Common use of Priority in Registration Clause in Contracts

Priority in Registration. If a registration pursuant to this Section 7 involves an underwritten offering and the managing underwriter or underwriters in good faith advises the Company that, in its opinion, the number of securities which the Company, the Holders and any other parties intend to include in such registration exceeds the largest number of securities which can be sold in such offering without having an adverse effect on such offering (including the price at which such securities can be sold), then the Company will include in such registration (i) first, if the registration was initiated by parties to whom the Company has granted registration rights, other than the Holders ("Other Holders") exercising demand registration rights, 100% of the securities such Other Holders propose to sell (except to the extent the terms of such Other Holders' registration rights provide otherwise); (ii) second, 100% of the securities the Company proposes to sell for its own account; (iii) third, to the extent that the number of securities which such Other Holders exercising demand registration rights and the Company propose to sell is less than the number of securities which the Company has been advised can be sold in such offering without having the adverse effect referred to above, such number of Registerable Securities which the Investor Holders have requested to be included in such registration pursuant to incidental or "piggyback" registration rights granted to Investor Holders pursuant to Section 7 of the Stock Purchase and Shareholders' Agreement, dated as of October 15, 1997, by and among the Company, certain of the principal shareholders of the Company and certain Investors (the "Investor Purchase Agreement"), which, in the opinion of such managing underwriter or underwriters, can be sold without having the adverse effect referred to above; and (iv) fourth, to the extent that the number of securities which such Other Holders exercising demand registration rights, Investor Holders exercising incidental or "piggyback" registration rights, and the Company propose to sell is less than the number of securities which the Company has been advised can be sold in such offering without having the adverse effect referred to above, such number of Underlying Warrant Shares which the Holders have requested to be included in such registration and such number of securities which Other Holders have requested to be included in such registration, in each case pursuant to Section 7(a) hereof or other "piggyback" or incidental registration rights and which, in the opinion of such managing underwriter or underwriters, can be sold without having the adverse effect referred to above, such number of Underlying Warrant Shares and securities to be included on a pro rata basis among all requesting Holders and Other Holders on the basis of the relative number of shares of Common Stock beneficially owned (as such term is used in Rule 13d-3 of the Securities Exchange Act of 1934, as amended (the

Priority in Registration. If a registration pursuant to this Section 7 2(a) or 3(a) hereof involves an underwritten offering Public Offering, and the managing underwriter or underwriters in good faith advises of such underwritten offering shall advise the Company in writing (with a copy to each Selling Holder requesting that Registrable Common Stock be included in such registration statement) that, in its opinion, the number of securities which the Company, the Holders and any other parties intend to include in such registration exceeds the largest number shares of securities which can be sold in such offering without having an adverse effect on such offering (including the price at which such securities can be sold), then the Company will include in such registration (i) first, if the registration was initiated by parties to whom the Company has granted registration rights, other than the Holders ("Other Holders") exercising demand registration rights, 100% of the securities such Other Holders propose to sell (except to the extent the terms of such Other Holders' registration rights provide otherwise); (ii) second, 100% of the securities the Company proposes to sell for its own account; (iii) third, to the extent that the number of securities which such Other Holders exercising demand registration rights and the Company propose to sell is less than the number of securities which the Company has been advised can be sold in such offering without having the adverse effect referred to above, such number of Registerable Securities which the Investor Holders have Registrable Common Stock requested to be included in such registration pursuant to incidental or "piggyback" registration rights granted to Investor Holders pursuant to Section 7 of the Stock Purchase and Shareholders' Agreement, dated as of October 15, 1997, by and among the Company, certain of the principal shareholders of the Company and certain Investors (the "Investor Purchase Agreement"), which, in the opinion of such managing underwriter or underwriters, can be sold without having the adverse effect referred to above; and (iv) fourth, to the extent that exceeds the number of such securities which such Other Holders exercising demand registration rights, Investor Holders exercising incidental or "piggyback" registration rights, and the Company propose to sell is less than the number of securities which the Company has been advised that can be sold in such offering without having within a price range stated to such managing underwriter by Selling Holders beneficially owning at least a majority of the adverse effect referred to above, such number shares of Underlying Warrant Shares which the Holders have Registrable Common Stock requested to be included in such registration to be acceptable to such Selling Holders (such writing to state the basis of such opinion and such the approximate number of securities which Other Holders have requested to the managing underwriter believes may be included in such offering without such effect), then the Company shall include in such registration, to the extent of the number of shares which the Company is so advised the managing underwriter believes can be sold in each case such offering, (i) first, all Registrable Common Stock requested to be registered or included in an underwritten Public Offering pursuant to Section 7(a2(a) hereof or other "piggyback" or incidental registration rights 3(a) by Xxxxxxx and whichits Affiliates (if the Minimum Ownership Trigger has been met), in the opinion of such managing underwriter or underwritersif any, can be sold without having the adverse effect referred to above(ii) second, such number of Underlying Warrant Shares and securities all Registrable Common Stock requested to be registered or included on a in an underwritten Public Offering pursuant to Section 2(a) or 3(a) pro rata basis among all requesting Holders and the Other Holders (or the Holders if clause (i) is not operable because the Minimum Ownership Trigger has not been met) on the basis of the relative number of shares of Registrable Common Stock beneficially owned requested to be registered by all such Other Holders (as or such term Holders if clause (i) is used in Rule 13d-3 of not operable because the Securities Exchange Act of 1934Minimum Ownership Trigger has not been met), as amended if any, (theiii) third, securities that the Company proposed to issue and sell for its own account, if any, and (iv) fourth, other securities, if any.

