Common use of Priority of Piggyback Registration Clause in Contracts

Priority of Piggyback Registration. If the managing underwriter or underwriters of any proposed offering of Registrable Securities included in a Piggyback Registration informs the Company and the participating Holders in writing that, in its or their opinion, the number of securities that such Holders and any other Persons intend to include in such offering exceeds the number that can be sold in such offering without being likely to have a significant adverse effect on the price, timing or distribution of the securities offered or the market for the securities offered, then the securities to be included in such Registration shall be (i) first, one hundred percent (100%) of the securities that the Company proposes to sell, and (ii) second, and only if all the securities referred to in clause (i) have been included, the number of Registrable Securities that, in the opinion of such managing underwriter or underwriters, can be sold without having such adverse effect, with such number to be allocated among the Holders that have requested to participate in such Registration based on an amount equal to the lesser of (i) the number of such Registrable Securities requested to be sold by such Holder, and (ii) a number of such shares equal to such Holder’s Pro Rata Portion and (iii) third, and only if all of the Registrable Securities referred to in clause (ii) have been included in such Registration, any other securities eligible for inclusion in such Registration.

Priority of Piggyback Registration. If the managing underwriter or underwriters of any proposed offering Underwritten Offering of Registrable Securities included in a Piggyback Registration informs the Company and the participating Holders that have requested to participate in such Piggyback Registration in writing that, in its or their opinion, the number of securities that which such Holders and any other Persons intend to include in such offering exceeds the number that which can be sold in such offering without being likely to have a significant adverse effect on the price, timing or distribution of the securities offered or the market for the securities offered, then the securities to be included in such Registration shall be (i) first, one hundred percent (100%) of the securities that the Company proposes to sell, and (ii) second, and only if all the securities referred to in clause (i) have been included, the number of Registrable Securities that, in the opinion of such managing underwriter or underwriters, can be sold without having such adverse effecteffect in such Registration, with which such number to shall be allocated pro rata among the Holders that have requested to participate in such Registration based on an amount equal each Holder’s Pro Rata Percentage (provided that any securities thereby allocated to the lesser of (i) the number of such Registrable Securities requested to be sold by a Holder that exceed such Holder, ’s request shall be reallocated among the remaining requesting Holders in like manner) and (ii) a number of such shares equal to such Holder’s Pro Rata Portion and (iii) thirdsecond, and only if all of the Registrable Securities referred to in clause (iii) have been included in such Registration, any other securities eligible for inclusion in such Registration that, in the opinion of the managing underwriter or underwriters, can be sold without having such adverse effect in such Registration.

Priority of Piggyback Registration. If the managing underwriter or underwriters of any proposed offering of Registrable Securities included in a Piggyback Registration informs the Company and the participating Holders in writing that, in its or their opinion, the number of securities that such Holders and any other Persons intend to include in such offering exceeds the number that can be sold in such offering without being likely to have a significant adverse effect on the price, timing or distribution of the securities offered or the market for the securities offered, then the securities to be included in such Registration shall be (i) first, one hundred percent (100%) of the securities that the Company proposes to sell, and ; (ii) second, and only if all the securities referred to in clause (i) have been included, the number of Registrable Securities that, in the opinion of such managing underwriter or underwriters, can be sold without having such adverse effect, with such number to be allocated among the Holders that have requested to participate in such Registration based on an amount equal to the lesser of (ix) the number of such Registrable Securities requested to be sold by such Holder, and (iiy) a number of such shares equal to such Holder’s Pro Rata Portion and Portion; (iii) third, and only if all of the Registrable Securities referred to in clause (ii) have been included in such Registration, any other securities eligible for inclusion in such Registration.

Priority of Piggyback Registration. If the managing underwriter or underwriters of any proposed offering of Registrable Securities included in a Piggyback Registration informs the Company and the participating Holders in writing that, in its or their opinion, the number of securities that such Holders and any other Persons intend to include in such offering exceeds the number that can be sold in such offering without being likely to have a significant adverse effect on the price, timing or distribution of the securities offered or the market for the securities offered, then the securities to be included in such Registration shall be (i) first, one hundred percent (100%) of the securities that the Company proposes to sell, and (ii) second, and only if all the securities referred to in clause (i) have been included, the number of Registrable Securities requested to be sold by such Holder that, in the opinion of such managing underwriter or underwriters, can be sold without having such adverse effect, with such number to be allocated among the Holders that have requested to participate in such Registration based on an amount equal to the lesser of (ix) the number of such Registrable Securities requested to be sold by such Holder, and (iiy) a number of such shares equal to such Holder’s Pro Rata Portion Portion, and (iii) third, and only if all of the Registrable Securities referred to in clause (ii) have been included in such Registration, any other securities eligible for inclusion in such Registration.

Priority of Piggyback Registration. If the managing underwriter or underwriters of any proposed offering Underwritten Offering of Registrable Securities included in a Piggyback Registration informs the Company and the participating Holders of Registrable Securities in writing that, in its or their opinion, the number of securities that which such Holders and any other Persons intend to include in such offering exceeds the number that which can be sold in such offering without being likely to have a significant adverse effect on the price, timing or distribution of the securities offered or the market for the securities offered, then the securities to be included in such Registration shall be (i) first, one hundred percent (100%) % of the securities that proposed to be sold in such Registration by the Company or (subject to Section 2.07) any Person (other than a Holder) exercising a contractual right to demand Registration, as the case may be, proposes to sell, and (ii) second, and only if all the securities referred to in clause (i) have been included, the number of Registrable Securities that, in the opinion of such managing underwriter or underwriters, can be sold without having such adverse effect, with such number to be allocated pro rata among the Holders that have requested to participate in such Registration based on an amount equal the relative number of Registrable Securities held by each such Holder immediately after giving effect to the lesser consummation of the IPO (i) the number of such Registrable Securities requested provided that any securities thereby allocated to be sold by such Holder, and (ii) a number of such shares equal to Holder that exceed such Holder’s Pro Rata Portion request shall be reallocated among the remaining requesting Holders in like manner) and (iii) third, and only if all of the Registrable Securities referred to in clause (ii) have been included in such Registration, any other securities eligible for inclusion in such Registration.

Priority of Piggyback Registration. If the managing underwriter or underwriters of any proposed offering of Registrable Securities included in a Piggyback Registration informs the Company and the participating Holders in writing that, in its or their opinion, the number of securities that such Holders and any other Persons intend to include in such offering exceeds the number that can be sold in such offering without being likely to have a significant adverse effect on the price, timing or distribution of the securities offered or the market for the securities offered, then the securities to be included in such Registration shall be (i) first, one hundred percent (100%) of the securities that the Company proposes to sell, and (ii) second, and only if all the securities referred to in clause (i) have been included, the number of Registrable Securities that, in the opinion of such managing underwriter or underwriters, can be sold without having such adverse effect, with such number to be allocated among the Holders that have requested to participate in such Registration based on an amount equal to the lesser of (ix) the number of such Registrable Securities requested to be sold by such Holder, and (iiy) a number of such shares equal to such Holder’s Pro Rata Portion Portion, and (iii) third, and only if all of the Registrable Securities referred to in clause (ii) have been included in such Registration, any other securities eligible for inclusion in such Registration.

Priority of Piggyback Registration. If the managing underwriter or underwriters of any proposed offering of Registrable Securities included in a Piggyback Registration informs the Company Corporation and the participating Holders in writing that, in its or their opinion, the number of securities that such Holders and any other Persons intend to include in such offering exceeds the number that can be sold in such offering without being likely to have a significant adverse effect on the price, timing or distribution of the securities offered or the market for the securities offered, then the securities to be included in such Registration shall be (i) first, one hundred percent (100%) of the securities that the Company Corporation proposes to sell, and (ii) second, and only if all the securities referred to in clause (i) have been included, the number of Registrable Securities that, in the opinion of such managing underwriter or underwriters, can be sold without having such adverse effect, with such number to be allocated among the Holders that have requested to participate in such Registration based on an amount equal to the lesser of (ix) the number of such Registrable Securities requested to be sold by such Holder, and (iiy) a number of such shares equal to such Holder’s Pro Rata Portion and (iii) third, and only if all of the Registrable Securities referred to in clause (ii) have been included in such Registration, any other securities eligible for inclusion in such Registration.

