Common use of Priority in Demand Registration Clause in Contracts

Priority in Demand Registration. In a registration pursuant to Section 2.1 hereof involving an underwritten offering, if the managing underwriter or underwriters of such underwritten offering have informed, in writing, the Company and the Selling Holders who have requested such Demand Registration or who have sought inclusion therein that in such underwriter's or underwriters' opinion the total number of securities which the Selling Holders and any other Person desiring to participate in such registration intend to include in such offering is such as to adversely affect the success of such offering, including the price at which such securities can be sold, then the Company will be required to include in such registration only the amount of securities which it is so advised should be included in such registration. In such event securities shall be registered in such registration in the following order of priority: (i) first, the securities which have been requested to be included in such registration by the Holders of Registrable Securities pursuant to this Agreement and the Demand Right Holders (pro rata based on the amount of securities sought to be registered by such Persons), (ii) second, provided that no securities sought to be included by the Holders and the Demand Right Holders have been excluded from such registration, the securities of other Persons entitled to exercise "piggy-back" registration rights pursuant to contractual commitments of the Company (pro rata based on the amount of securities sought to be registered by such Persons) and (iii) third, securities the Company proposes to register.

Priority in Demand Registration. In a registration pursuant to Section 2.1 hereof involving an underwritten offering, if the managing underwriter or underwriters of such underwritten offering have informed, in writing, the Company and the Selling Holders who have requested such Demand Registration or who have sought inclusion therein that in such underwriter's or underwriters' opinion the total number of securities which the Selling Holders and any other Person desiring to participate in such registration intend to include in such offering is such as to adversely affect the success of such offering, including the price at which such securities can be sold, then the Company will be required to include in such registration only the amount of securities which it is so advised should be included in such registration. In such event event, securities shall be registered in such registration in the following order of priority: (i) first, the securities which have been requested to be included in such registration by the Holders of Registrable Registerable Securities pursuant to this Agreement and the Demand Right Holders (pro rata based on the amount of securities sought to be registered by such Persons), (ii) second, provided that no securities sought to be included by the Holders and the Demand Right Holders have been excluded from such registration, the securities of other Persons entitled to exercise "piggy-back" registration rights pursuant to contractual commitments of the Company (pro rata based on the amount of securities sought to be registered by such Persons) and (iii) third, securities the Company proposes to register.

Priority in Demand Registration. In a registration pursuant to Section 2.1 hereof involving an underwritten offering, if the managing underwriter or underwriters of such underwritten offering have informed, in writing, the Company and the Selling Holders who have requested such Demand Registration or who have sought inclusion therein that in such underwriter's or underwriters' opinion the total number of securities which the Selling Holders and any other Person desiring to participate in such registration intend to include in such offering is such as to adversely affect the success of such offering, including the price at which such securities can be sold, then the Company will be required to include in such registration only the amount of securities which it is so advised should be included in such registration. In such event securities shall be registered in such registration in the following order of priority: (i) firstFIRST, the securities which have been requested to be included in such registration by the Holders of Registrable Securities pursuant to this Agreement and the Demand Right Holders (pro rata based on the amount of securities sought to be registered by such Persons), (ii) secondSECOND, provided that no securities sought to be included by the Holders and the Demand Right Holders have been excluded from such registration, the securities of other Persons entitled to exercise "piggy-back" registration rights pursuant to contractual commitments of the Company (pro rata based on the amount of securities sought to be registered by such Persons) and (iii) thirdTHIRD, securities the Company proposes to register.

