares bears to the total number of Registrable Securities Warrant Shares requested to be included in such Registration Statement by all Participating Holders who have requested that their Registrable Securities Warrant Shares be included in such Registration Statement. It is acknowledged by the parties hereto that pursuant to the foregoing provision, and no party, other than the Company and the Holders of Registrable Securities, shall be permitted to include their shares of Registrable Securities in any such Proposed Registration. The securities to be included in a Proposed Registration registration initiated by the Company shall be allocated: (i) first, to the Company; (ii) second, pari passu to the Participating Holders, ; and (iii) third, to any others requesting registration of securities of the Company.. (e)

Priority for Piggyback Registration. 3.4.1 Notwithstanding any other provision of this Section 3hereof, if the managing underwriter of an underwritten public offering determines and advises the Company and the Participating Holders in writing that the inclusion of all Registrable Securities and other securities proposed to be included in the Registration Statement proposed to be included by the Participating Holders of Registrable Securities in the underwritten public offering would materially and adversely interfere with the successful marketing of the Company’s securities in the Proposed Registrationsecurities, then the Participating Holders of Registrable Securities shall not be permitted to include any Registrable Securities in excess of the amount, if any, of Registrable Securities which the managing underwriter of such underwritten public offering shall reasonably and in good faith agree in writing to include in such public offering in addition to the amount of securities to be registered for the account of the Company. Upon In no event shall any Registrable Securities be excluded from such an event, the offering unless all other Holders’ securities are excluded. The Company will be obligated to include in such Registration Statement, as to each Participating Holder, only a that portion of the Registrable Securities such Participating Holder has requested be registered equal to the product of (i) the aggregate principal amount of Registrable Securities and other securities which the managing underwriter agrees to include in the public offering and (ii) the ratio which the principal amount of such Participating Holder’s requested Registrable Securities bears to the total number aggregate principal amount of Registrable Securities requested to be included in such Registration Statement by all Participating Holders who have requested that their Registrable Securities be included in such Registration Statement and other securities proposed to be included in the Registration Statement. It is acknowledged by the parties hereto that pursuant to the foregoing provision, and no party, other than the Company and the Holders of Registrable Securities, shall be permitted to include their shares of Registrable Securities in any such Proposed Registration. The securities to be included in a Proposed Registration registration initiated by the Company shall be allocated: first, to the Company; second, pari passu to the Holders, and third, to any others requesting registration of securities of the Company.:

Priority for Piggyback Registration. 3.4.1 Notwithstanding any other provision of this Section 3Article 1, if the managing underwriter of an underwritten public offering determines and advises the Company and the Holders in writing that the inclusion of all Registrable Securities proposed to be included by the Holders of Registrable Securities in the underwritten public offering would materially and adversely interfere with the successful marketing of the Company’s securities in the Proposed Registration's securities, then the Holders of Registrable Securities shall not be permitted to include any Registrable Securities in excess of the amount, if any, of Registrable Securities which the managing underwriter of such underwritten public offering shall reasonably and in good faith agree in writing to include in such public offering in addition to the amount of securities to be registered for the Company. Upon such an event, the The Company will be obligated to include in such Registration Statement, as to each Holder, only a portion of the Registrable Securities such Holder has requested be registered equal to the ratio which such Holder’s 's requested Registrable Securities bears to the total number of Registrable Securities requested to be included in such Registration Statement by all Holders who have requested that their Registrable Securities be included in such Registration Statement. It is acknowledged by the parties hereto that pursuant to the foregoing provision, and no party, other than the Company and the Holders of Registrable Securities, shall be permitted to include their shares of Registrable Securities in any such Proposed Registration. The securities to be included in a Proposed Registration registration initiated by the Company shall be allocated: first, to the Company; second, pari passu to the Holders, and third, to any others requesting registration of securities of the Company.: