Common use of Priority in Underwritten Offerings Clause in Contracts

Priority in Underwritten Offerings. In connection with an Underwritten Offering, if the Managing Underwriter of any such Underwritten Offering advises the Company, and the Company advises the Holders in writing, that the total amount of Class A Common Stock (or securities convertible into or exercisable or exchangeable for Class A Common Stock) that the Holders and any other Persons (including the Company) intend to include in such Underwritten Offering (and any related registration, if applicable) exceeds the number that can be included in such Underwritten Offering without being reasonably likely to have an adverse effect on the price, timing or distribution of the Class A Common Stock offered or the market for the Class A Common Stock (or securities convertible into or exercisable or exchangeable for Class A Common Stock), then the Class A Common Stock to be included in such Underwritten Offering (in each case subject to the other terms and provisions of this Agreement) shall include the number of shares of Class A Common Stock that such Managing Underwriter advises the Company can be sold without having such adverse effect, with such number to be allocated as follows (in each case, with respect to such Persons that have validly requested to include shares of Class A Common Stock in such Underwritten Offering in accordance with this Agreement or otherwise pursuant to rights of registration granted by the Company): (i) if the offering was initiated for and on behalf of the Company: (A) first, to the Company; and (B) second, to the Holders and to all other holders of Class A Common Stock (or securities convertible into or exercisable or exchangeable for Class A Common Stock) entitled to participate in such Underwritten Offering, pro rata in accordance with the number of Registrable Securities then held by each such Holder and the number of shares of Class A Common Stock (or securities convertible into or exercisable or exchangeable for Class A Common Stock) then held by such other holders; (ii) in the case of a Requested Underwritten Offering: (A) first, to the Holders, pro rata based on the relative number of Registrable Securities then held by each such Holder; (B) second, to the Company; and (C) third, pro rata among all other holders of Class A Common Stock (or securities convertible into or exercisable or exchangeable for Class A Common Stock) entitled to participate in such Underwritten Offering, pro rata in accordance with the number of shares of Class A Common Stock (or securities convertible into or exercisable or exchangeable for Class A Common Stock) , collectively, then held by such other holders; (iii) if the offering was not initiated for and on behalf of the Company and was initiated for and on behalf of any holder of registration rights (other than any Holder): (A) first, to such other holders, pro rata based on the number of shares of Class A Common Stock (or securities convertible into or exercisable or exchangeable for Class A Common Stock), collectively, held by such other holders; (B) second, to the Company; and (C) third, pro rata among all other holders of Class A Common Stock (or securities convertible into or exercisable or exchangeable for Class A Common Stock) and the Holders proposed to be included in such offering based on the number of shares of Class A Common Stock (or securities convertible into or exercisable or exchangeable for Class A Common Stock) and Registrable Securities, as applicable, collectively, held by such other holders and the Holders.

Priority in Underwritten Offerings. In connection with an Underwritten Offering, which, for the avoidance of doubt, includes an Underwritten Shelf Takedown, if the Managing Underwriter of any such Underwritten Offering advises the Company, and the Company advises the Holders in writing, that the total amount of Class A Common Stock (or securities convertible into or exercisable or exchangeable for Class A Common Stock) that the Holders and any other Persons (including the Company) intend to include in such Underwritten Offering (and any related registration, if applicable) exceeds the number that can be included in such Underwritten Offering without being reasonably likely to have an adverse effect on the price, timing or distribution of the Class A Common Stock offered or the market for the Class A Common Stock (or securities convertible into or exercisable or exchangeable for Class A Common Stock), then the Class A Common Stock to be included in such Underwritten Offering (in each case subject to the other terms and provisions of this Agreement) shall include the number of shares of Class A Common Stock that such Managing Underwriter advises the Company can be sold without having such adverse effect, with such number to be allocated as follows (in each case, with respect to such Persons that have validly requested to include shares of Class A Common Stock in such Underwritten Offering in accordance with this Agreement or otherwise pursuant to rights of registration granted by the Company): (i) if the offering was initiated for and on behalf of the Company: (A) first, to the Company; and (B) second, to the Holders and to all other holders of Class A Common Stock (or securities convertible into or exercisable or exchangeable for Class A Common Stock) entitled to participate in such Underwritten Offering, pro rata in accordance with the number of Registrable Securities then held by each such Holder and the number of shares of Class A Common Stock (or securities convertible into or exercisable or exchangeable for Class A Common Stock) then held by such other holders; (ii) in the case of a Requested an Underwritten OfferingShelf Takedown: (A) first, to the Holders, pro rata based on the relative number of Registrable Securities then held by each such Holder; (B) second, to the Company; and (C) third, pro rata among all other holders of Class A Common Stock (or securities convertible into or exercisable or exchangeable for Class A Common Stock) entitled to participate in such Underwritten Offering, pro rata in accordance with the number of shares of Class A Common Stock (or securities convertible into or exercisable or exchangeable for Class A Common Stock) ), collectively, then held by such other holders; (iii) if the offering was not initiated for and on behalf of the Company and was initiated for and on behalf of any holder of registration rights (other than any Holder): (A) first, to such other holders, pro rata based on the number of shares of Class A Common Stock (or securities convertible into or exercisable or exchangeable for Class A Common Stock), collectively, held by such other holders; (B) second, to the Company; and (C) third, pro rata among all other holders of Class A Common Stock (or securities convertible into or exercisable or exchangeable for Class A Common Stock) and the Holders proposed to be included in such offering based on the number of shares of Class A Common Stock (or securities convertible into or exercisable or exchangeable for Class A Common Stock) and Registrable Securities, as applicable, collectively, held by such other holders and the Holders.

Priority in Underwritten Offerings. In connection with an Underwritten Offering, if the Managing Underwriter of any such Underwritten Offering advises the Company, and the Company advises the Holders in writing, that that, in the reasonable opinion of the Managing Underwriter, the total amount of Class A Common Stock (or securities convertible into or exercisable or exchangeable for Class A Common Stock) that the Holders and any other Persons (including the Company) intend to include in such Underwritten Offering (and any related registration, if applicable) exceeds the number that can be included in such Underwritten Offering without being reasonably likely to have an a material adverse effect on the price, timing or distribution of the Class A Common Stock offered or the market for the Class A Common Stock (or securities convertible into or exercisable or exchangeable for Class A Common Stock), then the Class A Common Stock to be included in such Underwritten Offering (in each case subject to the other terms and provisions of this Agreement) shall include the number of shares of Class A Common Stock Registrable Securities that such Managing Underwriter Underwriter, in its reasonable opinion, advises the Company can be sold without having such adverse effect, with such number to be allocated as follows (in each case, with respect to such Persons that have validly requested to include shares of Class A Common Stock in such Underwritten Offering in accordance with this Agreement or otherwise pursuant to rights of registration granted by the Company): (i) if the offering was initiated for and on behalf of the Company: (A) first, to the Company; and; (B) second, to Goldman and Xxxxxxx, pro rata in accordance with the Holders number of Registrable Securities then held by each of Goldman and Xxxxxxx; (C) third, to all remaining Holders, pro rata in accordance with the number of Registrable Securities then held by each such Holder; and (D) fourth, to all other holders of Class A Common Stock (or securities convertible into or exercisable or exchangeable for Class A Common Stock) entitled to participate in such Underwritten Offering, pro rata in accordance with the number of Registrable Securities then held by each such Holder and the number of shares of Class A Common Stock (or securities convertible into or exercisable or exchangeable for Class A Common Stock) then held by such other holders; (ii) in the case of a Requested Underwritten Offering: (A) first, to Goldman and Xxxxxxx, pro rata in accordance with the number of Registrable Securities then held by each of Goldman and Xxxxxxx; (B) second, to all remaining Holders, pro rata based on the relative number of Registrable Securities then held by each such Holder; (BC) secondthird, to the Company; and (CD) thirdfourth, pro rata among all other holders of Class A Common Stock (or securities convertible into or exercisable or exchangeable for Class A Common Stock) entitled to participate in such Underwritten Offering, pro rata in accordance with the number of shares of Class A Common Stock (or securities convertible into or exercisable or exchangeable for Class A Common Stock) , collectively, then held by such other holders; (iii) if the offering was not initiated for and on behalf of the Company and was initiated for and on behalf of any holder of registration rights (other than any Holder): (A) first, to such other holders, Goldman, and Xxxxxxx, pro rata based on the number of shares of Class A Common Stock (or securities convertible into or exercisable or exchangeable for Class A Common Stock), collectively, held by such other holders, Goldman and Xxxxxxx; (B) second, to the remaining Holders, pro rata based on the number of Registrable Securities then held by each such Holder; (C) third, to the Company; and (CD) thirdfourth, pro rata among all other holders of Class A Common Stock (or securities convertible into or exercisable or exchangeable for Class A Common Stock) and the Holders proposed to be included in such offering based on the number of shares of Class A Common Stock (or securities convertible into or exercisable or exchangeable for Class A Common Stock) and Registrable Securities, as applicable, collectively, held by such other holders and holders. Notwithstanding the foregoing, if (I) an offering was initiated by the Holders, (II) the Holders are unable to include in the offering all of the shares of Class A Common Stock included in the Underwritten Offering Piggyback Request and (III) the underwriters in such offering exercise their option to purchase up to an additional 15% of the shares sold in such offering, the shares to be included in such option closings shall be allocated (x) first, to Goldman and Xxxxxxx, pro rata in accordance with the number of Registrable Securities then held by each of Goldman and Xxxxxxx until all shares included by Goldman or Xxxxxxx in the Underwritten Offering Piggyback Request are sold; (y) second, to the Holders, pro rata in accordance with the number of Registrable Securities then held by each such Holder until all shares included in the Underwritten Offering Piggyback Request by the remaining Holders are sold, and (z) third, to the Company.

Priority in Underwritten Offerings. In connection with an Underwritten Offering, if the Managing Underwriter of any such Underwritten Offering advises the Company, and the Company advises the Holders in writing, that that, in the reasonable opinion of the Managing Underwriter, the total amount of Class A Common Stock (or securities convertible into or exercisable or exchangeable for Class A Common Stock) that the Holders and any other Persons (including the Company) intend to include in such Underwritten Offering (and any related registration, if applicable) exceeds the number that can be included in such Underwritten Offering without being reasonably likely to have an a material adverse effect on the price, timing or distribution of the Class A Common Stock offered or the market for the Class A Common Stock (or securities convertible into or exercisable or exchangeable for Class A Common Stock), then the Class A Common Stock to be included in such Underwritten Offering (in each case subject to the other terms and provisions of this Agreement) shall include the number of shares of Class A Common Stock that such Managing Underwriter Underwriter, in its reasonable opinion, advises the Company can be sold without having such adverse effect, with such number to be allocated as follows (in each case, with respect to such Persons that have validly requested to include shares of Class A Common Stock in such Underwritten Offering in accordance with this Agreement or otherwise pursuant to rights of registration granted by the Company): (i) if the offering was initiated for and on behalf of the Company: (A) first, to the Company; and; (B) second, to other holders of registration rights and the Holders Holders, pro rata based on the number of shares of Common Stock held by such other holders and the Holders; and (C) third, to all other holders of Class A Common Stock (or securities convertible into or exercisable or exchangeable for Class A Common Stock) entitled to participate in such Underwritten Offering, pro rata in accordance with the number of Registrable Securities then held by each such Holder and the number of shares of Class A Common Stock (or securities convertible into or exercisable or exchangeable for Class A Common Stock) then held by such other holders; (ii) in the case of a Requested Underwritten Offering: (A) first, to the Holders, pro rata based on the relative number of Registrable Securities then held by each such Holder; (B) second, any remaining Holders, pro rata based on the relative number of Registrable Securities then held by each such Holder, in the case that an Initiating Holder withdraws its participation in the Requested Underwritten Offering; (C) third, to the Company; and (CD) thirdfourth, pro rata among all other holders of Class A Common Stock (or securities convertible into or exercisable or exchangeable for Class A Common Stock) entitled to participate in such Underwritten Offering, pro rata in accordance with the number of shares of Class A Common Stock (or securities convertible into or exercisable or exchangeable for Class A Common Stock) , collectively, then held by such other holders; (iii) if the offering was not initiated for and on behalf of the Company and was initiated for and on behalf of any holder of registration rights (other than any Holder): (A) first, to such other holdersholders and the Holders, pro rata based on the number of shares of Class A Common Stock (or securities convertible into or exercisable or exchangeable for Class A Common Stock), collectively, held by such other holdersholders and the Holders; (B) second, to the Company; and (C) third, pro rata among all other holders of Class A Common Stock (or securities convertible into or exercisable or exchangeable for Class A Common Stock) and the Holders proposed to be included in such offering based on the number of shares of Class A Common Stock (or securities convertible into or exercisable or exchangeable for Class A Common Stock) and Registrable Securities, as applicable, collectively, held by such other holders and holders. Notwithstanding the foregoing, if (i) an offering was initiated by the Holders, (ii) the Holders are unable to include in the offering all of the shares of Common Stock including in the Underwritten Offering Piggyback Request and (iii) the underwriters in such offering exercise their option to purchase up to an additional 15% of the shares sold in such offering, the shares to be included in such option closing shall be allocated (x) first, to the Holders, pro rata in accordance with the number of Registrable Securities then held by each such Holder until all shares included in the Underwritten Offering Piggyback Request are sold, and (y) second, to the Company.

Priority in Underwritten Offerings. In connection with an Underwritten Offering(A) If the sole or lead managing Underwriter, if as the Managing Underwriter case may be, of any such Underwritten Offering advises the Company, and shall advise the Company advises in writing (with a copy to each Holder requesting registration) on or before the Holders date five (5) Business Days prior to the date then scheduled for such offering that, in writingits opinion, that the total amount of Class A Common Stock (or securities convertible into or exercisable or exchangeable for Class A Common Stock) that the Holders and any other Persons (including the Company) intend to include in such Underwritten Offering (and any related registrationRegistrable Securities, if applicable) exceeds the number that can be included in such Underwritten Offering without being reasonably likely to have an adverse effect on the priceany, timing or distribution of the Class A Common Stock offered or the market for the Class A Common Stock (or securities convertible into or exercisable or exchangeable for Class A Common Stock), then the Class A Common Stock requested to be included in such Underwritten Offering (in each case subject to the other terms and provisions of this Agreement) shall include Registration exceeds the number of shares of Class A Common Stock that such Managing Underwriter advises the Company which can be sold without having in such adverse effect, with such number offering within a price range reasonably acceptable to the Holders of a majority of the Registrable Securities to be allocated as follows included in such Registration Statement (such writing to state the basis of such opinion and the approximate number of Registrable Securities which may be included in each casesuch offering), with respect to such Persons that have validly requested to include shares the amount of Class A Common Stock Registrable Securities included in such Underwritten Offering Registration shall be reduced in accordance with this Agreement or otherwise pursuant to rights of registration granted by order as follows: (1) the Company): (i) if the offering was initiated for and on behalf of the Company: (A) first, to the Company; and (B) second, to the Holders and to all other holders of Class A Common Stock (or securities convertible into or exercisable or exchangeable for Class A Common Stock) entitled to participate in such Underwritten Offering, pro rata in accordance with Company shall reduce the number of Registrable Securities then held to be included by each such Holder and the number all other Holders (other than a Lead Purchaser or any of shares of Class A Common Stock (or securities convertible into or exercisable or exchangeable for Class A Common Stockits Affiliates) then held by such other holders; (ii) in the case of on a Requested Underwritten Offering: (A) first, to the Holders, pro rata basis based on the relative total number of Registrable Securities then held by each such Holder;Holders and (2) the Company shall reduce the number of Registrable Securities to be included by all Lead Purchasers and their respective Affiliates on a pro rata basis based on the total number of Registrable Securities held by such Lead Purchaser and their respective Affiliates. (B) secondIn the event the Company shall not, to the Company; and (C) thirdby virtue of Section 2(c)(iv), pro rata among include in any Underwritten Registration all other holders of Class A Common Stock (or securities convertible into or exercisable or exchangeable for Class A Common Stock) entitled to participate in such Underwritten Offering, pro rata in accordance with the number of shares of Class A Common Stock (or securities convertible into or exercisable or exchangeable for Class A Common Stock) , collectively, then held by such other holders; (iii) if the offering was not initiated for and on behalf of the Company and was initiated for and on behalf Registrable Securities of any holder of registration rights (other than any Holder): (A) first, to such other holders, pro rata based on the number of shares of Class A Common Stock (or securities convertible into or exercisable or exchangeable for Class A Common Stock), collectively, held by such other holders; (B) second, to the Company; and (C) third, pro rata among all other holders of Class A Common Stock (or securities convertible into or exercisable or exchangeable for Class A Common Stock) and the Holders proposed Holder requesting to be included in such offering based on Underwritten Registration, such Holder may, upon written notice to the number Company given within five (5) Business Days of shares the time such Holder first is notified of Class A Common Stock (or securities convertible into or exercisable or exchangeable for Class A Common Stock) and such matter, reduce the amount of Registrable Securities it desires to have included in such Underwritten Registration, whereupon only the Registrable Securities, as applicableif any, collectively, held by such other holders it desires to have included will be so included and the HoldersHolders not so reducing shall be entitled to a corresponding increase in the amount of Registrable Securities to be included in such Underwritten Registration.

Priority in Underwritten Offerings. In connection with an Underwritten Offering, if the Managing Underwriter of any such Underwritten Offering advises the Company, and the Company advises the Holders in writing, that the total amount of Class A Common Stock Shares (or securities convertible into or exercisable or exchangeable for Class A Common StockShares) that the Holders and any other Persons (including the Company) intend to include in such Underwritten Offering (and any related registration, if applicable) exceeds the number that can be included in such Underwritten Offering without being reasonably likely to have an adverse effect on the price, timing or distribution of the Class A Common Stock Shares offered or the market for the Class A Common Stock Shares (or securities convertible into or exercisable or exchangeable for Class A Common StockShares), then the Class A Common Stock Shares to be included in such Underwritten Offering (in each case subject to the other terms and provisions of this Agreement) shall include the number of shares of Class A Common Stock Shares that such Managing Underwriter advises the Company can be sold without having such adverse effect, with such number to be allocated as follows (in each case, with respect to such Persons that have validly requested to include shares of Class A Common Stock Shares in such Underwritten Offering in accordance with this Agreement or otherwise pursuant to rights of registration granted by the Company): (i) if the offering was initiated for and on behalf of the Company: (A) first, to the Company; and; (B) second, to the Holders and Holders, pro rata in accordance with the number of Registrable Securities then held by each such Holder; and (C) third, to all other holders of Class A Common Stock (or securities convertible into or exercisable or exchangeable for Class A Common Stock) Shares entitled to participate in such Underwritten Offering, pro rata in accordance with the number of Registrable Securities then held by each such Holder and the number of shares of Class A Common Stock (or securities convertible into or exercisable or exchangeable for Class A Common Stock) Shares then held by such other holders; (ii) in the case of a Requested Underwritten Offering: (A) first, to the Holders, pro rata based on the relative number of Registrable Securities then held by each such Holder; (B) second, to the Company; and (C) third, pro rata among all other holders of Class A Common Stock (or securities convertible into or exercisable or exchangeable for Class A Common Stock) Shares entitled to participate in such Underwritten Offering, pro rata in accordance with the number of shares of Class A Common Stock (or securities convertible into or exercisable or exchangeable for Class A Common Stock) , collectively, Shares then held by such other holders; (iii) if the offering was not initiated for and on behalf of the Company and was initiated for and on behalf of any holder of registration rights (other than any Holder): (A) first, to such other holdersholders and the Holders, pro rata based on the number of shares of Class A Common Stock (or securities convertible into or exercisable or exchangeable for Class A Common Stock), collectively, Shares held by such other holdersholders and the Holders; (B) second, to the Company; and (C) third, pro rata among all other holders of Class A Common Stock (or securities convertible into or exercisable or exchangeable for Class A Common Stock) and the Holders Shares proposed to be included in such offering based on the number of shares of Class A Common Stock (or securities convertible into or exercisable or exchangeable for Class A Common Stock) and Registrable Securities, as applicable, collectively, Shares held by such other holders and the Holdersholders.

Priority in Underwritten Offerings. In connection with an Underwritten OfferingIf the ---------------------------------- Company at any time proposes to register shares of Common Stock as contemplated by this Section and such securities are to be distributed by or through one or more underwriters, the Company shall, if requested by any Holder or as provided in this Section 8.1, use its best efforts to arrange for such underwriters to include all the Managing Underwriter Warrant Shares to be offered and sold by such Holder among the shares of any Common Stock to be distributed by such Underwritten Offering advises underwriters, provided that if the Company, and managing underwriter of such -------- underwritten offering shall advise the Company advises the Holders in writingwriting (with a copy to each holder of Warrant Shares requesting such registration) that, that the total amount of Class A Common Stock (or securities convertible into or exercisable or exchangeable for Class A Common Stock) that the Holders in its reasonable and any other Persons (including the Company) intend to include in such Underwritten Offering (and any related registration, if applicable) exceeds good faith judgment the number that can of Warrant Shares requested to be included in such Underwritten Offering without being reasonably likely to have an adverse effect on Registration concurrently with the securities by the Company or any other Person would adversely affect the price, timing or distribution of such shares or would exceed the Class A Common Stock offered or number of shares it is advisable to offer to sell at such time (the market for the Class A Common Stock (or securities convertible into or exercisable or exchangeable for Class A Common Stock"Sales Limit"), then the Class A Common Stock Company will include in such registration, to the extent of the number of securities which the Company is so advised can be sold in such offering, the securities that the Company proposes to issue and sell for its own account and such number of shares of Warrants Shares requested to be registered by the Holders thereof pursuant to this Section 8.1 or on behalf of any other Person pro rata on the basis of the total number of shares of such securities requested to be registered by each such Person so that the aggregate number of Warrant Shares and other shares being listed by or on behalf of another Person does not exceed the difference between the aggregate Sales Limit and the securities that the Company proposes to issue and sell for its own account. Any Holder of Warrant Shares to be included in such Underwritten Offering (in each case subject Registration may withdraw its request to have its securities so included by notice to the other terms and provisions Company within five (5) Business Days after receipt of a copy of a notice from the managing underwriter pursuant to this Agreement) Section. Any or all of the conditions precedent to the obligations of such underwriters under such underwriting agreement shall include be conditions precedent to the number obligations of shares such Holders of Class A Common Stock that such Managing Underwriter advises Warrant Shares. Except as set forth in this Section 8.1, no Holder of Warrant Shares shall be required to make any representations or warranties to or agreements with the Company can be sold without having such adverse effector the underwriters other than customary representations, with such number to be allocated as follows (in each case, with respect to such Persons that have validly requested to include shares of Class A Common Stock in such Underwritten Offering in accordance with this Agreement warranties or otherwise pursuant to rights of registration granted by the Company): (i) if the offering was initiated for and on behalf of the Company: (A) first, to the Company; and (B) second, to the Holders and to all other holders of Class A Common Stock (or securities convertible into or exercisable or exchangeable for Class A Common Stock) entitled to participate in such Underwritten Offering, pro rata in accordance with the number of Registrable Securities then held by each such Holder and the number of shares of Class A Common Stock (or securities convertible into or exercisable or exchangeable for Class A Common Stock) then held by such other holders; (ii) in the case of a Requested Underwritten Offering: (A) first, to the Holders, pro rata based on the relative number of Registrable Securities then held by each agreements regarding such Holder; (B) second, to the Company; and (C) third, pro rata among all such Holder's Warrant Shares and such Holder's intended method of distribution and any other holders of Class A Common Stock (or securities convertible into or exercisable or exchangeable for Class A Common Stock) entitled to participate in such Underwritten Offering, pro rata in accordance with the number of shares of Class A Common Stock (or securities convertible into or exercisable or exchangeable for Class A Common Stock) , collectively, then held representation required by such other holders; (iii) if the offering was not initiated for and on behalf of the Company and was initiated for and on behalf of any holder of registration rights (other than any Holder): (A) first, to such other holders, pro rata based on the number of shares of Class A Common Stock (or securities convertible into or exercisable or exchangeable for Class A Common Stock), collectively, held by such other holders; (B) second, to the Company; and (C) third, pro rata among all other holders of Class A Common Stock (or securities convertible into or exercisable or exchangeable for Class A Common Stock) and the Holders proposed to be included in such offering based on the number of shares of Class A Common Stock (or securities convertible into or exercisable or exchangeable for Class A Common Stock) and Registrable Securities, as applicable, collectively, held by such other holders and the Holderslaw.

Priority in Underwritten Offerings. In connection with an Underwritten Offering, if the Managing Underwriter of any such Underwritten Offering advises the Company, and the Company advises the Holders in writing, that the total amount of Class A Common Stock (or securities convertible into or exercisable or exchangeable for Class A Common Stock) that the Holders and any other Persons (including the Company) intend to include in such Underwritten Offering (and any related registration, if applicable) exceeds the number that can be included in such Underwritten Offering without being reasonably likely to have an adverse effect on the price, timing or distribution of the Class A Common Stock offered or the market for the Class A Common Stock (or securities convertible into or exercisable or exchangeable for Class A Common Stock), then the Class A Common Stock to be included in such Underwritten Offering (in each case subject to the other terms and provisions of this Agreement) shall include the number of shares of Class A Common Stock that such Managing Underwriter advises the Company can be sold without having such adverse effect, with such number to be allocated as follows (in each case, with respect to such Persons that have validly requested to include shares of Class A Common Stock in such Underwritten Offering in accordance with this Agreement or otherwise pursuant to rights of registration granted by the Company): (i) if the offering was initiated for and on behalf of the Company: (A) first, to the Company; and (B) second, to the Holders and to all other holders of Class A Common Stock (or securities convertible into or exercisable or exchangeable for Class A Common Stock) entitled to participate in such Underwritten Offering, pro rata in accordance with the number of Registrable Securities then held by each such Holder and the number of shares of Class A Common Stock (or securities convertible into or exercisable or exchangeable for Class A Common Stock) then held by such other holders; (ii) in the case of a Requested Underwritten Offering: (A) first, to the Holders, pro rata based on the relative number of Registrable Securities then held by each such Holder; (B) second, to the Company; and (C) third, pro rata among all other holders of Class A Common Stock (or securities convertible into or exercisable or exchangeable for Class A Common Stock) entitled to participate in such Underwritten Offering, pro rata in accordance with the number of shares of Class A Common Stock (or securities convertible into or exercisable or exchangeable for Class A Common Stock) , collectively, then held by such other holders; (iii) if the offering was not initiated for and on behalf of the Company and was initiated for and on behalf of any holder of registration rights (other than any Holder): (A) first, to such other holders, pro rata based on the number of shares of Class A Common Stock (or securities convertible into or exercisable or exchangeable for Class A Common Stock), collectively, held by such other holders; (B) second, to the Company; and (C) third, pro rata among all other holders of Class A Common Stock (or securities convertible into or exercisable or exchangeable for Class A Common Stock) and the Holders proposed to be included in such offering based on the number of shares of Class A Common Stock (or securities convertible into or exercisable or exchangeable for Class A Common Stock) and Registrable Securities, as applicable, collectively, held by such other holders and the Holders.

Priority in Underwritten Offerings. In connection with an Underwritten OfferingIf the Company at any time ----------------------------------- proposes to register any of its securities as contemplated by this Section and such securities are to be distributed by or through one or more underwriters, the Company shall, if requested by the Managing Underwriter Holder or as provided in this Section 7.1, use its best efforts so arrange for such underwriters to include all the Warrants and Warrant Shares to be offered and sold by such Holder among the securities to be distributed by such underwriters, provided that if the managing -------- underwriter of any such Underwritten Offering advises the Company, and underwritten offering shall advise the Company advises the Holders in writing, that the total amount writing (with a copy to each holder of Class A Common Stock (Warrant Shares or securities convertible into or exercisable or exchangeable for Class A Common StockWarrants requesting such registration) that the Holders number of Warrants and any other Persons (including the Company) intend Warrant Shares requested to include in such Underwritten Offering (and any related registration, if applicable) exceeds the number that can be included in such Underwritten Offering without being reasonably likely to have an adverse effect on Registration concurrently with the securities by the Company or any other Person would adversely affect the price, timing or distribution of such shares or would exceed the Class A Common Stock offered or number of shares it is advisable to offer to sell at such time (the market for the Class A Common Stock (or securities convertible into or exercisable or exchangeable for Class A Common Stock"Sales Limit"), then the Class A Common Stock Company will include in such registration, to the extent of the number of securities which the Company is so advised can be sold in such offering, in priority order, first, the securities that the Company proposes to issue and sell for its own account and, second, such number of shares of Warrants and Warrants Shares requested to be registered by the Holders thereof pursuant to this Section 7.1 or on behalf of any other Person pro rata on the basis of the total number of shares of such securities requested to be registered by each such Person so that the aggregate number of Warrants and Warrant Shares and other shares being listed by or on behalf of another Person does not exceed the difference between the aggregate Sales Limit and the securities that the Company proposes to issue and sell for its own account. Any Holder of Warrant Shares to be included in such Underwritten Offering (in each case subject Registration may withdraw its request to have its securities so included by notice to the other terms and provisions Company within ten (10) Business Days after receipt of a copy of a notice from the managing underwriter pursuant to this Agreement) Section. Any or all of the conditions precedent to the obligations of such underwriters under such underwriting agreement shall include be conditions precedent to the number obligations of shares such Holders of Class A Common Stock that such Managing Underwriter advises Warrant Shares. Except as set forth in this Section 7.1, no Holder of Warrant Shares shall be requited to make any representations or warranties to or agreements with the Company can be sold without having such adverse effector the underwriters other than customary representations, with such number to be allocated as follows (in each case, with respect to such Persons that have validly requested to include shares of Class A Common Stock in such Underwritten Offering in accordance with this Agreement warranties or otherwise pursuant to rights of registration granted by the Company): (i) if the offering was initiated for and on behalf of the Company: (A) first, to the Company; and (B) second, to the Holders and to all other holders of Class A Common Stock (or securities convertible into or exercisable or exchangeable for Class A Common Stock) entitled to participate in such Underwritten Offering, pro rata in accordance with the number of Registrable Securities then held by each such Holder and the number of shares of Class A Common Stock (or securities convertible into or exercisable or exchangeable for Class A Common Stock) then held by such other holders; (ii) in the case of a Requested Underwritten Offering: (A) first, to the Holders, pro rata based on the relative number of Registrable Securities then held by each agreements regarding such Holder; (B) second, to the Company; and (C) third, pro rata among all such Holder's Warrant Shares and such Holder's intended method of distribution and any other holders of Class A Common Stock (or securities convertible into or exercisable or exchangeable for Class A Common Stock) entitled to participate in such Underwritten Offering, pro rata in accordance with the number of shares of Class A Common Stock (or securities convertible into or exercisable or exchangeable for Class A Common Stock) , collectively, then held representation required by such other holders; (iii) if the offering was not initiated for and on behalf of the Company and was initiated for and on behalf of any holder of registration rights (other than any Holder): (A) first, to such other holders, pro rata based on the number of shares of Class A Common Stock (or securities convertible into or exercisable or exchangeable for Class A Common Stock), collectively, held by such other holders; (B) second, to the Company; and (C) third, pro rata among all other holders of Class A Common Stock (or securities convertible into or exercisable or exchangeable for Class A Common Stock) and the Holders proposed to be included in such offering based on the number of shares of Class A Common Stock (or securities convertible into or exercisable or exchangeable for Class A Common Stock) and Registrable Securities, as applicable, collectively, held by such other holders and the Holderslaw.

Priority in Underwritten Offerings. In connection with an Underwritten Offering, if the Managing Underwriter of any such Underwritten Offering advises the Company, and the Company advises the Holders in writing, that that, in the reasonable opinion of the Managing Underwriter, the total amount of Class A Common Stock (or securities convertible into or exercisable or exchangeable for Class A Common Stock) that the Holders and any other Persons (including the Company) intend to include in such Underwritten Offering (and any related registration, if applicable) exceeds the number that can be included in such Underwritten Offering without being reasonably likely to have an a material adverse effect on the price, timing or distribution of the Class A Common Stock offered or the market for the Class A Common Stock (or securities convertible into or exercisable or exchangeable for Class A Common Stock), then the Class A Common Stock to be included in such Underwritten Offering (in each case subject to the other terms and provisions of this Agreement) shall include the number of shares of Class A Common Stock that such Managing Underwriter Underwriter, in its reasonable opinion, advises the Company can be sold without having such adverse effect, with such number to be allocated as follows (in each case, with respect to such Persons that have validly requested to include shares of Class A Common Stock in such Underwritten Offering in accordance with this Agreement or otherwise pursuant to rights of registration granted by the Company): (i) if the offering was initiated for and on behalf of the Company: (A) first, to the Company; and; (B) second, to the Holders and Holders, pro rata in accordance with the number of Registrable Securities then held by each such Holder; and (C) third, to all other holders of Class A Common Stock (or securities convertible into or exercisable or exchangeable for Class A Common Stock) entitled to participate in such Underwritten Offering, pro rata in accordance with the number of Registrable Securities then held by each such Holder and the number of shares of Class A Common Stock (or securities convertible into or exercisable or exchangeable for Class A Common Stock) then held by such other holders; (ii) in the case of a Requested Underwritten Offering: (A) first, to the Holders, pro rata based on the relative number of Registrable Securities then held by each such Holder; (B) second, to the Company; and (C) third, pro rata among all other holders of Class A Common Stock (or securities convertible into or exercisable or exchangeable for Class A Common Stock) entitled to participate in such Underwritten Offering, pro rata in accordance with the number of shares of Class A Common Stock (or securities convertible into or exercisable or exchangeable for Class A Common Stock) , collectively, then held by such other holders; (iii) if the offering was not initiated for and on behalf of the Company and was initiated for and on behalf of any holder of registration rights (other than any Holder): (A) first, to such other holdersholders and the Holders, pro rata based on the number of shares of Class A Common Stock (or securities convertible into or exercisable or exchangeable for Class A Common Stock), collectively, held by such other holdersholders and the Holders; (B) second, to the Company; and (C) third, pro rata among all other holders of Class A Common Stock (or securities convertible into or exercisable or exchangeable for Class A Common Stock) and the Holders proposed to be included in such offering based on the number of shares of Class A Common Stock (or securities convertible into or exercisable or exchangeable for Class A Common Stock) and Registrable Securities, as applicable, collectively, held by such other holders and holders. Notwithstanding the foregoing, if (I) an offering was initiated by the Holders, (II) the Holders are unable to include in the offering all of the shares of Class A Common Stock included in the Underwritten Offering Piggyback Request and (III) the underwriters in such offering exercise their option to purchase up to an additional 15% of the shares sold in such offering, the shares to be included in such option closings shall be allocated (x) first, to the Holders, pro rata in accordance with the number of Registrable Securities then held by each such Holder until all shares included in the Underwritten Offering Piggyback Request are sold, and (y) second, to the Company.

Priority in Underwritten Offerings. In connection with an Underwritten Offering, if the Managing Underwriter of any such Underwritten Offering advises the Company, and the Company advises the Holders in writing, that the total amount of Class A Common Stock (or securities convertible into or exercisable or exchangeable for Class A Common Stock) that the Holders and any other Persons (including the Company) intend to include in such Underwritten Offering (and any related registration, if applicable) exceeds the number that can be included in such Underwritten Offering without being reasonably likely to have an adverse effect on the price, timing or distribution of the Class A Common Stock offered or the market for the Class A Common Stock (or securities convertible into or exercisable or exchangeable for Class A Common Stock), then the Class A Common Stock to be included in such Underwritten Offering (in each case subject to the other terms and provisions of this Agreement) shall include the number of shares of Class A Common Stock that such Managing Underwriter advises the Company can be sold without having such adverse effect, with such number to be allocated as follows (in each case, with respect to such Persons that have validly requested to include shares of Class A Common Stock in such Underwritten Offering in accordance with this Agreement or otherwise pursuant to rights of registration granted by the Company): (i) if the offering was initiated for and on behalf of the Company: (A) first, to the Company; and; (B) second, to the Holders and Holders, pro rata in accordance with the number of Registrable Securities then held by each such Holder; and (C) third, to all other holders of Class A Common Stock (or securities convertible into or exercisable or exchangeable for Class A Common Stock) entitled to participate in such Underwritten Offering, pro rata in accordance with the number of Registrable Securities then held by each such Holder and the number of shares of Class A Common Stock (or securities convertible into or exercisable or exchangeable for Class A Common Stock) then held by such other holders; (ii) in the case of a Requested Underwritten Offering: (A) first, to the Holders, pro rata based on the relative number of Registrable Securities then held by each such Holder; (B) second, to the Company; and (C) third, pro rata among all other holders of Class A Common Stock (or securities convertible into or exercisable or exchangeable for Class A Common Stock) entitled to participate in such Underwritten Offering, pro rata in accordance with the number of shares of Class A Common Stock (or securities convertible into or exercisable or exchangeable for Class A Common Stock) , collectively, then held by such other holders; (iii) if the offering was not initiated for and on behalf of the Company and was initiated for and on behalf of any holder of registration rights (other than any Holder): (A) first, to such other holdersholders and the Holders, pro rata based on the number of shares of Class A Common Stock (or securities convertible into or exercisable or exchangeable for Class A Common Stock), collectively, held by such other holdersholders and the Holders; (B) second, to the Company; and (C) third, pro rata among all other holders of Class A Common Stock (or securities convertible into or exercisable or exchangeable for Class A Common Stock) and the Holders proposed to be included in such offering based on the number of shares of Class A Common Stock (or securities convertible into or exercisable or exchangeable for Class A Common Stock) and Registrable Securities, as applicable, collectively, held by such other holders holders. Notwithstanding the foregoing, if an offering was initiated by the Holders, the Holders are unable to include in the offering all of the shares of Class A Common Stock included in the Underwritten Offering Piggyback Request and the Holdersunderwriters in such offering exercise their option to purchase up to an additional 15% of the shares sold in such offering, the shares to be included in such option closings shall be allocated first to the Holders pro rata in accordance with the number of Registrable Securities then held by each such Holder until all shares included in the Underwritten Offering Piggyback Request are sold and second to the Company.