Priority in Demand Registration. In a registration pursuant to Section 2.1 hereof Demand Registration involving an underwritten offering, if the managing underwriter or underwriters of such underwritten offering have informed, in writing, informed the Company and the Selling Holders who have requested such Demand Registration or who have sought inclusion therein that in such underwriter's ’s or underwriters' ’ opinion the total number of securities which the Selling Holders and any other Person desiring which has exercised “piggy-back” registration rights pursuant to participate in such registration contractual commitments of the Company intend to include in such offering is such as to adversely affect exceeds the success number of securities which can be sold without having an adverse effect on such offering, including the price at which such securities can be sold, then the Company will be required to include in such registration only the amount of securities which it is so advised should be included in such registration. In such event event, securities shall be registered in such registration in the following order of priority: (i) first, the securities which have been requested to be included in such registration by the Selling Holders of Registrable Securities pursuant to this Agreement and the Demand Right Holders Exhibit E (pro rata based on the amount of securities sought to be registered by such Persons), Holders) and (ii) second, provided that no securities sought to be included by the Holders and the Demand Right Selling Holders have been excluded from such registration, the securities of other Persons entitled to exercise "“piggy-back" ” registration rights pursuant to contractual commitments of the Company (pro rata based on the amount of securities sought to be registered by such Persons) and (iii) third, securities the Company proposes to register).

Priority in Demand Registration. In a registration pursuant to Section 2.1 hereof involving an underwritten offering, if the managing underwriter or underwriters of such underwritten offering have informed, in writing, the Company and the Selling Holders who have requested such Demand Registration or who have sought inclusion therein that in such underwriter's or underwriters' opinion the total number of securities which the Selling Holders and any other Person desiring to participate in such registration intend to include in such offering is such as to adversely affect the success of such offering, including the price at which such securities can be sold, then the Company will be required to include in such registration only the amount of securities which it is so advised should be included in such registration. In such event securities shall be registered in such registration in the following order of priority: (i) first, the securities which have been requested to be included in such registration by the Holders of Registrable Securities pursuant to this Agreement and the Demand Right Holders (pro rata based on the amount of securities sought to be registered by such Persons), (ii) second, provided that no securities sought to be included by the Holders and the Demand Right Holders have been excluded from such registration, the securities of other Persons entitled to exercise "piggy-back" registration rights pursuant to contractual commitments of the Company (pro rata based on the amount of securities sought to be registered by such Persons) and (iii) third, securities the Company proposes to register.contractual

Priority in Demand Registration. In a registration pursuant to Section 2.1 5.01 hereof involving an underwritten offering, if the managing underwriter or underwriters of such underwritten offering have informed, in writing, the Company and the Selling Holders who have requested such Demand Registration or who have sought inclusion therein Registered Stockholder that in such underwriter's or underwriters' opinion the total number of securities which the Selling Holders Registered Stockholder and any other Person desiring person entitled to participate in such registration pursuant to Section 5.01 hereof intend to include in such offering is such as to adversely affect the success of such offering, including the price at which such securities can be sold, then the Company will be required to include in such registration only the amount of securities which it is so advised should be included in such registration. In such event event, securities shall be registered in such registration in the following order of priority: (i) first, the securities Registrable Common Shares which have been requested to be included in such registration by the Holders of Registrable Securities pursuant to this Agreement Registered Stockholder and the Demand Right Holders (pro rata based on the amount of securities sought to be registered by such Persons), (ii) second, provided that no securities sought to be included by the Holders and the Demand Right Holders have been excluded from such registration, the securities of other Persons persons entitled to exercise "piggy-back" registration rights pursuant to contractual commitments of the Company (pro rata based on the amount of Registrable Common Shares held by the Registered Stockholder and the amount of securities held by such Persons), and (ii) second, provided that no securities sought to be registered included by the Registered Stockholder or any other Person sought to be included therein have been excluded from such Persons) and (iii) thirdregistration, securities to be offered and sold for the Company proposes to registeraccount of the Company.