Priority of Piggyback Registration. If the managing underwriter or underwriters of any proposed offering of Registrable Securities included in a Piggyback Registration informs the Company and the participating Holders in writing that, in its or their opinion, the number of securities that such Holders and any other Persons intend to include in such offering exceeds the number that can be sold in such offering without being likely to have a significant adverse effect on the price, timing or distribution of the securities offered or the market for the securities offered, then the securities to be included in such Registration shall be be, (ix) first, one hundred percent (100%) of the securities that the Company proposes to sell, and (iiy) second, and only if all the securities referred to in clause (ix) have been included, the number of Registrable Securities that, in the opinion of such managing underwriter or underwriters, can be sold without having such adverse effect, with such number to be allocated among the Holders that have requested to participate in such Registration based on an amount equal to the lesser of (i) the number of such Registrable Securities requested to be sold by such Holder, and (ii) a number of such shares equal to such Holder’s Pro Rata Portion Portion, and (iiiz) third, and only if all of the Registrable Securities referred to in clause (ii) have been included in such Registration, any other securities eligible for inclusion in such Registration.

Priority of Piggyback Registration. If the managing underwriter or underwriters of any proposed offering of Registrable Securities included in a Piggyback Registration informs the Company and the participating Holders in writing that, in its or their opinion, the number of securities that such Holders and any other Persons intend to include in such offering exceeds the number that can be sold in such offering without being likely to have a significant adverse effect on the price, timing or distribution of the securities offered or the market for the securities offered, then the securities to be included in such Registration shall be (i) first, one hundred percent (100%) % of the securities that the Company proposes to sell, and ; (ii) second, and only if all the securities referred to in clause (i) have been includedincluded in such Registration, the number of Registrable Securities that, in the opinion of such managing underwriter or underwriters, can be sold without having such adverse effect, with such number to be allocated among the Holders that have requested to participate in such Registration based on an amount equal to the lesser of (iA) the number of such Registrable Securities requested to be sold by such Holder, and (iiB) a number of such shares equal to such Holder’s Pro Rata Portion Portion; and (iii) third, and only if all of the Registrable Securities referred to in clause (ii) have been included in such Registration, any other securities eligible for inclusion in such Registration.

Priority of Piggyback Registration. If the managing underwriter or underwriters of any proposed offering Underwritten Offering of Registrable Securities included in a Piggyback Registration informs the Company and the participating Holders that have requested to participate in such Piggyback Registration in writing that, in its or their good-faith opinion, the number of securities that which such Holders and any other Persons intend to include in such offering exceeds the number that can be sold in such offering without being likely to have a significant adverse effect on the price, timing or distribution of the securities offered or the market for the securities offeredMaximum Offering Size, then the aggregate number of securities to be included in such Registration shall be (i) first, one hundred percent (100%) % of the securities that the Company proposes to sell, and (ii) second, and only if all the securities referred to in clause (i) have been included, the number of Registrable Securities that, in the good-faith opinion of such managing underwriter or underwriters, can be sold without having such adverse effectexceeding the Maximum Offering Size, with such which number to shall be allocated pro rata among the Holders that have requested to participate in such Registration based on an amount equal to the lesser of (i) the relative number of such Registrable Securities so requested to be sold included by each such Holder, and (ii) a number of such shares equal to such Holder’s Pro Rata Portion Holder and (iii) third, and only if all of the Registrable Securities referred to in clause (ii) have been included in such Registration, any other securities eligible for inclusion in such RegistrationRegistration that, in the good-faith opinion of the managing underwriter or underwriters, can be sold without exceeding the Maximum Offering Size.

Priority of Piggyback Registration. If the managing underwriter Managing Underwriter or underwriters Underwriters of any proposed offering Underwritten Offering advise the Company that the total amount of Registrable Securities included in a Piggyback Registration informs that the Company and the participating Holders in writing that, in its or their opinion, the number of securities that such Selling Holders and any other Persons intend to include in such offering exceeds the number that can be sold in such offering without being likely to have a significant an adverse effect on the price, timing or distribution of the securities Common Units offered or the market for the securities offeredCommon Units, then the securities Common Units to be included in such Registration Underwritten Offering shall be (i) first, one hundred percent (100%) of the securities that the Company proposes to sell, and (ii) second, and only if all the securities referred to in clause (i) have been included, include the number of Registrable Securities that, in that such Managing Underwriter or Underwriters advise the opinion of such managing underwriter or underwriters, Company can be sold without having such adverse effect, with such number to be allocated (i) first, to the Company and (ii) second, pro rata among the Selling Holders that and any other Persons who have been or are granted registration rights on or after the date of this Agreement (the “Other Holders”) who have requested to participate participation in the Piggyback Registration (based, for each such Registration based Selling Holder or Other Holder, on an amount equal to the lesser of percentage derived by dividing (iA) the number of such Registrable Securities requested Common Units proposed to be sold by such Holder, and Selling Holder or such Other Holder in such offering by (iiB) a the aggregate number of such shares equal Common Units proposed to such Holder’s Pro Rata Portion be sold by all Selling Holders and (iii) third, and only if all of Other Holders in the Registrable Securities referred to in clause (ii) have been included in such Registration, any other securities eligible for inclusion in such Piggyback Registration.

Priority of Piggyback Registration. If the managing underwriter or underwriters of any proposed offering of Registrable Securities included in a Piggyback Registration informs the Company and the participating Holders Investors in writing that, in its or their opinion, the number of securities that such Holders Investors and any other Persons intend to include in such offering exceeds the number that can be sold in such offering without being likely to have a significant adverse effect on the price, timing or distribution of the securities offered or the market for the securities offered, then the securities to be included in such Registration shall be (i) first, one hundred percent (100%) of the securities that the Company proposes to sell, and (ii) second, and only if all the securities referred to in clause (i) have been included, the number of Registrable Securities that, in the opinion of such managing underwriter or underwriters, can be sold without having such adverse effect, with such number to be allocated among the Holders Investors that have requested to participate in such Registration and their Co-Investors based on an amount equal to the lesser of (ix) the number of such Registrable Securities (including Registrable Co-Investor Securities held by such Investor’s Co-Investors, if applicable) requested to be sold by such HolderInvestor, and (iiy) a number of such shares equal to such HolderInvestor’s Pro Rata Portion Portion, and (iii) third, and only if all of the Registrable Securities referred to in clause (ii) have been included in such Registration, any other securities eligible for inclusion in such Registration.

Priority of Piggyback Registration. If the managing underwriter or underwriters of any proposed offering of Registrable Securities included in a Piggyback Registration informs the Company and the participating Holders Purchaser in writing that, in its or their opinion, the number of securities that such Holders Purchaser and any other Persons intend to include in such offering exceeds the number that can be sold in such offering without being likely to have a significant adverse effect on the price, timing or distribution of the securities offered or the market for the securities offered, then the securities to be included in such Registration shall be (i) first, one hundred percent (100%) of the securities that the Company proposes to sell, and (ii) second, and only if all the securities referred to in clause (i) have been included, the number of Purchaser’s Registrable Securities that, in the opinion of such managing underwriter or underwriters, can be sold without having such adverse effect, with such number to be allocated among the Holders that have requested to participate in such Registration based on an amount equal to the lesser of (i) the number of such Registrable Securities requested to be sold by such Holder, and (ii) a number of such shares equal to such Holder’s Pro Rata Portion effect and (iii) third, and only if all of the Registrable Securities referred to in clause (ii) have been included in such Registration, any other securities eligible for inclusion in such Registration.

Priority of Piggyback Registration. If the managing underwriter or underwriters of any proposed offering of Registrable Securities included in a Piggyback Registration informs the Company and the participating Holders in writing that, in its or their opinion, the number of securities that such Holders and any other Persons intend to include in such offering exceeds the number that can be sold in such offering without being likely to have a significant adverse effect on the price, timing or distribution of the securities offered or the market for the securities offered, then the securities to be included in such Registration shall be (i) first, one hundred percent (100%) of the securities that the Company proposes to sell, and (ii) second, and only if all the securities referred to in clause (i) have been included, the number of Registrable Securities that, in the opinion of such managing underwriter or underwriters, can be sold without having such adverse effect, with such number to be allocated among the Holders that have requested to participate in such Registration based on an amount equal to the lesser of (i) the number of such Registrable Securities requested to be sold by such Holder, and (ii) a number of such shares equal to such Holder’s Pro Rata Portion Portion, and (iii) third, and only if all of the Registrable Securities referred to in clause (ii) have been included in such Registration, any other securities eligible for inclusion in such Registration.

Priority of Piggyback Registration. If the managing underwriter or underwriters of any proposed offering of Registrable Securities included in a Piggyback Registration informs the Company and the participating Holders in writing that, in its or their opinion, the number of securities that such Holders and any other Persons intend to include in such offering exceeds the number that can be sold in such offering without being likely to have a significant adverse effect on the price, timing or distribution of the securities offered or the market for the securities offered, then the securities to be included in such Registration shall be (ia) first, one hundred 100 percent (100%) of the securities that the Company proposes to sell, and (iib) second, and only if all the securities referred to in clause (ia) have been included, the number of Registrable Securities that, in the opinion of such managing underwriter or underwriters, can be sold without having such adverse effect, with such number to be allocated among the Holders that have requested to participate in such Registration based on an amount equal to the lesser of (ix) the number of such Registrable Securities requested to be sold by such Holder, and (iiy) a number of such shares equal to such Holder’s Pro Rata Portion and (iiiz) third, and only if all of the Registrable Securities referred to in clause (iiy) have been included in such Registration, any other securities eligible for inclusion in such Registration.

Priority of Piggyback Registration. If the managing underwriter or underwriters of any proposed offering Underwritten Offering of Registrable Securities included in a Piggyback Registration informs the Company and the participating Holders of Registrable Securities in writing that, in its or their opinion, the number of securities that which such Holders and any other Persons intend to include in such offering exceeds the number that which can be sold in such offering without being likely to have a significant adverse effect on the price, timing or distribution of the securities offered or the market for the securities offered, then the securities to be included in such Registration shall be (i) first, one hundred percent (100%) the number of the securities Registrable Securities that the Company proposes to sell, the number of Registrable Securities requested by all Holders of Registrable Securities to be included in such registration, and (subject to Section 5.5) the number of Registrable Securities that any Person exercising a contractual right to demand Registration proposes to sell, as the case may be, that in aggregate, in the opinion of such managing underwriter, can be sold, such amount to be allocated among the Company, Holders of Registrable Securities and all such other Persons pro rata on the basis of the respective number of securities then held by each such Person and (ii) second, and only if all of the securities referred to in clause (i) have been included, the number of Registrable Securities that, in the opinion of such managing underwriter or underwriters, can be sold without having such adverse effect, with such number to be allocated among the Holders that have requested to participate in such Registration based on an amount equal to the lesser of (i) the number of such Registrable Securities requested to be sold by such Holder, and (ii) a number of such shares equal to such Holder’s Pro Rata Portion and (iii) third, and only if all of the Registrable Securities referred to in clause (ii) have been included in such Registration, any other securities eligible for inclusion in such Registration.

Priority of Piggyback Registration. (A) If the registration or Public Offering referred to in the first sentence of Section 3.3.1. is to be a registration or Public Offering on behalf of the Company, and the managing underwriter or underwriters of any proposed offering of Registrable Securities included in a Piggyback Registration informs the Company and the participating Holders in writing that, in its or their opinion, the number of securities that such Holders and any other Persons intend to include in such offering exceeds the number that can be sold in such offering without being likely to have a significant adverse effect on the price, timing or distribution of the securities offered or the market for the securities offered, then the securities to be included in such Registration shall be (i) first, one hundred percent (100%) of the securities that the Company proposes to sell, and (ii) second, and only if all the securities referred to in clause (i) have been included, the number of Registrable Securities that, in the opinion of such managing underwriter or underwriters, can be sold without having such adverse effect, with such number to be allocated among the Holders that have requested to participate in such Registration based on an amount equal to the lesser of (i) the number of such Registrable Securities requested to be sold by such Holder, and (ii) a number of such shares equal to such Holder’s Pro Rata Portion and (iii) third, and only if all of the Registrable Securities referred to in clause (ii) have been included in such Registration, any other securities eligible for inclusion in such Registration.

Priority of Piggyback Registration. If the managing or lead underwriter or underwriters of any proposed offering of Registrable Securities included in a Piggyback Registration informs advises the Company and the participating Holders in writing that, in its or their opinion, the number of securities that such Holders and any other Persons intend to include in such offering exceeds the number that can be sold in such offering without being likely to have a significant an adverse effect on the price, timing or distribution of the securities offered or the market for the securities offered, then the securities to be included in such Registration shall be (i) first, one hundred percent (100%) % of the securities that the Company proposes to sell, and (ii) second, and only if all the securities referred to in clause (i) have been included, the number of Registrable Securities that, in the opinion of such managing or lead underwriter or underwriters, can be sold without having such adverse effect, with such number to be allocated among the Holders that have requested to participate in such Registration based on an amount equal to the lesser of (ix) the number of such Registrable Securities requested to be sold by such Holder, and (iiy) a number of such shares equal to such Holder’s Underwritten Pro Rata Portion Portion, and (iii) third, and only if all of the Registrable Securities referred to in clause (ii) have been included in such Registration, any other securities eligible for inclusion in such Registration.

Priority of Piggyback Registration. If the managing underwriter or underwriters of any proposed offering Underwritten Offering of Registrable Securities included in a Piggyback Registration informs the Company and the participating Holders that have requested to participate in such Piggyback Registration in writing that, in its or their good-faith opinion, the number of securities that which such Holders and any other Persons intend to include in such offering exceeds the number that can be sold in such offering without being likely to have a significant adverse effect on the price, timing or distribution of the securities offered or the market for the securities offeredMaximum Offering Size, then the aggregate number of securities to be included in such Registration shall be (i) first, one hundred percent (100%) all of the securities that the Company proposes to sell, and (ii) second, and only if all the securities referred to in clause (i) have been included, the number of Registrable Securities that, in the good-faith opinion of such managing underwriter or underwriters, can be sold without having such adverse effectexceeding the Maximum Offering Size, with such which number to shall be allocated among pro rata on the Holders that have requested basis of the relative number of Registrable Securities owned at such time by each Holder seeking to participate in such the Demand Registration based on an amount equal to the lesser of (i) the number of such Registrable Securities requested to be sold by such Holder, and (ii) a number of such shares equal to such Holder’s Pro Rata Portion and (iii) third, and only if all of the Registrable Securities referred to in clause (ii) have been included in such Registration, any other securities eligible for inclusion in such RegistrationRegistration that, in the good-faith opinion of the managing underwriter or underwriters, can be sold without exceeding the Maximum Offering Size.

Priority of Piggyback Registration. If the managing underwriter or underwriters of any proposed offering of Registrable Securities included in a Piggyback Registration informs the Company and the participating Holders in writing that, in its or their opinion, the number of securities that such Holders and any other Persons intend to include in such offering exceeds the number that can be sold in such offering without being likely to have a significant adverse effect on the price, timing or distribution of the securities offered or the market for the securities offered, then the securities to be included in such Registration shall be (i) first, one hundred percent (100%) of the securities that the Company or (subject to Section 3.7) any Person (other than a Holder) exercising a contractual right to demand Registration, as the case may be, proposes to sell, and (ii) second, and only if all the securities referred to in clause (i) have been included, the number of Registrable Securities that, in the opinion of such managing underwriter or underwriters, can be sold without having such adverse effect, with such number to be allocated pro rata among the Holders that have requested to participate in such Registration based on an amount equal to the lesser basis of (i) the relative number of such Registrable Securities requested then held by each such Holder (provided that any securities thereby allocated to be sold by such Holder, and (ii) a number of such shares equal to Holder that exceed such Holder’s Pro Rata Portion request shall be reallocated among the remaining requesting Holders in like manner) and (iii) third, and only if all of the Registrable Securities referred to in clause (ii) have been included in such Registration, any other securities eligible for inclusion in such Registration.

