Common use of Priority of Incidental Registration Clause in Contracts

Priority of Incidental Registration. If the managing underwriter or underwriters of any proposed Underwritten Offering of a class of securities included in an Incidental Registration (or in the case of an Incidental Registration not being underwritten, the Issuer) informs the holders of Registrable Securities of any class sought to be included in such registration in writing that, in its or their opinion, the total amount or kind of securities which such holders and any other Persons intend to include in such offering exceeds the number or amount which can be sold in such offering without being likely to have a significant adverse effect on the price, timing or distribution of the class or classes of the securities offered or the market for the class or classes of securities offered, then the securities of each class to be included in such registration shall be allocated as follows: (i) first, 100% of the securities that the Issuer or (subject to Section 2.7) any Person (other than a holder of Registrable Securities) exercising a contractual right to demand registration has proposed to sell shall be included therein; (ii) second, and only if all the securities referenced in clause (i) have been included, the number or amount of Registrable Securities of such class that, in the opinion of such underwriter or underwriters (or in the case of an Incidental Registration not being underwritten, the Issuer), can be sold without having such adverse effect shall be included therein, with such number or amount to be allocated pro rata among the holders which have requested participation in the Incidental Registration (based, for each such holder, on the percentage derived by dividing (x) the number or amount of Registrable Securities of such class which such holder has requested to include in such Incidental Registration by (y) the aggregate number or amount of Registrable Securities of such class which all such holders have requested to include); and (iii) third, and only if all of the Registrable Securities referenced in clauses (i) and (ii) have been included, any other securities eligible for inclusion in such registration shall be included therein.

Priority of Incidental Registration. If the managing underwriter or underwriters of any proposed Underwritten Offering of a class of securities included in an Incidental Registration (or in the case of an Incidental Registration not being underwritten, the Issuer) informs the holders Holders of Registrable Securities of any class sought to be included in such registration pursuant to Section 2.2(a) in writing (an “Incidental Cutback Notice”) that, in its or their opinion, the total amount or kind of securities which such holders Holders and any other Persons intend to include in such offering exceeds the number or amount which can be sold in such offering without being likely to have a significant adverse effect on the price, timing or distribution of the class or classes of the securities offered or the market for the class or classes of securities offeredoffered or for the Common Stock (the foregoing, an “Underwriter Cutback Condition”), then the securities of each class to be included Company shall include in such registration shall be allocated as follows: (i) first, 100% of the securities that the Issuer or (subject to Section 2.7) any Person (other than a holder of Registrable Securities) exercising a contractual right to demand registration has proposed to sell shall be included therein; (ii) second, and only if all the securities referenced in clause (i) have been included, the number or amount of Registrable Securities of such class thatwhich, in the good faith opinion of such underwriter or underwriters (or in the case of an Incidental Registration not being underwritten, the Issuer), can be sold included without having such an adverse effect effect, selected in the following order: (1) if the registration is being effected by stockholders of the Company pursuant to the exercise of contractual demand registration rights (other than pursuant to the exercise of Demand Rights under this Agreement, in which event the provisions of Section 2.1(h)(5) shall govern), (A) first, the securities, if any, being sold by such other stockholders exercising such demand registration rights, allocated as they and the Company shall so determine; (B) second, the Registrable Securities, if any, requested to be included therein, with such number or amount by the Holders pursuant to be this Section 2.2 allocated pro rata among the holders which have requested participation in the Incidental Registration (based, for each such holder, based on the percentage derived by dividing (x) the number or amount of Registrable Securities owned by such Holder as a percentage of the number of Registrable Securities held by all Holders seeking to participate in such class which registration; and (C) third, securities, if any, requested to be included by the Company and by any other stockholders of the Company in accordance with agreements between the Company and such holder has requested other stockholders, allocated among them as they shall so determine; provided, however, in no event shall any particular Holder be permitted to include in such Incidental Registration by (y) registration any Registrable Securities in excess of the aggregate number or amount of Registrable Securities of which such class which all Holder originally sought to include in such holders have requested to include)registration; and (iii2) if the registration is being effected by the Company for its own account or is a Target Registration, (A) first, the securities, if any, being sold by the Company and the Holders of the Company’s securities for whom the Target Registration is undertaken, allocated among them as they shall so determine; (B) second, the Registrable Securities, if any, requested to be included by the Holders pursuant to Section 2.2, allocated pro rata based on the on the number of Registrable Securities owned by such Holder as a percentage of the number of Registrable Securities held by all Holders seeking to participate in such registration; and (C) third, and only the securities, if all any, requested to be included by any other stockholders of the Registrable Securities referenced Company in clauses (i) accordance with agreements between the Company and (ii) have been includedsuch other, allocated in accordance with such agreements; provided, however, in no event shall any other securities eligible for inclusion particular Holder be permitted to include in such registration shall be included thereinany Registrable Securities in excess of the number of Registrable Securities which such Holder originally sought to include in such registration. In the event of a cutback pursuant to this Section 2.2(b), each of the Holders agrees that it will not include Registrable Securities in any registration effected pursuant to the Securities Act in a manner that is not in compliance with the foregoing priorities set forth in Section 2.2(b)(1) and Section 2.2(b)(2).