Priority in Underwritten Offerings. In connection with an Underwritten OfferingIf the Company at any time ---------------------------------- proposes to register any of its securities as contemplated by this Section and such securities are to be distributed by or through one or more underwriters, the Company shall, if requested by the Managing Underwriter Holder or as provided in this Section 9.1, use its best efforts to arrange for such underwriters to include all the Warrants and Warrant Shares to be offered and sold by such Holder among the securities to be distributed by such underwriters, provided that if the managing underwriter of any such Underwritten Offering advises the Company, and underwritten offering shall advise the Company advises the Holders in writing, that the total amount writing (with a copy to each holder of Class A Common Stock (Warrant Shares or securities convertible into or exercisable or exchangeable for Class A Common StockWarrants requesting such registration) that the Holders number of Warrants and any other Persons (including the Company) intend Warrant Shares requested to include in such Underwritten Offering (and any related registration, if applicable) exceeds the number that can be included in such Underwritten Offering without being reasonably likely to have an adverse effect on Registration concurrently with the securities by the Company or any other Person would adversely affect the price, timing or distribution of such shares or would exceed the Class A Common Stock offered or number of shares it is advisable to offer to sell at such time (the market for the Class A Common Stock (or securities convertible into or exercisable or exchangeable for Class A Common Stock"Sales Limit"), then the Class A Common Stock Company will include in such registration, to the extent of the number of securities which the Company is so advised can be sold in such offering, in priority order, first, the securities that the Company proposes to issue and sell for its own account and, second, such number of shares of Warrants and Warrants Shares requested to be registered by the Holders thereof pursuant to this Section 9.1 or on behalf of any other Person pro rata on the basis of the total number of shares of such securities requested to be registered by each such Person so that the aggregate number of Warrants and Warrant Shares and other shares being listed by or on behalf of another Person does not exceed the difference between the aggregate Sales Limit and the securities that the Company proposes to issue and sell for its own account. Any Holder of Warrant Shares to be included in such Underwritten Offering (in each case subject Registration may withdraw its request to have its securities so included by notice to the other terms and provisions Company within ten (10) Business Days after receipt of a copy of a notice from the managing underwriter pursuant to this Agreement) Section. Any or all of the conditions precedent to the obligations of such underwriters under such underwriting agreement shall include be conditions precedent to the number obligations of shares such Holders of Class A Common Stock that such Managing Underwriter advises Warrant Shares. Except as set forth in this Section 9.1, no Holder of Warrant Shares shall be required to make any representations or warranties to or agreements with the Company can be sold without having such adverse effector the underwriters other than customary representations, with such number to be allocated as follows (in each case, with respect to such Persons that have validly requested to include shares of Class A Common Stock in such Underwritten Offering in accordance with this Agreement warranties or otherwise pursuant to rights of registration granted by the Company): (i) if the offering was initiated for and on behalf of the Company: (A) first, to the Company; and (B) second, to the Holders and to all other holders of Class A Common Stock (or securities convertible into or exercisable or exchangeable for Class A Common Stock) entitled to participate in such Underwritten Offering, pro rata in accordance with the number of Registrable Securities then held by each such Holder and the number of shares of Class A Common Stock (or securities convertible into or exercisable or exchangeable for Class A Common Stock) then held by such other holders; (ii) in the case of a Requested Underwritten Offering: (A) first, to the Holders, pro rata based on the relative number of Registrable Securities then held by each agreements regarding such Holder; (B) second, to the Company; and (C) third, pro rata among all such Holder's Warrant Shares and such Holder's intended method of distribution and any other holders of Class A Common Stock (or securities convertible into or exercisable or exchangeable for Class A Common Stock) entitled to participate in such Underwritten Offering, pro rata in accordance with the number of shares of Class A Common Stock (or securities convertible into or exercisable or exchangeable for Class A Common Stock) , collectively, then held representation required by such other holders; (iii) if the offering was not initiated for and on behalf of the Company and was initiated for and on behalf of any holder of registration rights (other than any Holder): (A) first, to such other holders, pro rata based on the number of shares of Class A Common Stock (or securities convertible into or exercisable or exchangeable for Class A Common Stock), collectively, held by such other holders; (B) second, to the Company; and (C) third, pro rata among all other holders of Class A Common Stock (or securities convertible into or exercisable or exchangeable for Class A Common Stock) and the Holders proposed to be included in such offering based on the number of shares of Class A Common Stock (or securities convertible into or exercisable or exchangeable for Class A Common Stock) and Registrable Securities, as applicable, collectively, held by such other holders and the Holderslaw.