Priority of Piggyback Registration. If the managing underwriter or underwriters of any proposed offering of Registrable Securities included in a Piggyback Registration informs the Company and the participating Holders of Registrable Securities in writing that, in its or their opinion, the number of securities that such Holders and any other Persons intend to include in such offering exceeds the number that can be sold in such offering without being likely to have a significant adverse effect on the price, timing or distribution of the securities offered or the market for the securities offered, then the securities to be included in such Registration shall be (i) first, one hundred percent (100%) of the securities that the Company or (subject to Section 3.7) any Person (other than a Holder of Registrable Securities) exercising a contractual right to demand Registration, as the case may be, proposes to sell, and (ii) second, and only if all the securities referred to in clause (i) have been included, the number of Registrable Securities that, in the opinion of such managing underwriter or underwriters, can be sold without having such adverse effect, with such number to be allocated pro rata among the Holders that have requested to participate in such Registration based on an amount equal to the lesser of (i) the relative number of such Registrable Securities requested then held by each such Holder (provided that any securities thereby allocated to be sold by such Holder, and (ii) a number of such shares equal to Holder that exceed such Holder’s Pro Rata Portion request shall be reallocated among the remaining requesting Holders in like manner) and (iii) third, and only if all of the Registrable Securities referred to in clause (ii) have been included in such Registration, any other securities eligible for inclusion in such Registration.

Priority of Piggyback Registration. If the managing underwriter or underwriters of any proposed offering of Registrable Securities included in a Piggyback Registration informs the Company and the participating Holders in writing that, in its or their opinion, the number of securities that such Holders and any other Persons intend to include in such offering exceeds the number that can be sold in such offering without being likely to have a significant an adverse effect on the price, timing or distribution of the securities offered or the market for the securities offered, then the securities to be included in such Registration shall be (ix) first, one hundred percent (100%) % of the securities that the Company or (subject to Section 3.7) any Person (other than a Holder) exercising a contractual right to demand Registration, as the case may be, proposes to sell, and (iiy) second, and only if all the securities referred to in clause (ix) have been included, the number of Registrable Securities that, in the opinion of such managing underwriter or underwriters, can be sold without having such adverse effect, with such number to be allocated among the Holders that have requested to participate in such Registration based on an amount equal to the lesser of (iA) the number of such Registrable Securities requested to be sold by such Holder, and (iiB) a number of such shares equal to such Holder’s Pro Rata Portion and (iiiz) third, and only if all of the Registrable Securities referred to in clause (iiy) have been included in such Registration, any other securities eligible for inclusion in such Registration.

Priority of Piggyback Registration. If the managing underwriter or underwriters of any proposed offering of Registrable Securities included in a Piggyback Registration informs the Company and the participating Holders in writing that, in its or their opinion, the number of securities that such Holders and any other Persons intend to include in such offering exceeds the number that can be sold in such offering without being likely to have a significant an adverse effect on the price, timing or distribution of the securities offered or the market for the securities offered, then the securities to be included in such Registration shall be (ix) first, one hundred percent (100%) % of the securities that the Company or (subject to Section 3.7) any Person (other than a Holder) exercising a contractual right to demand Registration, as the case may be, proposes to sell, and (iiy) second, and only if all the securities referred to in clause (ix) have been included, for each Holder that has requested to participate in such offering an amount equal to such Holder’s pro rata share of the total number of such Registrable Securities requested to be registered or sold by Holders that, in the opinion of such managing underwriter or underwriters, can be sold without having such adverse effect, with such number to be allocated among the Holders that have requested to participate in such Registration based on an amount equal to the lesser of (i) the number of such Registrable Securities requested to be sold by such Holder, effect and (ii) a number of such shares equal to such Holder’s Pro Rata Portion and (iiiz) third, and only if all of the Registrable Securities referred to in clause (iiy) have been included in such Registration, any other securities eligible for inclusion in such Registration.

Priority of Piggyback Registration. If the managing underwriter or underwriters of any proposed offering of Registrable Securities included in a Piggyback Registration informs the Company and the participating Holders Investors in writing that, in its or their opinion, the aggregate number of securities that such Holders the Investors and any other Persons intend to include in such offering exceeds the number that can be sold in such offering without being likely to have a significant adverse effect on the price, timing or distribution of the securities offered or the market for the securities offered, then the securities to be included in such Registration shall be (i) first, one hundred percent (100%) of the securities that the Company proposes to sell, and (ii) second, and only if all the securities referred to in clause (i) have been included, the number of the Investors’ Registrable Securities and the registrable securities of any Person included in such Piggyback Registration pursuant to the registration rights related to the Second Securities Purchase Agreement on a pro rata basis that, in the opinion of such managing underwriter or underwriters, can be sold without having such adverse effect, with such number to be allocated among the Holders that have requested to participate in such Registration based on an amount equal to the lesser of (i) the number of such Registrable Securities requested to be sold by such Holder, and (ii) a number of such shares equal to such Holder’s Pro Rata Portion effect and (iii) third, and only if all of the Registrable Securities referred to in clause (ii) have been included in such Registration, any other securities eligible for inclusion in such Registration.

Priority of Piggyback Registration. If the managing underwriter or underwriters of any proposed offering of Registrable Securities included in a Piggyback Registration informs the Company and the participating Holders Principal Stockholder in writing that, in its or their opinion, the number of securities that such Holders the Principal Stockholder and any other Persons intend to include in such offering exceeds the number that can be sold in such offering without being likely to have a significant adverse effect on the price, timing or distribution of the securities offered or the market for the securities offered, then the securities to be included in such Registration shall be (i) first, one hundred percent (100%) of the securities that the Company proposes to sell, and (ii) second, and only if all the securities referred to in clause (i) have been included, the number of Registrable Securities that, in the opinion of such managing underwriter or underwriters, can be sold without having such adverse effect, with such number to be allocated among the Holders that have requested to participate in such Registration based on an amount equal to the lesser of (i) the number of such Registrable Securities requested to be sold by such Holder, and (ii) a number of such shares equal to such Holder’s Pro Rata Portion Principal Stockholder and (iii) third, and only if all of the Registrable Securities referred to in clause (ii) have been included in such Registration, any other securities eligible for inclusion in such Registration.

Priority of Piggyback Registration. If the managing underwriter or underwriters of any proposed offering Underwritten Offering of Registrable Securities included in a Piggyback Registration informs the Company and the participating Holders of Registrable Securities in writing that, in its or their opinion, the number of securities that which such Holders and any other Persons intend to include in such offering exceeds the number that which can be sold in such offering without being likely to have a significant adverse effect on the price, timing or distribution of the securities offered or the market for the securities offered, then the securities to be included in such Registration shall be (i) first, one hundred percent (100%) % of the securities that the Company or (subject to Section 2.07) any Person (other than a Holder) exercising a contractual right to demand Registration, as the case may be, proposes to sell, and (ii) second, and only if all the securities referred to in clause (i) have been included, the number of Registrable Securities that, in the opinion of such managing underwriter or underwriters, can be sold without having such adverse effect, with such number to be allocated pro rata among the Holders that have requested to participate in such Registration based on an amount equal to the lesser of (i) the relative number of such Registrable Securities requested then held by each such Holder (provided that any securities thereby allocated to be sold by such Holder, and (ii) a number of such shares equal to Holder that exceed such Holder’s Pro Rata Portion request shall be reallocated among the remaining requesting Holders in like manner) and (iii) third, and only if all of the Registrable Securities referred to in clause (ii) have been included in such Registration, any other securities eligible for inclusion in such Registration.

Priority of Piggyback Registration. If the Founder Investors, the TSG Investors and if the proposed filing or Public Offering is underwritten, the managing underwriter or underwriters of any such proposed offering of Registrable Securities included filing or Public Offering, determine in a Piggyback Registration informs good faith, and advise the Company and the participating Holders in writing that, in its or their opinion, the number of securities that such Holders and any other Persons intend requested to include be included in such offering the proposed Piggyback Registration exceeds the number that can be sold in such offering Piggyback Registration without being likely to have a significant an adverse effect on the price, timing or distribution of the securities offered or the market for the securities offered, then the securities number of Registrable Securities to be included in such Registration offering shall be (ix) first, one hundred percent (100%) allocated to each of the securities Founder Investors and the TSG Investors that the Company proposes to sell, and (ii) second, and only if all the securities referred to in clause (i) have been included, the number of Registrable Securities that, in the opinion of such managing underwriter or underwriters, can be sold without having such adverse effect, with such number to be allocated among the Holders that have has requested to participate in such Piggyback Registration based on an amount equal to the lesser of (i) the number of such Registrable Securities requested to be registered or sold by such HolderFounder Investors and the TSG Investors, and (ii) a number of such shares equal to such Holder’s their respective Pro Rata Portion Portion, and (iiiy) thirdsecond, and only if all of the Registrable Securities securities referred to in clause (iix) have been included in such Registrationincluded, any the number of other securities eligible for inclusion that, in the opinion of such Registrationmanaging underwriter or underwriters can be sold without having such adverse effect.