Priority in Registration. If a registration pursuant to this Section 7 involves Requested Registration or an Incidental Registration is an underwritten offering offering, and the managing underwriter underwriters shall give written advice to the Investors or underwriters in good faith advises the Company Company, as the case may be, that, in its their opinion, the market conditions dictate that no more than a specified maximum number of securities which (the Company, the Holders and any other parties intend to include "Underwriter's Maximum Number") could successfully be included in such registration exceeds the largest number of securities which can be sold in such offering without having an adverse effect on such offering (including the price at which such securities can be sold)registration, then the Company and the Investors will include be able to participate in such registration offering in the following order of priority: (A) in the case of a Requested Registration, (i) first, if there shall be included in such registration that number of Registrable Securities issued upon conversion of shares of Convertible Preferred Stock that the registration was initiated holders thereof shall have requested to be included in such offering, either in a request by parties the Majority Investors or in a notice given to whom the Company has granted pursuant to the final sentence of Section 2(a), pro rata in accordance with the relative number of shares originally requested to be included in such registration rightsstatement by such Investors, other than to the Holders ("Other Holders") exercising demand registration rights, 100% full extent of the securities such Other Holders propose to sell (except to the extent the terms of such Other Holders' registration rights provide otherwise)Underwriter's Maximum Number; (ii) second, 100% of the securities the Company shall be entitled to include in such registration that number of securities that it proposes to offer and sell for its own accountaccount to the full extent of the remaining portion of the Underwriter's Maximum Number; and (iii) third, to the extent not inconsistent with any registration rights hereafter granted by the Company to holders of Company securities, the Founder Investors shall be entitled to include in such registration that number of shares of Registrable Securities that the number of securities which such Other Holders exercising demand registration rights and the Company propose to sell is less than the number of securities which the Company has been advised can be sold in such offering without having the adverse effect referred to above, such number of Registerable Securities which the Investor Holders Founder Investors shall have requested to be included in such registration pursuant to incidental or "piggyback" registration rights granted to Investor Holders pursuant to Section 7 the full extent of the Stock Purchase and Shareholders' Agreement, dated as of October 15, 1997, by and among the Company, certain remaining portion of the principal shareholders of the Company and certain Investors (the "Investor Purchase Agreement"), which, in the opinion of such managing underwriter or underwriters, can be sold without having the adverse effect referred to aboveUnderwriter's Maximum Number; and (ivB) fourthin the case of an Incidental Registration (i) first, the Company shall be entitled to the extent include in such registration that the number of securities which such Other Holders exercising demand registration rights, Investor Holders exercising incidental or "piggyback" registration rights, and that the Company propose proposes to offer and sell is less than for its own account in such registration and that does not exceed the Underwriter's Maximum Number; (ii) second, the Company will be obligated and required to include in such registration that number of securities which shares of Registrable Securities issued upon the Company has been advised can be sold in such offering without having conversion of shares of Convertible Preferred Stock that the adverse effect referred to above, such number of Underlying Warrant Shares which the Holders holders thereof shall have requested to be included in such registration and such offering, pro rata in accordance with the relative number of securities which Other Holders have shares originally requested to be included in such registrationregistration statement by such Investors, in each case pursuant to Section 7(athe full extent of the remaining portion of the Underwriter's Maximum Number; and (iii) hereof or other "piggyback" or incidental third, to the extent not inconsistent with any registration rights hereafter granted by the Company to holders of the Company's securities, the Company will be obligated and which, required to include in the opinion of such managing underwriter or underwriters, can be sold without having the adverse effect referred to above, such registration that number of Underlying Warrant Shares and securities shares of Founder Stock requested to be included on a in such offering by the Founder Investors along with other securities of the Company that shall have been requested by other Persons having registration rights pursuant to one or more other registration rights agreements with the Company. If the number of shares of Registrable Securities requested to be included in an underwritten offering exceeds the then remaining portion of the Underwriter's Maximum Number as provided in clauses (A) and (B) of this Section 2(f), as the case may be, then the Investors whose aggregate request so exceeds the then remaining portion of the Underwriter's Maximum Number may include shares of Registrable Securities in such underwritten offering pro rata basis among all requesting Holders and Other Holders on the basis of in accordance with the relative number of shares of Common Stock beneficially owned (as originally requested to be included in such term is used offering by such Investors in Rule 13d-3 of the Securities Exchange Act of 1934writing delivered in accordance with Section 2(a) or Section 2(b), as amended (thethe case may be.