Priority of Incidental Registration. If the managing underwriter or underwriters of any proposed Underwritten Offering of a class of securities included in an Incidental Registration (or in the case of an Incidental Registration not being underwritten, the Issuer) informs the holders of Registrable Securities of any class sought to be included in such registration in writing that, in its or their opinion, the total amount or kind of securities which such holders and any other Persons intend to include in such offering exceeds the number or amount which can be sold in such offering without being likely to have a significant adverse effect on the price, timing or distribution of the class or classes of the securities offered or the market for the class or classes of securities offeredoffered or the Issuer’s common stock, then the securities of each class to be included in such registration shall be allocated as follows: (i1) first, 100% of the securities that the Issuer or (subject to Section 2.7) any Person (other than a holder of Registrable Securities) exercising a contractual right to demand registration has proposed to sell shall be included therein, if any; (ii2) second, and only if all the securities referenced in clause (i) have been included, the number or amount of Registrable Securities of such class class, if any, that, in the opinion of such underwriter or underwriters (or in the case of an Incidental Registration not being underwritten, the Issuer), can be sold without having such adverse effect shall be included therein, with such number or amount to be allocated pro rata among the holders which have requested participation in the Incidental Registration (based, for each such holder, on the percentage derived by dividing (x) the number or amount of Registrable Securities of such class which such holder has requested to include in such Incidental Registration by (y) the aggregate number or amount of Registrable Securities of such class which all such holders have requested to include); and (iii3) third, and only if all of the Registrable Securities referenced in clauses (i1) and (ii2) have been included, any other securities eligible for inclusion in such registration shall be included therein.

Priority of Incidental Registration. If the managing underwriter or underwriters of any proposed Underwritten Offering of a class of securities included in an Incidental Registration (or in the case of an Incidental Registration not being underwritten, the Issuer) informs the holders Holders of Registrable Securities of any class sought to be included in such registration pursuant to Section 2.2(a) in writing (such notice, an “Incidental Cutback Notice”) that, in its or their opinion, the total amount or kind of securities which such holders Holders and any other Persons intend to include in such offering exceeds the number or amount which can be sold in such offering without being likely to have a significant adverse effect on the price, timing or distribution of the class or classes of the securities offered or the market for the class or classes of securities offeredoffered or for the Common Stock (the foregoing, an “Underwriter Cutback Condition”), then the securities of each class to be included Company shall include in such registration shall be allocated as follows: (i) first, 100% of the securities that the Issuer or (subject to Section 2.7) any Person (other than a holder of Registrable Securities) exercising a contractual right to demand registration has proposed to sell shall be included therein; (ii) second, and only if all the securities referenced in clause (i) have been included, the number or amount of Registrable Securities of such class thatwhich, in the good faith opinion of such underwriter or underwriters (or in the case of an Incidental Registration not being underwritten, the Issuer), can be sold included without having such an adverse effect effect, selected in the following order: (1) if the registration is being effected with respect to stockholders of the Company pursuant to the exercise of contractual demand registration rights (other than pursuant to Section 2.1), (A) first, the securities, if any, being sold by such other stockholders exercising such demand registration rights, allocated as they and the Company shall so determine; (B) second, the Registrable Securities, if any, requested to be included therein, with such number or amount by the Holders pursuant to be this Section 2.2 allocated pro rata among the holders which have requested participation in the Incidental Registration (based, for each such holder, based on the percentage derived by dividing (x) the number or amount of Registrable Securities owned by such Holder as a percentage of the number of Registrable Securities held by all Holders seeking to participate in such class which registration; and (C) third, securities, if any, requested to be included by the Company and by any other stockholders of the Company in accordance with agreements between the Company and such holder has requested other stockholders, allocated among them as they shall so determine; provided, however, in no event shall any particular Holder be permitted to include in such Incidental Registration by (y) registration any Registrable Securities in excess of the aggregate number or amount of Registrable Securities of which such class which all Holder originally sought to include in such holders have requested to include)registration; and (iii2) if the registration is being effected by the Company for its own account or is a Target Registration, (A) first, the securities, if any, being sold by the Company and the Holders of the Company’s securities for whom the Target Registration is undertaken, allocated among them as they shall so determine; (B) second, the Registrable Securities, if any, requested to be included by the Holders pursuant to Section 2.2, allocated pro rata based on the on the number of Registrable Securities owned by such Holder as a percentage of the number of Registrable Securities held by all Holders seeking to participate in such registration; and (C) third, and only the securities, if all any, requested to be included by any other stockholders of the Registrable Securities referenced Company in clauses (i) accordance with agreements between the Company and (ii) have been includedsuch other, allocated in accordance with such agreements; provided, however, in no event shall any other securities eligible for inclusion particular Holder be permitted to include in such registration shall be included thereinany Registrable Securities in excess of the number of Registrable Securities which such Holder originally sought to include in such registration. In the event of a cutback pursuant to this Section 2.2(b), each of the Holders agrees that it will not include Registrable Securities in any registration effected pursuant to the Securities Act in a manner that is not in compliance with the foregoing priorities set forth in Section 2.2(b)(1) and Section 2.2(b)(2).

Priority of Incidental Registration. If the managing underwriter or underwriters of any proposed Underwritten Offering of a class of securities included in an Incidental Registration (or in the case of an Incidental Registration not being underwritten, the IssuerCompany) informs the holders of Registrable Securities of any class sought to be included in such registration in writing that, in its or their opinion, the total amount or kind of securities which such holders and any other Persons intend to include in such offering exceeds the number or amount which can be sold in such offering without being likely to have a significant adverse effect on the price, timing or distribution of the class or classes of the securities offered or the market for the class or classes of securities offeredoffered or the Company’s publicly traded capital stock, then the securities of each class to be included in such registration shall be allocated as follows: (i) first, 100% of the securities that the Issuer Company or (subject to Section 2.7) any Person (other than a holder of Registrable Securities) exercising a contractual right to demand registration has proposed to sell shall be included therein; (ii) second, and only if all the securities referenced in clause (i) have been included, the number or amount of Registrable Securities of such class that, in the opinion of such underwriter or underwriters (or in the case of an Incidental Registration not being underwritten, the IssuerCompany), can be sold without having such adverse effect shall be included therein, with such number or amount to be allocated pro rata among the holders which have requested participation in the Incidental Registration (based, for each such holder, on the percentage derived by dividing (x) the number or amount of Registrable Securities of such class which such holder has requested to include in such Incidental Registration by (y) the aggregate number or amount of Registrable Securities of such class which all such holders have requested to include); and (iii) third, third and only if all of the Registrable Securities referenced in clauses (i) and (ii) have been included, any other securities eligible for inclusion in such registration shall be included therein.