Priority of Piggyback Registration. If the managing underwriter or underwriters of any proposed offering of Registrable Securities included in a Piggyback Registration informs the Company and the participating Holders in writing that, in its or their opinion, the number of securities that such Holders and any other Persons intend to include in such offering exceeds the number that can be sold in such offering without being likely to have a significant adverse effect on the price, timing or distribution of the securities offered or the market for the securities offered, then the securities to be included in such Registration shall be (i) first, one hundred percent (100%) of the securities that the Company or (subject to Section 3.8) any Person (other than a Holder) exercising a contractual right to demand Registration, as the case may be, proposes to sell, and (ii) second, and only if all the securities referred to in clause (i) have been included, the number of Registrable Securities that, in the opinion of such managing underwriter or underwriters, can be sold without having such adverse effect, with such number to be allocated among the Holders that have requested to participate in such Registration based on an amount equal to the lesser of (i) the number of such Registrable Securities requested to be sold by such Holder, and (ii) a number of such shares equal to such Holder’s Pro Rata Portion and (iii) third, and only if all of the Registrable Securities referred to in clause (ii) have been included in such Registration, any other securities eligible for inclusion in such Registration.

Priority of Piggyback Registration. If the managing underwriter or underwriters of any proposed offering of Registrable Securities included in a Piggyback Registration informs the Company and the participating Holders in writing that, in its or their opinion, the number of securities that such Holders and any other Persons intend to include in such offering exceeds the number that can be sold in such offering without being likely to have a significant an adverse effect on the price, timing or distribution of the securities offered or the market for the securities offered, then the securities to be included in such Registration shall be (i) first, one hundred percent (100%) % of the securities that the Company or (subject to Section 3.7) any Person (other than a Holder) exercising a contractual right to demand Registration, as the case may be, proposes to sell, and (ii) second, and only if all the securities referred to in clause (i) have been included, the number of Registrable Securities that, in the opinion of such managing underwriter or underwriters, can be sold without having such adverse effect, with such number to be allocated among the Holders that have requested to participate in such Registration based on an amount equal to the lesser of (i) the number of such Registrable Securities requested to be sold by such Holder, and (ii) a number of such shares equal to such Holder’s Pro Rata Portion and (iii) third, and only if all of the Registrable Securities referred to in clause (ii) have been included in such Registration, any other securities eligible for inclusion in such Registration.

Priority of Piggyback Registration. If the managing underwriter or underwriters of any proposed offering of Registrable Securities included in a Piggyback Registration informs the Company and the participating Holders Investors in writing that, in its or their opinion, the aggregate number of securities that such Holders the Investors and any other Persons intend to include in such offering exceeds the number that can be sold in such offering without being likely to have a significant adverse effect on the price, timing or distribution of the securities offered or the market for the securities offered, then the securities to be included in such Registration shall be (i) first, one hundred percent (100%) of the securities that the Company proposes to sell, and (ii) second, and only if all the securities referred to in clause (i) have been included, the number of the Investors’ Registrable Securities and the registrable securities of any Person included in such Piggyback Registration pursuant to the registration rights related to the First Securities Purchase Agreement on a pro rata basis that, in the opinion of such managing underwriter or underwriters, can be sold without having such adverse effect, with such number to be allocated among the Holders that have requested to participate in such Registration based on an amount equal to the lesser of (i) the number of such Registrable Securities requested to be sold by such Holder, and (ii) a number of such shares equal to such Holder’s Pro Rata Portion effect and (iii) third, and only if all of the Registrable Securities referred to in clause (ii) have been included in such Registration, any other securities eligible for inclusion in such Registration.

Priority of Piggyback Registration. If the managing underwriter or underwriters of any proposed offering of Registrable Securities included in a Piggyback Registration informs the Company and the participating Holders in writing that, in its or their opinion, the number of securities that such Holders and any other Persons intend to include in such offering exceeds the number that can be sold in such offering without being likely to have a significant adverse effect on the price, timing or distribution of the securities offered or the market for the securities offered, then the securities to be included in such Registration shall be (i) first, one hundred percent (100%) % of the securities that the Company proposes to sell, and (ii) second, and only if all the securities referred to in clause (i) have been included, the number of Registrable Securities that, in the opinion of such managing underwriter or underwriters, can be sold without having such adverse effect, with such number to be allocated among the Holders that have requested to participate in such Registration based on an amount equal to the lesser of (i) the number of such Registrable Securities requested to be sold by such Holder, and (ii) a number of such shares equal to such Holder’s Pro Rata Portion and (iii) third, and only if all of the Registrable Securities referred to in clause (ii) have been included in such Registration, any other securities eligible for inclusion in such Registration.

Priority of Piggyback Registration. If the managing underwriter or underwriters of any proposed offering of Registrable Securities included in a Piggyback Registration informs the Company and the participating Holders in writing that, in its or their opinion, the number of securities that such Holders and any other Persons intend to include in such offering exceeds the number that can be sold in such offering without being likely to have a significant adverse effect on the price, timing or distribution of the securities offered or the market for the securities offered, then the securities to be included in such Registration shall be (i) first, one hundred percent (100%) of the securities that the Company or (subject to Section 3.7) any Person (other than a Holder of Registrable Securities) exercising a contractual right to demand Registration, as the case may be, proposes to sell, and (ii) second, and only if all the securities referred to in clause (i) have been included, the number of Registrable Securities that, in the opinion of such managing underwriter or underwriters, can be sold without having such adverse effect, with such number to be allocated among the Holders that have requested to participate in such Registration based on an amount equal to the lesser of (ix) the number of such Registrable Securities requested to be sold by such Holder, and (iiy) a number of such shares equal to such Holder’s Pro Rata Portion and (iii) third, and only if all of the Registrable Securities referred to in clause (ii) have been included in such Registration, any other securities eligible for inclusion in such Registration.

Priority of Piggyback Registration. If the managing underwriter or underwriters of any proposed offering Underwritten Offering of Registrable Securities included in a Piggyback Registration informs the Company Issuer and the participating Holders of Registrable Securities in writing that, in its or their opinion, the number of securities that which such Holders and any other Persons intend to include in such offering exceeds the number that which can be sold in such offering without being likely to have a significant adverse effect on the price, timing or distribution of the securities offered or the market for the securities offered, then the securities to be included in such Registration shall be (i) first, one hundred percent (100%) of the securities that the Company Issuer or (subject to Section 6.7) any Person (other than a Holder of Registrable Securities) exercising a contractual right to demand Registration, as the case may be, proposes to sell, and (ii) second, and only if all the securities referred to in clause (i) have been included, the number of Registrable Securities that, in the opinion of such managing underwriter or underwriters, can be sold without having such adverse effect, with such number to be allocated pro rata among the Holders that have requested to participate in such Registration based on an amount equal to the lesser of (i) the relative number of such Registrable Securities requested to be sold included therein then held by such Holder, and (ii) a number of such shares equal to such Holder’s Pro Rata Portion Holder and (iii) third, and only if all of the Registrable Securities referred to in clause (ii) have been included in such Registration, any other securities eligible for inclusion in such Registration.

Priority of Piggyback Registration. If the managing underwriter or underwriters of any proposed offering of Registrable Securities included in a Piggyback Registration informs the Company and the participating Holders in writing that, in its or their opinion, the number of securities that such Holders and any other Persons intend to include in such offering exceeds the number that can be sold in such offering without being likely to have a significant adverse effect on the price, timing or distribution of the securities offered or the market for the securities offered, then the securities to be included in such Registration shall be (i) first, one hundred percent (100%) % of the securities that the Company proposes to sell, and (ii) second, and only if all the securities referred to in clause (i) have been included, the number of Registrable Securities that, in the opinion of such managing underwriter or underwriters, can be sold without having such adverse effect, with such number to be allocated among the Holders that have requested to participate in such Registration based on an amount equal to the lesser of (iA) the number of such Registrable Securities requested to be sold by such Holder, and (iiB) a number of such shares equal to such Holder’s Pro Rata Portion (or, with respect to any Management Investor, allocated based on the advice in writing of the managing underwriter or underwriters such that registration of such Registrable Securities held by such Management Investors will not have a material detrimental effect on the offering), and (iii) third, and only if all of the Registrable Securities referred to in clause (ii) have been included in such Registration, any other securities eligible for inclusion in such Registration.