Priority in Registration. If a registration pursuant to this Section 7 involves an underwritten offering and the managing underwriter or underwriters in good faith advises the Company that, in its opinion, the number of securities which the Company, the Option Holders and any other parties intend to include in such registration exceeds the largest number of securities which can be sold in such offering without having an adverse effect on such offering (including the price at which such securities can be sold), then the Company will include in such registration (i) first, if the registration was initiated by parties to whom the Company has granted registration rights, other than the Option Holders ("Other Holders") exercising demand registration rights, 100% of the securities such Other Holders propose to sell (except to the extent the terms of such Other Holders' registration rights provide otherwise); (ii) second, 100% of the securities the Company proposes to sell for its own account; (iii) third, to the extent that the number of securities which such Other Holders exercising demand registration rights and the Company propose to sell is less than the number of securities which the Company has been advised can be sold in such offering without having the adverse effect referred to above, such number of Registerable Securities which the Investor Holders have requested to be included in such registration pursuant to incidental or "piggyback" registration rights granted to Investor Holders pursuant to Section 7 of the Stock Purchase and Shareholders' Agreement, dated as of October 15, 1997, by and among the Company, certain of the principal shareholders of the Company and certain Investors (the "Investor Purchase Agreement"), which, in the opinion of such managing underwriter or underwriters, can be sold without having the adverse effect referred to above; and (iv) fourth, to the extent that the number of securities which such Other Holders exercising demand registration rights, Investor Holders exercising incidental or "piggyback" registration rights, and the Company propose to sell is less than the number of securities which the Company has been advised can be sold in such offering without having the adverse effect referred to above, such number of Underlying Warrant Shares which the Holders have requested to be included in such registration and such number of securities which Other Holders have requested to be included in such registration, in each case pursuant to Section 7(a) hereof or other "piggyback" or incidental registration rights and which, in the opinion of such managing underwriter or underwriters, can be sold without having the adverse effect referred to above, such number of Underlying Warrant Shares and securities to be included on a pro rata basis among all requesting Holders and Other Holders on the basis of the relative number of shares of Common Stock beneficially owned (as such term is used in Rule 13d-3 of the Securities Exchange Act of 1934, as amended (theHolders

Priority in Registration. If a registration pursuant to this Section 7 involves Requested Registration or an Incidental ------------------------- Registration is made in connection with an underwritten offering offering, and the managing underwriter underwriters give written advice to the Initiating Holders or underwriters in good faith advises the Company Company, as the case may be, that, in its their opinion, the market conditions dictate that no more than a specified maximum number of securities which (the Company"Underwriter's Maximum Number") could successfully be included in such registration, then the Company and the Holders shall participate in such offering in the following order of priority: (A) in the case of a Requested Registration, (i) there shall be included in such registration that number of Registrable Securities issued upon conversion of shares of Series A-1 Preferred Stock, Series A-2 Preferred Stock, Series B-1 Preferred Stock, Series B-2 Preferred Stock (including Registrable Securities issuable upon conversion of (x) the Series A-2 Preferred Stock issuable upon conversion of the Series A-2 Warrants and any other parties intend (y) the Series B-1 Preferred Stock issuable upon conversion of the Series B-1 Warrants) and Series C-1 Preferred Stock that the holders thereof shall have requested to be included in such offering either as an Initiating Holder or as to an Incidental Registrant and that does not exceed the Underwriter's Maximum Number; (ii) the Company shall be entitled to include in such registration exceeds the largest that number of securities which can be sold in such offering without having an adverse effect on such offering that it proposes to offer and sell for its own account to the full extent of the remaining portion of the Underwriter's Maximum Number; and (including iii) to the price at which such