Priority of Incidental Registration. If the managing underwriter or underwriters of any proposed Underwritten Offering of a class of securities included in an Incidental Registration (or in the case of an Incidental Registration not being underwritten, the Issuer) informs the holders of Registrable Securities of any class sought to be included in such registration pursuant to Section 2.2(a) in writing (an "Incidental Cutback Notice") that, in its or their opinion, the total amount or kind of securities which such holders and any other Persons intend to include in such offering exceeds the number or amount which can be sold in such offering without being likely to have a significant adverse effect on the price, timing or distribution of the class or classes of the securities offered or the market for the class or classes of securities offeredoffered or for the Common Stock (the foregoing, an "Underwriter Cutback Condition"), then the securities of each class to be included Issuer shall include in such registration shall only the number of Registrable Securities which, in the good faith opinion of such underwriter can be allocated as followsincluded without having such an adverse effect, selected in the following order: (i) if the registration is being effected pursuant to the exercise of Demand Rights, (A) first, 100% the securities, if any, being sold by such Person(s) initiating the Demand Right and holders who are Participating Holders with respect thereto, allocated pro rata based on the number of Registrable Securities requested to be included thereby by each such holder prior to its receipt of the securities that Incidental Cutback Notice; (B) second, if applicable, the securities, if any, which are of the same class as the Registrable Securities and are requested to be included by stockholders of the Issuer or who are parties to the Existing Registration Rights Agreements (to the extent required by the Existing Registration Rights Agreements and subject to the terms and conditions thereof) and who validly requested participation in such registration pursuant thereto, allocated in accordance with the Existing Registration Rights Agreements; and (C) third, the Registrable Securities, if any, requested to be included by the holders pursuant to this Section 2.7) any Person (other than a holder 2.2, allocated pro rata based on the number of Registrable Securities) exercising a contractual right Securities requested to demand registration has proposed to sell shall be included therein;thereby by each such holder prior to its receipt of the Incidental Cutback Notice. (ii) if the registration is being effected by other stockholders of the Issuer pursuant to the exercise of demand registration rights under the Existing Registration Rights Agreements, and the Incidental Registration Notice is given after the Group II Registration Period, (A) first, the securities, if any, being sold by such other stockholders exercising such demand registration rights, allocated in accordance with the Existing Registration Rights Agreements; (B) second, and only the Registrable Securities, if all any, requested to be included by the securities referenced in clause (i) have been included, holders pursuant to this Section 2.2 allocated pro rata based on the number or amount of Registrable Securities requested to be included by each such holder prior to its receipt of such class thatthe Incidental Cutback Notice; (C) third, in the opinion of such underwriter or underwriters (or in the case of an Incidental Registration not being underwrittensecurities, if any, requested to be included by the Issuer), can be sold without having such adverse effect shall be included therein, with such number or amount to be allocated pro rata among the holders which have requested participation in the Incidental Registration (based, for each such holder, on the percentage derived by dividing (x) the number or amount of Registrable Securities of such class which such holder has requested to include in such Incidental Registration by (y) the aggregate number or amount of Registrable Securities of such class which all such holders have requested to include); and (D) fourth, if applicable, the securities, if any, requested to be included by any other stockholders of the Issuer in accordance with agreements between the Issuer and such other stockholders (other than the Existing Registration Rights Agreements), allocated in accordance with such agreements; (iii) if the registration is being effected by other stockholders of the Issuer pursuant to the exercise of demand registration rights under the Existing Registration Rights Agreements, and the Incidental Registration Notice is given during the Group II Registration Period, (A) first, the securities, if any, being sold by such other stockholders exercising such demand registration rights, allocated in accordance with the Existing Registration Rights Agreements; (B) second, the Registrable Securities, if any, requested to be included by the Group II Stockholders pursuant to this Section 2.2 allocated pro rata based on the number of Registrable Securities requested to be included by each such holder prior to its receipt of the Incidental Cutback Notice; (C) third, and only the Registrable Securities, if all any, requested to be included by the Group I Stockholders pursuant to this Section 2.2 allocated pro rata based on the number of Registrable Securities requested to be included by each such holder prior to its receipt of the Incidental Cutback Notice; (D) fourth, securities, if any, requested to be included by the Issuer; and (E) fifth, if applicable, the securities, if any, requested to be included by any other stockholders of the Issuer in accordance with agreements between the Issuer and such other stockholders (other than the Existing Registration Rights Agreements), allocated in accordance with such agreements; (iv) if the registration is being effected by the Issuer for its own account, and the Incidental Registration Notice is given after the Group II Registration Period, (A) first, the securities, if any, being sold by