Priority in Demand Registration. In a registration The Company will not include in any Demand Registration any securities (other than Company Registrable Securities) which are not Registrable Securities without the prior written consent of the Demanding Party. If any of the Registrable Securities proposed to be registered pursuant to Section 2.1 hereof involving an a Demand Registration are to be sold in a firm commitment underwritten offering, if offering and the managing underwriter or underwriters of such underwritten offering have informed, in writing, a Demand Registration advise the Company and the Selling Holders who have requested holders of such Registrable Securities in writing that in its or their reasonable opinion the number of shares of Company Stock proposed to be sold in such Demand Registration or who have sought inclusion therein that in such underwriter's or underwriters' opinion exceeds the total maximum number of securities which shares specified by the Selling Holders and any other Person desiring to participate in such registration intend to include in such offering is such as to managing underwriter that may be distributed without adversely affect affecting the success price, timing or distribution of such offering, including the price at which such securities can be sold, then the Company will be required to Stock, the Company shall include in such registration only such maximum number of Registrable Securities which, in the amount reasonable opinion of securities which it is so advised should such underwriter or underwriters can be included in such registration. In such event securities shall be registered in such registration sold in the following order of priority: (i) first, the number of OEP Registrable Securities, Barrist Registrable Securities and Institutional Investor Registrable Securities requested to be included in such registration, pro rata if necessary (based on the number of Registrable Securities requested by each holder of Registrable Securities to be so registered); (ii) second, all other securities which have been requested to be included in such registration by the Holders of Registrable Securities pursuant to this Agreement and the Demand Right Holders (pro rata based on the amount of securities sought Section 4(a)(ii) or pursuant to be registered by “demand registration” rights granted to other Persons, provided, that such Persons), (ii) second, provided that no securities sought to be included by the Holders and the Demand Right Holders rights will have been excluded from such registration, the securities of other Persons entitled to exercise "piggy-back" registration rights pursuant to contractual commitments of the Company (pro rata based on the amount of securities sought to be registered granted only as permitted by such Persons) this Agreement; and (iii) third, shares of Company Stock held by other holders requested to be included in such registration, pro rata if necessary, based on the number of securities the Company proposes requested to registerbe included.

Priority in Demand Registration. In If a registration pursuant to Section 2.1 hereof involving Demand Registration involves an underwritten offering, if offering and the lead managing underwriter or underwriters of such underwritten offering have informed, in writing, advises the Holders of Included Securities and the Company and the Selling Holders who have requested such Demand Registration or who have sought inclusion therein in writing that in such underwriter's or underwriters' opinion its view the total number of securities which the Selling Holders selling Holders, the Company and any other Person desiring Persons that have the contractual right to participate in such registration intend to include in such offering is exceeds the number which can be sold in such as to offering without materially and adversely affect affecting the success of such offering, the offering (including the initial offering price at which such securities can be sold), then the Company will there shall be required to include included in such registration only the amount and type of securities which it is so advised that the lead managing underwriter advises should be included in such registration. In such event event, securities shall be registered included in such registration in the following order of priority: (i) first, the securities which have been requested Included Securities (if necessary, such Included Securities to be included in such registration by the Holders of Registrable Securities pursuant to this Agreement and the Demand Right Holders (cut back pro rata based on the amount of securities Registrable Securities sought to be registered by such Persons), each Holder participating in the Demand Registration) and (ii) second, provided that no securities sought to be included by the Holders and the Demand Right Holders Included Securities have been excluded cut back from such registration, securities to be sold for the account of the Company and the securities of other Persons entitled to exercise "piggy-back" registration rights register such securities on the Demand Registration pursuant to contractual commitments of the Company (pro rata based on in the amount order of securities sought to be registered by such Persons) and (iii) third, securities priority determined in accordance with agreements between the Company proposes to registerand such other Persons, if any.