securities can be sold), then extent not inconsistent with any registration rights hereafter granted by the Company will to holders of Company securities, the Founder Holders shall be entitled to include in such registration (i) first, if the registration was initiated by parties to whom the Company has granted registration rights, other than the Holders ("Other Holders") exercising demand registration rights, 100% that number of the securities such Other Holders propose to sell (except to the extent the terms shares of such Other Holders' registration rights provide otherwise); (ii) second, 100% of the securities the Company proposes to sell for its own account; (iii) third, to the extent Registrable Securities that the number of securities which such Other Founder Holders exercising demand registration rights and the Company propose to sell is less than the number of securities which the Company has been advised can be sold in such offering without having the adverse effect referred to above, such number of Registerable Securities which the Investor Holders shall have requested to be included in such registration pursuant to incidental or "piggyback" registration rights granted to Investor Holders pursuant to Section 7 the full extent of the Stock Purchase and Shareholders' Agreement, dated as of October 15, 1997, by and among the Company, certain remaining portion of the principal shareholders Underwriter's Maximum Number; and (B) in the case of an Incidental Registration triggered by a proposed registration for the account of the Company and certain Investors (i) the "Investor Purchase Agreement"), which, Company shall be entitled to include in the opinion of such managing underwriter or underwriters, can be sold without having the adverse effect referred to above; and (iv) fourth, to the extent registration that the number of securities which such Other Holders exercising demand registration rights, Investor Holders exercising incidental or "piggyback" registration rights, and that the Company propose proposes to offer and sell is less than for its own account in such registration and that does not exceed the Underwriter's Maximum Number; (ii) the Company will be obligated and required to include in such registration that number of securities which shares of Registrable Securities issued upon the Company has been advised can be sold in such offering without having conversion of shares of Series A-1 Preferred Stock, Series A-2 Preferred Stock, Series B-1 Preferred Stock, Series B-2 Preferred Stock (including Registrable Securities issuable upon conversion of (x) the adverse effect referred to above, such number Series A-2 Preferred Stock issuable upon conversion of Underlying Warrant Shares which the Holders Series A-2 Warrants and (y) the Series B-1 Preferred Stock issuable upon conversion of the Series B-1 Warrants) and Series C-1 Preferred Stock that the holders thereof shall have requested to be included in such offering as an Incidental Registration to the full extent of the remaining portion of the Underwriter's Maximum Number; and (iii) to the extent not inconsistent with any registration rights hereafter granted by the Company to holders of the Company's securities, the Company will be obligated and required to include in such registration that number of securities which Other Holders have shares of Founder Stock requested to be included in such registration, in each case offering by the Founder Holders along with other securities of the Company that shall have been requested by other Persons having registration rights pursuant to Section 7(a) hereof one or more other "piggyback" or incidental registration rights and which, in agreements with the opinion of such managing underwriter or underwriters, can be sold without having Company. If the adverse effect referred to above, such number of Underlying Warrant Shares and securities shares of Registrable Securities requested to be included on a in an underwritten offering exceeds the then remaining portion of the Underwriter's Maximum Number as provided in clauses (A) and (B) of this Section 2(f), as the case may be, then the Holders whose aggregate request so exceeds the then remaining portion of the Underwriter's Maximum Number and who are then entitled to include shares up to such Underwriter's Maximum Number in accordance with the priority established in clauses (A) and (B) of this Section 2(f) may include shares of Registrable Securities in such underwritten offering pro rata basis among all requesting Holders and Other Holders on in accordance with the basis of the --- ---- relative number of shares of Common Stock beneficially owned (as originally requested to be included in such term is used offering by such Holders in Rule 13d-3 of the Securities Exchange Act of 1934writing delivered in accordance with Section 2(a) or Section 2(b), as amended (thethe case may be.