the Issuer; (B) second, the securities, if any, requested to be included by other stockholders of the Issuer in accordance with the Existing Registration Rights Agreements (to the extent required by the Existing Registration Rights Agreements and subject to the terms and conditions thereof) and who validly requested participation in such registration pursuant thereto, allocated in accordance with the Existing Registration Rights Agreements; (C) third, the Registrable Securities, if any, requested to be included by the holders pursuant to Section 2.2, allocated pro rata based on the number of Registrable Securities referenced requested to be included by such holder prior to its receipt of the Incidental Cutback Notice; and (D) fourth, if applicable, the securities, if any, requested to be included by any other stockholders of the Issuer in accordance with agreements between the Issuer and such other stockholders (other than the Existing Registration Rights Agreements) and who validly requested participation in such registration pursuant thereto, allocated in accordance with such agreements; (v) if the registration is being effected by the Issuer for its own account, and the Incidental Registration Notice is given during the Group II Registration Period, (A) first, the securities, if any, being sold by the Issuer; (B) second, the securities, if any, requested to be included by other stockholders of the Issuer in accordance with the Existing Registration Rights Agreements (to the extent required by the Existing Registration Rights Agreements and subject to the terms and conditions thereof) and who validly requested participation in such registration pursuant thereto, allocated in accordance with the Existing Registration Rights Agreements; (C) third, the Registrable Securities, if any, requested to be included by the Group II Stockholders pursuant to Section 2.2, allocated pro rata based on the number of Registrable Securities requested to be included by each such holder prior to its receipt of the Incidental Cutback Notice; (D) fourth, the Registrable Securities, if any, requested to be included by the Group I Stockholders pursuant to Section 2.2, allocated pro rata based on the number of Registrable Securities requested to be included by each such holder prior to receipt of the Incidental Cutback Notice; and (E) fifth, if applicable, the securities, if any, requested to be included by any other stockholders of the Issuer in accordance with agreements between the Issuer and such other stockholders (other than the Existing Registration Rights Agreements) and who validly requested participation in such registration pursuant thereto, allocated in accordance with such agreements; (vi) if the registration is being effected by other stockholders of the Issuer pursuant to the exercise of contractual demand registration rights in accordance with agreements between the Issuer and such other stockholders (other than the Existing Registration Rights Agreements), the priorities will be, without prejudice to Section 2.6, as set forth in such agreements. In the event of a cutback pursuant to this Section 2.2(b), each of the holders agrees that it will not include Registrable Securities in any registration effected pursuant to the Securities Act in a manner that is not in compliance with the foregoing priorities set forth in clauses (i) and through (ii) have been included, any other securities eligible for inclusion in such registration shall be included thereinvi).

Priority of Incidental Registration. If the managing underwriter or underwriters of any proposed Underwritten Offering of a class of securities included in an Incidental Registration (or in the case of an Incidental Registration not being underwritten, the Issuer) informs the holders of Registrable Securities of any class sought to be included in such registration pursuant to Section 2.2(a) in writing (an “Incidental Cutback Notice”) that, in its or their opinion, an Underwriter Cutback Condition exists, then the total amount or kind of securities which such holders and any other Persons intend to Issuer shall include in such offering exceeds registration only the number or amount which of Registrable Securities which, in the good faith opinion of such underwriter can be sold included without having such an adverse effect, selected in such offering without being likely to have a significant adverse effect on the price, timing or distribution of the class or classes of the securities offered or the market for the class or classes of securities offered, then the securities of each class to be included in such registration shall be allocated as followsfollowing order: (i) if the registration is being effected pursuant to the exercise of Demand Rights, (A) first, 100% the securities, if any, being sold by such Person(s) initiating the Demand Right and holders who are Participating Holders with respect thereto, allocated pro rata based on the number of Registrable Securities requested to be included thereby by each such holder prior to its receipt of the securities that Incidental Cutback Notice; Table of Contents (B) second, if applicable, the securities, if any, which are of the same class as the Registrable Securities and are requested to be included by stockholders of the Issuer or who are parties to the Existing Registration Rights Agreements (to the extent required by the Existing Registration Rights Agreements and subject to the terms and conditions thereof) and who validly requested participation in such registration pursuant thereto, allocated in accordance with the Existing Registration Rights Agreements; and (C) third, the Registrable Securities, if any, requested to be included by the holders pursuant to this Section 2.7) any Person (other than a holder 2.2, allocated pro rata based on the number of Registrable Securities) exercising a contractual right Securities requested to demand registration has proposed to sell shall be included therein;thereby by each such holder prior to its receipt of the Incidental Cutback Notice. (ii) if the registration is being effected by other stockholders