Priority of Piggyback Registration. If the managing underwriter or underwriters of any proposed offering of Registrable Securities included in a Piggyback Registration informs the Company and the participating Holders in writing following consultation with the Company, and Champion or, if after the Distribution, the Sponsors, that, in its or their good faith opinion, the number of securities that such Holders and any other Persons intend to include in such offering exceeds the number that can be sold in such offering without being likely to have a significant adverse effect on the price, timing or distribution of the securities offered or the market for the securities offered, then the securities to be included in such Registration shall be (i) first, one hundred percent (100%) of the securities that the Company proposes to sell, and (ii) second, and only if all the securities referred to in clause (i) have been included, the number of Registrable Securities that, in the good faith opinion of such managing underwriter or underwriters, can be sold without having such adverse effect, with such number to be allocated among the Holders that have requested to participate in such Registration based on an amount equal to the lesser of (ix) the number of such Registrable Securities requested to be sold by such Holder, and (iiy) a number of such shares equal to such Holder’s Pro Rata Portion Portion, and (iii) third, and only if all of the Registrable Securities referred to in clause (ii) have been included in such Registration, any other securities eligible for inclusion in such Registration.

Priority of Piggyback Registration. If the managing underwriter or underwriters of any proposed offering Underwritten Offering of Registrable Securities included in a Piggyback Registration informs the Company and the participating Holders in writing that, in its or their opinion, the number of securities that which such Holders and any other Persons intend to include in such offering exceeds the number that which can be sold in such offering without being likely to have a significant adverse effect on the price, timing or distribution of the securities offered or the market for the securities offered, then the securities to be included in such Registration shall be (i) first, one hundred percent (100%) % of the securities that proposed to be sold in such Registration by the Company proposes to sell, and (ii) second, and only if all the securities referred to in clause (i) have been included, the number of Registrable Securities that, in the opinion of such managing underwriter or underwriters, can be sold without having such adverse effect, with such number to be allocated pro rata among the Holders that have requested to participate in such Registration based on an amount equal to the lesser of (i) the relative number of such Registrable Securities requested then held by each such Holder (provided that any securities thereby allocated to be sold by such Holder, and (ii) a number of such shares equal to Holder that exceed such Holder’s Pro Rata Portion request shall be reallocated among the remaining requesting Holders in like manner) and (iii) third, and only if all of the Registrable Securities referred to in clause (ii) have been included in such Registration, any other securities eligible for inclusion in such Registration.

Priority of Piggyback Registration. If the managing underwriter or underwriters of any proposed offering Underwritten Offering of Registrable Securities included in a Piggyback Registration informs the Company and the participating Holders in writing that, in its or their opinion, the number of securities that which such Holders and any other Persons intend to include in such offering exceeds the number that which can be sold in such offering without being likely to have a significant adverse effect on the price, timing or distribution of the securities offered or the market for the securities offered, then the securities to be included in such Registration shall be (i) first, one hundred percent (100%) the number of the securities Registrable Securities that the Company proposes to sell, and that, in the opinion of such managing underwriter(s), can be sold, (ii) second, and only if all the securities referred to in clause (i) have been includedincluded in such Registration, the number of Registrable Securities requested by all Holders of Registrable Securities to be included in such Registration, that, in the opinion of such managing underwriter or underwritersunderwriter(s), can be sold without having sold, such adverse effect, with such number amount to be allocated among all such Holders of Registrable Securities pro rata on the Holders that have requested to participate in such Registration based on an amount equal to basis of the lesser of (i) the respective number of such Registrable Securities requested to be sold then held by each such Holder, and (ii) a number of such shares equal to such Holder’s Pro Rata Portion and (iii) third, and only if all of the Registrable Securities securities referred to in clause clauses (i) and (ii) have been included in such Registration, the number of Registrable Securities that any other securities eligible for inclusion Person exercising a contractual right to demand Registration proposes to sell, that, in the opinion of such Registrationmanaging underwriter(s), can be sold.

Priority of Piggyback Registration. If the managing underwriter or underwriters of any proposed offering Underwritten Offering of Registrable Securities included in a Piggyback Registration informs the Company and the participating Holders of Registrable Securities in writing that, in its or their opinion, the number of securities that which such Holders and any other Persons intend to include in such offering exceeds the number that which can be sold in such offering without being likely to have a significant adverse effect on the price, timing or distribution of the securities offered or the market for the securities offered, then the securities to be included in such Registration shall be (i) first, one hundred percent (100%) of the securities that the Company or (subject to Section 4.7) any Person (other than a Holder of Registrable Securities) exercising a contractual right to demand Registration, as the case may be, proposes to sell, and (ii) second, and only if all the securities referred to in clause (i) have been included, the number of Registrable Securities that, in the opinion of such managing underwriter or underwriters, can be sold without having such adverse effect, with such number to be allocated pro rata among the Holders that have requested to participate in such Registration based on an amount equal to the lesser of (i) the relative number of such Registrable Securities requested to be sold included therein then held by each such Holder, and (ii) a number of such shares equal to such Holder’s Pro Rata Portion Holder and (iii) third, and only if all of the Registrable Securities referred to in clause (ii) have been included in such Registration, any other securities eligible for inclusion in such Registration.

Priority of Piggyback Registration. If the managing underwriter or underwriters of any proposed offering of Registrable Securities included in a Piggyback Registration informs the Company PubCo and the participating Holders in writing that, in its or their opinion, the number of securities that such Holders and any other Persons intend to include in such offering exceeds the number that can be sold in such offering without being likely to have a significant adverse effect on the price, timing or distribution of the securities offered or the market for the securities offered, then the securities to be included in such Registration shall be (i) first, one hundred percent (100%) of the securities that the Company PubCo proposes to sell, and ; (ii) second, and only if all the securities referred to in clause (i) have been included, the number of Registrable Securities that, in the opinion of such managing underwriter or underwriters, can be sold without having such adverse effect, with such number to be allocated among the Holders that have requested to participate in such Registration based on an amount equal to the lesser of (ix) the number of such Registrable Securities requested to be sold by such Holder, and (iiy) a number of such shares equal to such Holder’s Pro Rata Portion and Portion; (iii) third, and only if all of the Registrable Securities referred to in clause (ii) have been included in such Registration, any other securities eligible for inclusion in such Registration.

Priority of Piggyback Registration. If the managing underwriter or underwriters of any proposed offering of Registrable Securities included in a Piggyback Registration informs the Company and the participating Qualified Holders in writing that, in its or their opinion, the number of securities that such Qualified Holders and any other Persons intend to include in such offering exceeds the number that can be sold in such offering without being likely to have a significant adverse effect on the price, timing or distribution of the securities offered or the market for the securities offered, then the securities to be included in such Registration shall be (i) first, one hundred percent (100%) of the securities that the Company proposes to sell, and (ii) second, and only if all the securities referred to in clause (i) have been included, the number of Registrable Securities that, in the opinion of such managing underwriter or underwriters, can be sold without having such adverse effect, with such number to be allocated among the Qualified Holders that have requested to participate in such Registration based on an amount equal to the lesser of (i) the number of such Registrable Securities requested to be sold by such Qualified Holder, and (ii) a number of such shares equal to such Qualified Holder’s Pro Rata Portion and (iii) third, and only if all of the Registrable Securities referred to in clause (ii) have been included in such Registration, any other securities eligible for inclusion in such Registration.

Priority of Piggyback Registration. If the managing underwriter or underwriters of any proposed offering of Registrable Securities included in a Piggyback Registration informs the Company and the participating Piggyback Holders in writing that, in its or their opinion, the number of securities that such the Piggyback Holders and any other Persons intend to include in such offering exceeds the number that can be sold in such offering without being likely to have a significant adverse effect on the price, timing or distribution of the securities offered or the market for the securities offered, then the securities to be included in such Registration shall be (i) first, one hundred percent (100%) of the securities that the Company proposes to sell, and (ii) second, and only if all the securities referred to in clause (i) have been included, the number of Registrable Securities that, in the opinion of such managing underwriter or underwriters, can be sold without having such adverse effect, with such number to be allocated among to the Piggyback Holders (with such shares to be reduced on a pro rata basis (based on the respective number of Registrable Securities that have each Piggyback Holder has requested to participate be included in such Registration based on an amount equal to the lesser of (iPiggyback Registration)) the number of such Registrable Securities requested to be sold by such Holder, and (ii) a number of such shares equal to such Holder’s Pro Rata Portion and (iii) third, and only if all of the Registrable Securities referred to in clause (ii) have been included in such Registration, any other securities eligible for inclusion in such Registration.