Priority in Registration. If a any registration pursuant to which this Section 7 involves Agreement is applicable is an underwritten offering registration, and the managing underwriter or underwriters in good faith advises shall give written advice to the Company that, in its their opinion, the market conditions dictate that no more than a specified maximum number of securities which (the Company, the Holders and any other parties intend to include "UNDERWRITER'S MAXIMUM NUMBER") could successfully be included in such registration exceeds the largest number of securities which can be sold in such offering without having an adverse effect on such offering (including the price at which such securities can be sold)registration, then the Company and the Holders will include be able to participate in such registration offering in the following order of priority: (A) in the case of a Requested Registration (i) first, if there shall be included in such registration that number of Registrable Securities requested to be included therein by the registration was initiated by parties to whom Purchasers, PRO RATA in accordance with their relative holdings of Registrable Securities, that does not exceed the Company has granted registration rightsUnderwriter's Maximum Number, other than the Holders ("Other Holders") exercising demand registration rights, 100% of the securities such Other Holders propose to sell (except to the extent the terms of such Other Holders' registration rights provide otherwise); (ii) second, 100% of the there shall be included in such registration those securities that the Company proposes to offer and sell for its own account; account to the full extent of the remaining portion of the Underwriter's Maximum Number, and (iii) third, to the extent there shall be included in such registration that the number of securities which such Other shares of Common Stock that Holders exercising demand registration rights and the Company propose to sell is less other than the number of securities which the Company has been advised can be sold in such offering without having the adverse effect referred to above, such number of Registerable Securities which the Investor Holders Purchasers shall have requested to be included in such registration pursuant offering, PRO RATA in accordance with such Holder's relative holdings of Common Stock, to incidental or "piggyback" registration rights granted to Investor Holders pursuant to Section 7 the full extent of the Stock Purchase and Shareholders' Agreement, dated as of October 15, 1997, by and among the Company, certain remaining portion of the principal shareholders of the Company and certain Investors (the "Investor Purchase Agreement"), which, in the opinion of such managing underwriter or underwriters, can be sold without having the adverse effect referred to aboveUnderwriter's Maximum Number; and (ivB) fourthin the case of an Incidental Registration: (i) the Company shall be entitled to include in such registration that number of securities that the Company proposes to offer and sell for its own account in such registration and which does not exceed the Underwriter's Maximum Number; (ii) second, there shall be included in such registration that number of Registrable Securities requested to be included therein by the Purchasers, PRO RATA in accordance with their relative holdings of Registrable Securities, to the full extent of the remaining portion of the Underwriter's Maximum Number, and (iii) third, there shall be included in such registration that the number of securities which such Other shares of Common Stock that Holders exercising demand registration rights, Investor Holders exercising incidental or "piggyback" registration rights, and the Company propose to sell is less other than the number of securities which the Company has been advised can be sold in such offering without having the adverse effect referred to above, such number of Underlying Warrant Shares which the Holders Purchasers shall have requested to be included in such registration and offering, PRO RATA in accordance with such Holder's relative holdings of Common Stock, to the full extent of the remaining portion of the Underwriter's Maximum Number. If the number of securities which Other shares of Common Stock requested to be included in an underwritten offering exceeds the then remaining portion of the Underwriter's Maximum Number as provided in clauses (A) and (B) of this Section 2(f), as the case may be, then the Holders have whose aggregate request so exceeds the then remaining portion of the Underwriter's Maximum Number may include shares of Common Stock in such underwritten offering PRO RATA in accordance with the relative number of shares originally requested to be included in such registration, in each case pursuant to Section 7(a) hereof or other "piggyback" or incidental registration rights and which, offering by such Holders in the opinion of such managing underwriter writing delivered in accordance with Section 2(a) or underwriters, can be sold without having the adverse effect referred to above, such number of Underlying Warrant Shares and securities to be included on a pro rata basis among all requesting Holders and Other Holders on the basis of the relative number of shares of Common Stock beneficially owned (as such term is used in Rule 13d-3 of the Securities Exchange Act of 1934Section 2(b), as amended (thethe case may be.