of the Issuer pursuant to the exercise of demand registration rights under the Existing Registration Rights Agreements, (A) first, the securities, if any, being sold by such other stockholders exercising such demand registration rights, allocated in accordance with the Existing Registration Rights Agreements; (B) second, and only the Registrable Securities, if all any, requested to be included by the securities referenced in clause (i) have been includedholders pursuant to this Section 2.2, allocated pro rata based on the number or amount of Registrable Securities requested to be included by each such holder prior to its receipt of such class thatthe Incidental Cutback Notice; (C) third, in the opinion of such underwriter or underwriters (or in the case of an Incidental Registration not being underwrittensecurities, if any, requested to be included by the Issuer), can be sold without having such adverse effect shall be included therein, with such number or amount to be allocated pro rata among the holders which have requested participation in the Incidental Registration (based, for each such holder, on the percentage derived by dividing (x) the number or amount of Registrable Securities of such class which such holder has requested to include in such Incidental Registration by (y) the aggregate number or amount of Registrable Securities of such class which all such holders have requested to include); and (D) fourth, if applicable, the securities, if any, requested to be included by any other stockholders of the Issuer in accordance with agreements between the Issuer and such other stockholders (other than the Existing Registration Rights Agreements), allocated in accordance with such agreements; (iii) if the registration is being effected by the Issuer for its own account, (A) first, the securities, if any, being sold by the Issuer; (B) second, the securities, if any, requested to be included by other stockholders of the Issuer in accordance with the Table of Contents Existing Registration Rights Agreements (to the extent required by the Existing Registration Rights Agreements and subject to the terms and conditions thereof) and who validly requested participation in such registration pursuant thereto, allocated in accordance with the Existing Registration Rights Agreements; (C) third, and only the Registrable Securities, if all any, requested to be included by the holders pursuant to Section 2.2, allocated pro rata based on the number of Registrable Securities requested to be included by such holder prior to its receipt of the Incidental Cutback Notice; and (D) fourth, if applicable, the securities, if any, requested to be included by any other stockholders of the Issuer in accordance with agreements between the Issuer and such other stockholders (other than the Existing Registration Rights Agreements) and who validly requested participation in such registration pursuant thereto, allocated in accordance with such agreements; (iv) if the registration is being effected by other stockholders of the Issuer pursuant to the exercise of contractual demand registration rights in accordance with agreements between the Issuer and such other stockholders (other than the Existing Registration Rights Agreements), the priorities will be, without prejudice to Section 2.6, as set forth in such agreements. In the event of a cutback pursuant to this Section 2.2(b), each of the holders agrees that it will not include Registrable Securities referenced in any registration effected pursuant to the Securities Act in a manner that is not in compliance with the foregoing priorities set forth in clauses (i) and through (ii) have been included, any other securities eligible for inclusion in such registration shall be included thereiniv).

Priority of Incidental Registration. If the managing underwriter or underwriters of any proposed Underwritten Offering underwritten offering of a class of securities included in an Incidental Registration (or in the case of an Incidental Registration not being underwritten, the IssuerCompany) informs the holders Holders of Registrable Securities of any class sought to be included in such registration in writing that, in its or their opinion, the total amount or kind of securities which such holders Holders and any other Persons intend to include in such offering exceeds the number or amount which can be sold in such offering without being likely to have a significant adverse effect on the price, timing or distribution of the class or classes of the securities offered or the market for the class or classes of securities offered, then the securities of each class to be included in such registration shall be allocated as follows: (iA) first, 100% of the securities that the Issuer Company or the Bricoleur Parties (with respect to the Bricoleur Parties, subject to the conditions in Section 2.7) any Person (other than a holder of Registrable Securities) exercising a contractual right to demand registration has proposed to sell shall be included therein2(d)(i)(4)); (iiB) second, and only if all the securities referenced in clause (i) have been included, the number or amount of Registrable Securities of such class that, in the opinion of such underwriter or underwriters (or in the case of an Incidental Registration not being underwritten, the IssuerCompany), can be sold without having such adverse effect shall be included therein, with such number or amount to be allocated pro rata among the holders Holders which have requested participation in the Incidental Registration (based, for each such holderHolder, on the percentage derived by dividing (x) the number or amount of Registrable Securities of such class which such holder Holder has requested to include in such Incidental Registration by (y) the aggregate number or amount of Registrable Securities of such class which all such holders Holders have requested to include); and (iiiC) third, and only if all of the Registrable Securities referenced in clauses (i) and (ii) have been included, any other securities eligible for inclusion in such registration shall be included therein.