Priority of Piggyback Registration. If the managing underwriter or underwriters of any proposed offering of Registrable Securities included in a Piggyback Registration informs the Company and the participating Holders Investors in writing that, in its or their opinion, the aggregate number of securities that such Holders the Investors and any other Persons intend to include in such offering exceeds the number that can be sold in such offering without being likely to have a significant adverse effect on the price, timing or distribution of the securities offered or the market for the securities offered, then the securities to be included in such Registration shall be (i) first, one hundred percent (100%) of the securities that the Company proposes to sell, and (ii) second, and only if all the securities referred to in clause (i) have been included, the aggregate number of the Investors’ Registrable Securities and any Registrable Securities (as defined in the Registration Agreement, dated November 7, 2019, by and among the Company and certain investors therein (the “PIPE Registration Rights Agreement”) as of the date hereof) held by the Piggyback Investors (as defined in the PIPE Registration Rights Agreement as of the date hereof) who have sought to include such Registrable Securities in the proposed offering, on a pro rata basis based on such aggregate number of such securities, that, in the opinion of such managing underwriter or underwriters, can be sold without having such adverse effect, with such number to be allocated among the Holders that have requested to participate in such Registration based on an amount equal to the lesser of (i) the number of such Registrable Securities requested to be sold by such Holder, and (ii) a number of such shares equal to such Holder’s Pro Rata Portion effect and (iii) third, and only if all of the Registrable Securities referred to in clause (ii) have been included in such Registration, any other securities eligible for inclusion in such Registration.

Priority of Piggyback Registration. If the managing underwriter or underwriters of any proposed offering of Registrable Securities included in a Piggyback Registration informs the Company PubCo and the participating Holders in writing that, in its or their opinion, the number of securities that such Holders and any other Persons intend to include in such offering exceeds the number that can be sold in such offering without being likely to have a significant an adverse effect on the price, timing or distribution of the securities offered or the market for the securities offered, then the securities to be included in such Registration shall be (i) first, one hundred percent (100%) of the securities that the Company PubCo proposes to sell, and ; (ii) second, and only if all the securities referred to in clause (i) have been included, the number of Registrable Securities that, in the opinion of such managing underwriter or underwriters, can be sold without having such adverse effect, with such number to be allocated among the Holders that have requested to participate in such Registration based on an amount equal to the lesser of (ix) the number of such Registrable Securities requested to be sold by such Holder, and (iiy) a number of such shares equal to such Holder’s Pro Rata Portion and Portion; (iii) third, and only if all of the Registrable Securities referred to in clause (ii) have been included in such Registration, any other securities eligible for inclusion in such Registration.

Priority of Piggyback Registration. If the managing underwriter or underwriters of any proposed offering Underwritten Offering of Registrable Securities included in a Piggyback Registration informs the Company and the participating Holders of Registrable Securities in writing that, in its or their opinion, the number of securities that which such Holders and any other Persons intend to include in such offering exceeds the number that which can be sold in such offering without being likely to have a significant adverse effect on the price, timing or distribution of the securities offered or the market for the securities offered, then the securities to be included in such Registration shall be (i) first, one hundred percent (100%) % of the securities that the Company or (subject to Section 5.7) any Person (other than a Holder of Registrable Securities) exercising a contractual right to demand Registration, as the case may be, proposes to sell, and (ii) second, and only if all the securities referred to in clause (i) have been included, the number of Registrable Securities that, in the opinion of such managing underwriter or underwriters, can be sold without having such adverse effect, with such number to be allocated pro rata among the Holders that have requested to participate in such Registration based on an amount equal to the lesser of (i) the relative number of such Registrable Securities requested to be sold included therein then held by each such Holder, and (ii) a number of such shares equal to such Holder’s Pro Rata Portion Holder and (iii) third, and only if all of the Registrable Securities referred to in clause (ii) have been included in such Registration, any other securities eligible for inclusion in such Registration.

Priority of Piggyback Registration. If the managing underwriter or underwriters of any proposed offering of Registrable Securities included in a Piggyback Registration informs the Company and the participating Holders in writing that, in its or their opinion, the number of securities that such Holders and any other Persons intend to include in such offering exceeds the number that can be sold in such offering without being likely to have a significant adverse effect on the price, timing or distribution of the securities offered or the market for the securities offered, then the securities to be included in such Registration shall be (i) first, one hundred percent (100%) of the securities that the Company proposes to sell, and (ii) second, and only if all the securities referred to in clause (i) have been included, the number of Registrable Securities that, in the opinion of such managing underwriter or underwriters, can be sold without having such adverse effect, with such number to be allocated among the Holders that have requested to participate in such Registration based on an amount equal to the lesser of (ix) the number of such Registrable Securities requested to be sold by such Holder, and (iiy) a number of such shares equal to such Holder’s Pro Rata Portion Portion, and (iii) third, and only if all of the Registrable Securities referred to in clause (iiii)(x) have been included in such Registration, any other securities eligible for inclusion in such Registration.

Priority of Piggyback Registration. If the managing underwriter or underwriters of any proposed offering of Registrable Securities included in a Piggyback Registration informs the Company and the participating Holders in writing that, in its or their opinion, the number of securities that such Holders and any other Persons intend to include in such offering exceeds the number that can be sold in such offering without being likely to have a significant adverse effect marketing factors (including potential impact on the price, timing or distribution of the securities offered or the market for the securities offered) require a limitation on the number of shares to be underwritten, then the securities to be included in such Registration shall be (i) first, one hundred percent (100%) of the securities that the Company proposes to sell, and (ii) second, and only if all the securities referred to in clause (i) have been included, the number of Registrable Securities that, in the opinion of such managing underwriter or underwriters, can be sold without having such adverse effect, with such number to be allocated among the Holders that have requested to participate in such Registration based on an amount equal to the lesser of (ix) the number of such Registrable Securities requested to be sold by such Holder, and (iiy) a number of such shares equal to such Holder’s Pro Rata Portion Portion, and (iii) third, and only if all of the Registrable Securities referred to in clause (ii) have been included in such Registration, any other securities eligible for inclusion in such Registration. Notwithstanding the foregoing, no such reduction shall reduce the value of the Registrable Securities of the Holders included in such registration below twenty-five percent (25)% of the total value of securities included in such registration.

Priority of Piggyback Registration. If the managing underwriter or underwriters of any proposed offering of Registrable Securities included in a Piggyback Registration informs the Company and the participating Holders in writing that, in its or their opinion, the number of securities that such Holders and any other Persons intend to include in such offering exceeds the number that can be sold in such offering without being likely to have a significant an adverse effect on the price, timing or distribution of the securities offered or the market for the securities offered, then the securities to be included in such Registration shall be (i) first, one hundred percent (100%) of the securities that the Company proposes to sell, and ; (ii) second, and only if all the securities referred to in clause (i) have been included, the number of Registrable Securities that, in the opinion of such managing underwriter or underwriters, can be sold without having such adverse effect, with such number to be allocated among the Holders that have requested to participate in such Registration based on an amount equal to the lesser of (ix) the number of such Registrable Securities requested to be sold by such Holder, and (iiy) a number of such shares equal to such Holder’s Pro Rata Portion and Portion; (iii) third, and only if all of the Registrable Securities referred to in clause (ii) have been included in such Registration, any other securities eligible for inclusion in such Registration.