Priority in Registration. If a registration pursuant to this Section 7 involves Requested Registration or an Incidental Registration is an underwritten offering offering, and the managing underwriter or underwriters in good faith advises shall give written advice to the Electing Investor Holders and the Company in the case of a Requested Registration and to the Holders and the Company in the case of an Incidental Registration, that, in its their opinion, the market conditions dictate that no more than a specified maximum number of securities which (the Company, the Holders and any other parties intend to include “Underwriter’s Maximum Number”) could successfully be included in such registration exceeds the largest number of securities which can be sold in such offering without having an adverse effect on such offering (including the price at which such securities can be sold)registration, then the Company and the Holders will include be able to participate in such registration offering in the following order of priority: (A) in the case of a Requested Registration, (i) first, if the there shall be included in such registration was initiated by parties to whom the Company has granted registration rights, other than the Holders ("Other Holders") exercising demand registration rights, 100% of the securities such Other Holders propose to sell (except to the extent the terms of such Other Holders' registration rights provide otherwise); (ii) second, 100% of the securities the Company proposes to sell for its own account; (iii) third, to the extent that the number of securities which such Other Holders exercising demand registration rights and the Company propose to sell is less than the number of securities which the Company has been advised can be sold in such offering without having the adverse effect referred to above, such number of Registerable Registrable Securities which that the Investor Holders thereof shall have requested to be included in such offering and that does not exceed the Underwriter’s Maximum Number; (ii) second, the Company shall be entitled to include in such registration pursuant that number of securities that it proposes to incidental or "piggyback" registration rights granted offer and sell for its own account to Investor Holders pursuant to Section 7 the full extent of the Stock Purchase and Shareholders' Agreement, dated as of October 15, 1997, by and among the Company, certain remaining portion of the principal shareholders Underwriter’s Maximum Number; (iii) third, there shall be included in such registration that number of Registrable Securities that the Founder Holders thereof shall have requested to be included in such offering to the full extent of the Company and certain Investors (remaining portion of the "Investor Purchase Agreement"), which, in the opinion of such managing underwriter or underwriters, can be sold without having the adverse effect referred to aboveUnderwriter’s Maximum Number; and (iv) fourth, to the extent not inconsistent with any registration rights hereafter granted by the Company to holders of Company securities, other persons with registration rights with respect to Company securities shall be entitled to include in such registration that the number of securities which shares of Registrable Securities that such Other Holders exercising demand registration rights, Investor Holders exercising incidental or "piggyback" registration rights, and the Company propose to sell is less than the number of securities which the Company has been advised can be sold in such offering without having the adverse effect referred to above, such number of Underlying Warrant Shares which the Holders persons shall have requested to be included in such registration to the full extent of the remaining portion of the Underwriter’s Maximum Number; and (B) in the case of an Incidental Registration (i) first, the Company shall be entitled to include in such registration that number of securities which Other that the Company proposes to offer and sell for its own account in such registration and that does not exceed the Underwriter’s Maximum Number; (ii) second, the Company will be obligated and required to include in such registration that number of shares of Registrable Securities that the Investor Holders thereof shall have requested to be included in such registrationoffering to the full extent of the remaining portion of the Underwriter’s Maximum Number; (iii) third, the Company will be obligated and required to include in each case pursuant to Section 7(a) hereof or other "piggyback" or incidental such registration rights and which, in the opinion of such managing underwriter or underwriters, can be sold without having the adverse effect referred to above, such that number of Underlying Warrant Shares and securities of Registrable Securities that the Founder Holders thereof shall have requested to be included on a in such offering to the full extent of the remaining portion of the Underwriter’s Maximum Numbers; and (iv) fourth, to the extent not inconsistent with any registration rights hereafter granted by the Company to holders of the Company’s securities, the Company will be obligated and required to include in such registration other securities of the Company that shall have been requested by other Persons having registration rights pursuant to one or more other registration rights agreements with the Company to the full extent of the remaining Underwriter’s Maximum Number. If the number of shares of Registrable Securities requested to be included in an underwritten offering exceeds the then remaining portion of the Underwriter’s Maximum Number as provided in clauses (A) and (B) of this Section 2(f), as the case may be, then the Holders whose aggregate request so exceeds the then remaining portion of the Underwriter’s Maximum Number and who are entitled to include shares up to such Underwriter’s Maximum Number in accordance with the priority established in clauses (A) and (B) of this Section 2(f) may include shares of Registrable Securities in such underwritten offering pro rata basis among all requesting Holders and Other Holders on the basis of in accordance with the relative number of shares of Common Stock beneficially owned (as originally requested to be included in such term is used offering by such Holders in Rule 13d-3 of the Securities Exchange Act of 1934writing delivered in accordance with Section 2(a) or Section 2(b), as amended (thethe case may be.