Priority in Demand Registration. In a registration pursuant to Section 2.1 hereof involving an underwritten offering, if If the managing underwriter or underwriters of ------------------------------- any underwritten offering effected pursuant to this Section 2.1 shall advise the Company in writing (and the Company shall so advise each Selling Holder of such underwritten offering have informedadvice) that, in writingits opinion, the Company and the Selling Holders who have requested such Demand Registration or who have sought inclusion therein that in such underwriter's or underwriters' opinion the total number of securities which requested to be included in the Selling Holders and any other Person desiring to participate in such registration intend to include statement exceeds the number that can be sold in such offering is such within a price range acceptable to the Initiating Holders of the Company, except as to adversely affect provided in the success of such offeringfollowing sentence, including the price at which such securities can be sold, then the Company will be required to include in such registration only statement, to the amount extent of securities which it the number and type that the Company is so advised should can be included sold in such registration. In such event securities shall be registered in such registration in the following order of priority: (i) offering, first, the securities which have been Registrable Securities requested to be included in such ----- registration by the Initiating Holders and second, pro rata among the remaining ------ Selling Holders requesting such registration all shares of Common Stock proposed to be sold by the Company for its own account, on the basis of the estimated gross proceeds from the sale thereof. If all of the Registrable Securities requested by the Initiating Holders be included in such registration cannot be included, the Initiating Holders shall have the right to withdraw the request for registration by giving written notice to the Company within 20 days after receipt of notice thereof by the Company and, in the event of such withdrawal, such request shall not be counted for purposes of the demand for registration to which holders of Registrable Securities are entitled pursuant to this Agreement and the Demand Right Holders (pro rata based on the amount of securities sought to be registered by such Persons), (ii) second, provided that no securities sought to be included by the Holders and the Demand Right Holders have been excluded from such registration, the securities of other Persons entitled to exercise "piggy-back" registration rights pursuant to contractual commitments of the Company (pro rata based on the amount of securities sought to be registered by such Persons) and (iii) third, securities the Company proposes to registerSection 2.1 hereof.

Priority in Demand Registration. In a registration pursuant to ------------------------------- this Section 2.1 hereof 4.1 involving an underwritten offering, if the managing underwriter or underwriters of such underwritten offering have informed, in writing, shall inform the Company and the Selling Holders who have requested such Demand Registration or who have sought inclusion therein relevant Stockholders by letter of its belief that in such underwriter's or underwriters' opinion the total number of securities which the Selling Holders and any other Person desiring Securities to participate be included in such registration intend to include in such offering is such as to would adversely affect the success of ability to effect such offering, including the price at which such securities can be sold, then the Company will be required to include in such registration only the amount that number of securities Securities which it is so advised should be included in such registrationoffering. In such event event, securities of the Company shall be registered in such registration in the following order of priorityoffering as follows: (i) first, the securities Securities of the Requesting Stockholder, its Affiliates and their Permitted Transferees (pro rata based on the amount of Securities sought to be registered by such Persons), (ii) second, the Securities of Stockholders and their respective Affiliates and Permitted Transferees which have been requested to be included in such registration by the Holders of Registrable Securities pursuant to this Agreement Section 4.2 and the Demand Right Holders securities of Persons party to the Stockholders' and Registration Rights Agreement which have been requested to be included in such registration pursuant to the Stockholders' and Registration Rights Agreement (pro rata based on the amount of securities sought to be registered by such Persons), and (iiiii) second, provided that no securities sought to be included by the Holders and the Demand Right Holders have been excluded from such registrationthird, the securities of other Persons entitled to exercise "piggy-back" registration rights pursuant to other contractual commitments of the Company (pro rata based on the amount of securities sought to be registered by such Persons) and (iii) third, securities the Company proposes to register).

Priority in Demand Registration. In a registration pursuant to Section 2.1 hereof involving an underwritten offering, if the managing underwriter or underwriters of such underwritten offering have informed, in writing, the Company and the Selling Holders who have requested such Demand Registration or who have sought inclusion therein that in such underwriter's or underwriters' opinion the total number of securities which the Selling Holders and any other Person desiring to participate in such registration intend to include in such offering is such as to adversely affect the success of such offering, including the price at which such securities can be sold, then the Company will be required to include in such registration only the amount of securities which it is so advised should be included in such registration. In such event event, securities shall be registered in such registration in the following order of priority: (i) first, the securities which have been requested to be included in such registration by the Holders of Registrable Securities pursuant to this Agreement and the Demand Right Holders (pro rata based on the amount of securities sought to be registered by such Persons), (ii) second, provided that no securities sought to be included by the Holders and the Demand Right Holders have been excluded from such registration, the securities of other Persons entitled to exercise "piggy-back" registration rights pursuant to contractual commitments of the Company (pro rata based on the amount of securities sought to be registered by such Persons) and (iii) third, securities the Company proposes to register.