Priority of Piggyback Registration. If the Founder Investors, the TSG Investors and if the proposed filing or Public Offering is underwritten, the managing underwriter or underwriters of any such proposed offering of Registrable Securities included filing or Public Offering, determine in a Piggyback Registration informs good faith, and advise the Company and the participating Holders in writing that, in its or their opinion, the number of securities that such Holders and any other Persons intend requested to include be included in such offering the proposed Piggyback Registration exceeds the number that can be sold in such offering Piggyback Registration without being likely to have a significant an adverse effect on the price, timing or distribution of the securities offered or the market for the securities offered, then the securities number of Registrable Securities to be included in such Registration offering shall be (ix) first, one hundred percent (100%) allocated to each of the securities Founder Investors and the TSG Investors that the Company proposes to sell, and (ii) second, and only if all the securities referred to in clause (i) have been included, the number of Registrable Securities that, in the opinion of such managing underwriter or underwriters, can be sold without having such adverse effect, with such number to be allocated among the Holders that have has requested to participate in such Piggyback Registration based on an amount equal to the lesser of (i) the number of such Registrable Securities requested to be registered or sold by such HolderFounder Investors and the TSG Investors, and (ii) a number of such shares equal to such Holder’s their respective Pro Rata Portion Portion, and (iiiy) thirdsecond, and only if all of the Registrable Securities securities referred to in clause (iix) have been included in such Registrationincluded, any the number of other securities eligible for inclusion that, in the opinion of such Registration.managing underwriter or underwriters can be sold without having such adverse effect. (c)

Priority of Piggyback Registration. If the managing underwriter or underwriters of any proposed offering Underwritten Offering of Registrable Securities Conversion Shares included in a Piggyback Registration informs the Company and the participating Holders Shareholders in writing that, in its or their opinion, the number of securities that such Holders which the Participating Shareholders and any other Persons intend to include in such offering exceeds the number that which can be sold in such offering without being likely to have a significant adverse effect on the price, timing or distribution of the securities offered or the market for the securities offered, then the securities to be included in such Registration shall be (i) first, one hundred percent (100%) % of the securities that the Company proposes seeks to sellinclude in such offering, and (ii) second, and only if all the securities referred to in clause (i) have been included, the number of Registrable Securities Conversion Shares and all other securities proposed to be included in the offering that, in the reasonable opinion of such managing underwriter or underwriters, can be sold without having such a materially adverse effecteffect on the Underwritten Offering, with such number to be allocated pro rata among the Holders that have requested to participate in Participating Shareholders and holders of such Registration other securities based on an amount equal to the lesser of (i) the relative number of Conversion Shares and such Registrable Securities other securities requested to be sold included therein then held by each such Holder, and Participating Shareholder or other holder (ii) a number of such shares equal subject to such Holder’s Pro Rata Portion and (iii) third, and only if all of the Registrable Securities referred to in clause (ii) have been included in such Registration, any other securities eligible for inclusion in such RegistrationSection 3.6 below).

Priority of Piggyback Registration. If the managing underwriter or underwriters of any proposed offering Underwritten Offering of Registrable Securities included in a Piggyback Registration informs the Company and the participating Holders that have requested to participate in such Piggyback Registration in writing that, in its or their good faith opinion, the number of securities that which such Holders and any other Persons intend to include in such offering exceeds the number that can be sold in such offering without being likely to have a significant adverse effect on the price, timing or distribution of the securities offered or the market for the securities offeredMaximum Offering Size, then the aggregate number of securities to be included in such Registration shall be (i) first, one hundred percent (100%) % of the securities that the Company proposes to sell, and (ii) second, and only if all the securities referred to in clause (i) have been included, the number of Registrable Securities that, in the good faith opinion of such managing underwriter or underwriters, can be sold without having such adverse effectexceeding the Maximum Offering Size, with such which number to shall be allocated pro rata among the Holders that have requested to participate in such Registration based on an amount equal to the lesser of (i) the relative number of such Registrable Securities so requested to be sold included by each such Holder, and (ii) a number of such shares equal to such Holder’s Pro Rata Portion Holder and (iii) third, and only if all of the Registrable Securities referred to in clause (ii) have been included in such Registration, any other securities eligible for inclusion in such RegistrationRegistration that, in the good faith opinion of the managing underwriter or underwriters, can be sold without exceeding the Maximum Offering Size.

Priority of Piggyback Registration. If the managing underwriter or underwriters of any proposed offering of Registrable Securities included in a Piggyback Registration informs the Company and the participating Holders in writing that, in its or their opinion, the number of securities that such Holders and any other Persons intend to include in such offering exceeds the number that can be sold in such offering without being likely to have a significant adverse effect on the price, timing or distribution of the securities offered or the market for the securities offered, then the securities to be included in such Registration shall be (i) first, one hundred percent (100%) of the securities that the Company or (subject to Section 3.7) any Person (other than a Holder) exercising a contractual right to demand Registration, as the case may be, proposes to sell, and (ii) second, and only if all the securities referred to in clause (i) have been included, the number of Registrable Securities that, in the opinion of such managing underwriter or underwriters, can be sold without having such adverse effect, with such number to be allocated among the Holders that have requested to participate in such Registration based on an amount equal to the lesser of (i) the number of such Registrable Securities requested to be sold by such Holder, and (ii) a number of such shares equal to such Holder’s Pro Rata Portion and (iii) third, and only if all of the Registrable Securities referred to in clause (ii) have been included in such Registration, any other securities eligible for inclusion in such Registration.

Priority of Piggyback Registration. If the managing underwriter or underwriters of any proposed offering of Registrable Securities included in a Piggyback Registration informs the Company and the participating Holders Investors in writing that, in its or their opinion, the aggregate number of securities that such Holders the Investors and any other Persons intend to include in such offering exceeds the number that can be sold in such offering without being likely to have a significant adverse effect on the price, timing or distribution of the securities offered or the market for the securities offered, then the securities to be included in such Registration shall be (i) first, one hundred percent (100%) of the securities that the Company proposes to sell, and (ii) second, and only if all the securities referred to in clause (i) have been included, the aggregate number of the Investors’ Registrable Securities who have sought to include such Registrable Securities in the proposed offering, on a pro rata basis based on such aggregate number of such securities, that, in the opinion of such managing underwriter or underwriters, can be sold without having such adverse effect, with such number to be allocated among the Holders that have requested to participate in such Registration based on an amount equal to the lesser of (i) the number of such Registrable Securities requested to be sold by such Holder, and (ii) a number of such shares equal to such Holder’s Pro Rata Portion and (iii) third, and only if all of the Registrable Securities referred to in clause (ii) have been included in such Registration, any other securities eligible for inclusion in such Registration.

Priority of Piggyback Registration. If the managing underwriter or underwriters of any proposed offering of Registrable Securities included in a Piggyback Registration informs the Company and the participating Holders that have requested to participate in such Piggyback Registration in writing that, in its or their opinion, the number of securities that which such Holders and any other Persons intend to include in such offering exceeds the number that which can be sold in such offering without being likely to have a significant adverse effect on the price, timing or distribution of the securities offered or the market for the securities offered, then the securities to be included in such Registration shall be (i) first, one hundred percent (100%) % of the securities that the Company proposes to sell, and (ii) second, and only if all the securities referred to in clause (i) have been included, the number of Registrable Securities of the Holders that have requested to participate in such Registration that, in the opinion of such managing underwriter or underwriters, can be sold without having such adverse effect, with such number to be allocated among the Holders that have requested to participate in such Registration based on an amount equal to the lesser of (i) the number of such Registrable Securities requested to be sold by such Holder, and (ii) a number of such shares equal to such Holder’s Pro Rata Portion and (iii) third, and only if all of the Registrable Securities referred to in clause (ii) have been included effect in such Registration, which such number shall be allocated pro rata among such Holders based on the relative number of Registrable Securities then held by each such Holder (provided that any other securities eligible for inclusion thereby allocated to a Holder that exceeds such Holder’s request shall be reallocated among the remaining requesting Holders in such Registrationlike manner).

Priority of Piggyback Registration. If the managing underwriter or underwriters of any proposed offering of Registrable Securities included in a Piggyback Registration informs the Company and the participating Holders in writing that, in its or their opinion, the number of securities that such Holders and any other Persons intend to include in such offering exceeds the number that can be sold in such offering without being likely to have a significant adverse effect on the price, timing or distribution of the securities offered or the market for the securities offered, then the securities to be included in such Registration shall be (i) first, one hundred percent (100%) % of the securities that the Company proposes to sell, sell and (ii) second, and only if all the securities referred to in clause (i) have been included, the number of Registrable Securities that, in the opinion of such managing underwriter or underwriters, can be sold without having such adverse effect, with such number to be allocated among the Holders that have requested to participate in such Registration based on an amount equal to the lesser of (iA) the number of such Registrable Securities requested to be sold by such Holder, and (iiB) a number of such shares equal to such Holder’s Pro Rata Portion and (iii) third, and only if all of the Registrable Securities referred to in clause (ii) have been included in such Registration, any other securities eligible for inclusion in such RegistrationPortion.