Priority of Incidental Registration. If the managing underwriter or underwriters of any proposed Underwritten Offering of a class of securities included in an Incidental Registration (or in the case of an Incidental Registration not being underwritten, the Issuer) informs the holders of Registrable Securities of any class sought to be included in such registration in writing that, in its or their opinion, the total amount or kind of securities which such holders and any other Persons intend to include in such offering exceeds the number or amount which can be sold in such offering without being likely to have a significant adverse effect on the price, timing or distribution of the class or classes of the securities offered or the market for the class or classes of securities offeredoffered or the Issuer's common stock, then the securities of each class to be included in such registration shall be allocated as follows: (i) first, 100% of the securities that the Issuer or (subject to Section 2.7) any Person (other than a holder of Registrable Securities) exercising a contractual right to demand registration has proposed to sell shall be included therein; (ii) second, and only if all the number of securities referenced of such class held by other Persons that, at the date of the date of the Purchase Agreement, had an existing contractual right to participate in clause such registration that in the opinion of such underwriter or underwriters (ior in the case of an Incidental Registration not being underwritten, the Issuer), can be sold without having such adverse effect shall be included therein, (iii) have been includedthird, the number or amount of Registrable Securities of such class that, that in the opinion of such underwriter or underwriters (or in the case of an Incidental Registration not being underwritten, the Issuer), can be sold without having such adverse effect shall be included therein, with such number or amount to be allocated pro rata among the holders which that have requested participation in the Incidental Registration (based, for each such holder, on the percentage derived by dividing (x) the number or amount of Registrable Securities of such class which that such holder has requested to include in such Incidental Registration by (y) the aggregate number or amount of Registrable Securities of such class which that all such holders have requested to include); and (iiiiv) thirdfourth, and only if all of the Registrable Securities referenced in clauses (i) and (iiiii) have been included, any other securities eligible for inclusion in such registration shall be included therein.

Priority of Incidental Registration. If the managing underwriter or underwriters of any proposed Underwritten Offering of a class of securities included in an Incidental Registration (or in the case of an Incidental Registration not being underwritten, the Issuer) informs the holders of Registrable Securities subject of any class sought to be included in such registration a Piggyback Election Notice in writing that, in its or their opinion, the total amount or kind of securities which such holders and any other Persons intend to include in such offering exceeds the number or amount which can be sold in such offering without being likely to have a significant adverse effect on the price, timing or distribution of the class or classes of the securities offered or the market for the class or classes of securities offered, then the securities of each class to be included in such registration shall be allocated as follows: (i) first, 100% of to the securities Company for any Shares that the Issuer or (subject it proposes to Section 2.7) any Person (other than a holder of Registrable Securities) exercising a contractual right to demand registration has proposed to issue and sell shall be included thereinfor its own account; (ii) second, and only if all to the securities referenced holders desiring to participate in clause (i) have been includedsuch registration, pro rata based on the number or amount of Registrable Securities of owned by each such class thatholder (but, in for any Investor, not to exceed the opinion of such underwriter or underwriters (or in the case of an Incidental Registration not being underwritten, the Issuer), can be sold without having such adverse effect shall amount requested to be included therein, with such number or amount to be allocated pro rata among the holders which have requested participation in the Incidental Registration (based, for each such holder, on the percentage derived by dividing (x) the number or amount of Registrable Securities of such class which such holder has requested to include in such Incidental Registration by (y) the aggregate number or amount of Registrable Securities of such class which all such holders have requested to includeInvestor’s election notice); and (iii) thirdthereafter, to any other Persons for whom the Company is obligated to register Registrable Securities pursuant to other registration rights agreements. Notwithstanding the foregoing, a Management Investor shall not be entitled to participate in any such registration to the extent that the managing underwriter or underwriters of any proposed Underwritten Offering in an Incidental Registration has advised in writing (with a copy to each affected Person requesting registration of Registrable Securities) that it has determined in good faith (taking into account the management position and only if all the extent of holdings of such Management Investor) that the participation of such Management Investor would likely have a significant adverse effect on the price, timing or distribution of the Registrable Securities referenced class of securities offered or the market for the class of securities offered, it being understood and agreed that there shall be included in clauses such registration that number of shares of such Management Investor (i) and up to the pro rata amount specified in clause (ii) have been included, any other securities eligible for inclusion above) which can be sold in such registration shall be included thereinoffering without having a significant adverse effect on the price, timing or distribution of the class of securities offered or the market for the class of securities offered.