Priority in Demand Registration. In If Xxxxxxx intends to distribute -------------------------------- the Registrable Securities covered by its request by means of an underwriting, it shall so advise the Company as a registration part of its request made pursuant to this Section 2.1 hereof involving an underwritten offering1.2, if and the managing underwriter or underwriters of Company shall include such underwritten offering have informed, information in writingthe written notice referred to in Section 1.2(a). In such event, the Company and the Selling Holders who have requested such Demand Registration or who have sought inclusion therein that in such underwriter's or underwriters' opinion the total number right of securities which the Selling Holders and any other Person desiring Holder to participate include Registrable Securities in such registration intend to include shall be conditioned upon such Holder's participation in such offering is such underwriting. If the managing underwriters shall give written advice to the Company that, in their opinion, market conditions dictate that no more than a specified maximum number of Registrable Securities could successfully (as to adversely affect the success of such offering, including the price at which such securities can be sold, then the Company will be required to include in such registration only the amount of securities which it is so advised should and quantity) be included in such registration. In such event securities , then the Company shall so advise all Holders of Registrable Securities which would otherwise be underwritten pursuant hereto, and the number of shares of Registrable Securities that may be included in the underwriting shall be registered allocated among all Holders thereof, first to Xxxxxxx and then to all other Holders in such registration in proportion (as nearly as practicable) to the following order amount of priority: (i) firstRegistrable Securities owned by each Holder; provided, however, that the securities which have been requested number of Registrable Securities to be included in such registration by the Holders of Registrable Securities pursuant to this Agreement and the Demand Right Holders (pro rata based on the amount of underwriting shall not be so reduced unless all other securities sought to be registered by such Persons), (ii) second, provided that no securities sought to be included by the Holders and the Demand Right Holders have been are first entirely excluded from such registration, the securities of other Persons entitled to exercise "piggy-back" registration rights pursuant to contractual commitments of the Company (pro rata based on the amount of securities sought to be registered by such Persons) and (iii) third, securities the Company proposes to registerunderwriting.

Priority in Demand Registration. In If a registration pursuant to Section 2.1 hereof involving Demand Registration is an ------------------------------- underwritten offeringoffering and the managing underwriters advise the Company in writing that in their opinion the number of Registrable Securities and, if the managing underwriter or underwriters of such underwritten offering have informedpermitted hereunder, in writing, the Company and the Selling Holders who have requested such Demand Registration or who have sought inclusion therein that in such underwriter's or underwriters' opinion the total number of other securities which the Selling Holders and any other Person desiring to participate in such registration intend to include in such offering is such as to adversely affect the success of such offering, including the price at which such securities can be sold, then the Company will be required to include in such registration only the amount of securities which it is so advised should be included in such registration. In such event securities shall be registered in such registration in the following order of priority: (i) first, the securities which have been requested to be included in such offering exceeds the number of Registrable Securities and other securities, if any, which can be sold therein without adversely affecting the marketability of the offering (the "Offering Quantity"), the Company will include in such registration securities in the following priority: (i) For a demand made by the Majority Priority Preferred Holders prior to a Qualified Public Offering and the sixth anniversary of issuance of the Series C Preferred Shares (a "Priority Registration"), all Registrable Securities owned by the Priority Preferred holders. (ii) For any demand which is not a Priority Registration, first, all Registrable Securities requested to be included by any holders thereof, and if the number of such holders' securities requested to be included exceeds the Offering Quantity, then the Company shall include an equal number of shares from (a) the Holders of Registrable Securities pursuant to this Agreement the Series A Preferred Stock and the Demand Right Holders Series B Preferred Stock of the Company and (pro rata b) the holders of the Priority Preferred Shares, with such shares to be allocated among the holders within each series of preferred stock based on the amount of securities sought to be registered by such Persons), (ii) second, provided that no securities sought to be included Registrable Securities held by the Holders and the Demand Right Holders have been excluded from such registration, the securities of other Persons entitled to exercise "piggy-back" registration rights pursuant to contractual commitments of the Company (pro rata based particular holders in each class on the amount of securities sought to be registered by such Persons) and (iii) third, securities the Company proposes to register.an as converted basis; and