Priority in Underwritten Offerings. In connection with an Underwritten Offering, if the Managing Underwriter of any such Underwritten Offering advises the Company, and the Company advises the Holders in writing, that that, in the reasonable opinion of the Managing Underwriter, the total amount of Class A Common Stock Shares (or securities convertible into or exercisable or exchangeable for Class A Common StockShares) that the Holders and any other Persons (including the Company) intend to include in such Underwritten Offering (and any related registration, if applicable) exceeds the number that can be included in such Underwritten Offering without being reasonably likely to have an a material adverse effect on the price, timing or distribution of the Class A Common Stock Shares offered or the market for the Class A Common Stock Shares (or securities convertible into or exercisable or exchangeable for Class A Common StockShares), then the Class A Common Stock Shares to be included in such Underwritten Offering (in each case subject to the other terms and provisions of this Agreement) shall include the number of shares of Class A Common Stock Shares that such Managing Underwriter Underwriter, in its reasonable opinion, advises the Company can be sold without having such adverse effect, with such number to be allocated as follows (in each case, with respect to such Persons that have validly requested to include shares of Class A Common Stock Shares in such Underwritten Offering in accordance with this Agreement or otherwise pursuant to rights of registration granted by the Company): (i) if the offering was initiated for and on behalf of the Company: (A) first, to the Company; and; (B) second, to the Holders and Holders, pro rata in accordance with the number of Registrable Securities then held by each such Holder; and (C) third, to all other holders of Class A Common Stock (or securities convertible into or exercisable or exchangeable for Class A Common Stock) Shares entitled to participate in such Underwritten Offering, pro rata in accordance with the number of Registrable Securities then held by each such Holder and the number of shares of Class A Common Stock (or securities convertible into or exercisable or exchangeable for Class A Common Stock) Shares then held by such other holders; (ii) in the case of a Requested Underwritten Offering: (A) first, to the Holders, pro rata based on the relative number of Registrable Securities then held by each such Holder; (B) second, to the Company; and (C) third, pro rata among all other holders of Class A Common Stock (or securities convertible into or exercisable or exchangeable for Class A Common Stock) Shares entitled to participate in such Underwritten Offering, pro rata in accordance with the number of shares of Class A Common Stock (or securities convertible into or exercisable or exchangeable for Class A Common Stock) , collectively, Shares then held by such other holders; (iii) if the offering was not initiated for and on behalf of the Company and was initiated for and on behalf of any holder of registration rights (other than any Holder): (A) first, to such other holdersholders and the Holders, pro rata based on the number of shares of Class A Common Stock (or securities convertible into or exercisable or exchangeable for Class A Common Stock), collectively, Shares held by such other holdersholders and the Holders; (B) second, to the Company; and (C) third, pro rata among all other holders of Class A Common Stock (or securities convertible into or exercisable or exchangeable for Class A Common Stock) and the Holders Shares proposed to be included in such offering based on the number of shares of Class A Common Stock (or securities convertible into or exercisable or exchangeable for Class A Common Stock) and Registrable Securities, as applicable, collectively, Shares held by such other holders and the Holdersholders.

Priority in Underwritten Offerings. In connection with an Underwritten OfferingIf the Company at any time ----------------------------------- proposes to register any of its securities as contemplated by this Section and such securities are to be distributed by or through one or more underwriters, the Company shall, if requested by the Managing Underwriter Holder or as provided in this Section 7.1, use its best efforts so arrange for such underwriters to include all the Warrants and Warrant Shares to be offered and sold by such Holder among the securities to be distributed by such underwriters, provided that if the managing -------- underwriter of any such Underwritten Offering advises the Company, and underwritten offering shall advise the Company advises the Holders in writing, that the total amount writing (with a copy to each holder of Class A Common Stock (Warrant Shares or securities convertible into or exercisable or exchangeable for Class A Common StockWarrants requesting such registration) that the Holders number of Warrants and any other Persons (including the Company) intend Warrant Shares requested to include in such Underwritten Offering (and any related registration, if applicable) exceeds the number that can be included in such Underwritten Offering without being reasonably likely to have an adverse effect on Registration concurrently with the securities by the Company or any other Person would adversely affect the price, timing or distribution of such shares or would exceed the Class A Common Stock offered or number of shares it is advisable to offer to sell at such time (the market for the Class A Common Stock (or securities convertible into or exercisable or exchangeable for Class A Common Stock"Sales Limit"), then the Class A Common Stock Company will include in such registration, to the extent of the number of securities which the Company is so advised can be sold in such offering, in priority order, first, the securities that the Company proposes to issue and sell for its own account and, second, such number of shares of Warrants and Warrants Shares requested to be registered by the Holders thereof pursuant to this Section 7.1 or on behalf of any other Person pro rata on the basis of the total number of shares of such securities requested to be registered by each such Person so that the aggregate number of Warrants and Warrant Shares and other shares being listed by or on behalf of another Person does not exceed the difference between the aggregate Sales Limit and the securities that the Company proposes to issue and sell for its own account. Any Holder of Warrant Shares to be included in such Underwritten Offering (in each case subject Registration may withdraw its request to have its securities so included by notice to the other terms and provisions Company within ten (10) Business Days after receipt of a copy of a notice from the managing underwriter pursuant to this Agreement) Section. Any or all of the conditions precedent to the obligations of such underwriters under such underwriting agreement shall include be conditions precedent to the number obligations of shares such Holders of Class A Common Stock that such Managing Underwriter advises Warrant Shares. Except as set forth in this Section 7.1, no Holder of Warrant Shares shall be required to make any representations or warranties to or agreements with the Company can be sold without having such adverse effector the underwriters other than customary representations, with such number to be allocated as follows (in each case, with respect to such Persons that have validly requested to include shares of Class A Common Stock in such Underwritten Offering in accordance with this Agreement warranties or otherwise pursuant to rights of registration granted by the Company): (i) if the offering was initiated for and on behalf of the Company: (A) first, to the Company; and (B) second, to the Holders and to all other holders of Class A Common Stock (or securities convertible into or exercisable or exchangeable for Class A Common Stock) entitled to participate in such Underwritten Offering, pro rata in accordance with the number of Registrable Securities then held by each such Holder and the number of shares of Class A Common Stock (or securities convertible into or exercisable or exchangeable for Class A Common Stock) then held by such other holders; (ii) in the case of a Requested Underwritten Offering: (A) first, to the Holders, pro rata based on the relative number of Registrable Securities then held by each agreements regarding such Holder; (B) second, to the Company; and (C) third, pro rata among all such Holder's Warrant Shares and such Holder's intended method of distribution and any other holders of Class A Common Stock (or securities convertible into or exercisable or exchangeable for Class A Common Stock) entitled to participate in such Underwritten Offering, pro rata in accordance with the number of shares of Class A Common Stock (or securities convertible into or exercisable or exchangeable for Class A Common Stock) , collectively, then held representation required by such other holders; (iii) if the offering was not initiated for and on behalf of the Company and was initiated for and on behalf of any holder of registration rights (other than any Holder): (A) first, to such other holders, pro rata based on the number of shares of Class A Common Stock (or securities convertible into or exercisable or exchangeable for Class A Common Stock), collectively, held by such other holders; (B) second, to the Company; and (C) third, pro rata among all other holders of Class A Common Stock (or securities convertible into or exercisable or exchangeable for Class A Common Stock) and the Holders proposed to be included in such offering based on the number of shares of Class A Common Stock (or securities convertible into or exercisable or exchangeable for Class A Common Stock) and Registrable Securities, as applicable, collectively, held by such other holders and the Holderslaw.