Common use of Priority of Piggyback Registration Clause in Contracts

Priority of Piggyback Registration. If the managing underwriter or underwriters of any proposed Underwritten Offering of a class of Registrable Securities included in a Piggyback Registration (or in the case of a Piggyback Registration not being underwritten, the Company) informs the holders of such class of Registrable Securities in writing that, in its or their opinion, the number of securities of such class which such holders and any other Persons intend to include in such offering exceeds the number which can be sold in such offering without being likely to have a significant adverse effect on the price, timing or distribution of the class or classes of the securities offered or the market for the class or classes of securities offered or the Common Stock, then the securities of each class to be included in such Registration (the "Included Securities") shall be allocated as follows: (i) first, the securities of such class of primary securities that the Company initially proposed to sell, up to the total aggregate number of Included Securities; (ii) second, the number of Registrable Securities of such class to the extent requested to be included by the Investors' Representatives in such offering; and (iii) third, and only if all of the securities referenced in clauses (i) and (ii) have been included, any other securities eligible for inclusion in such Registration shall be included therein.

Priority of Piggyback Registration. If the managing underwriter or underwriters of any proposed Underwritten Offering of a class of Registrable Securities included in a Piggyback Registration (or in the case of a Piggyback Registration not being underwritten, the Company) informs the holders of such class Company and the Holders of Registrable Securities in writing that, in its or their opinion, the number of securities of such class which such holders Holders and any other Persons intend to include in such offering exceeds the number which can be sold in such offering without being likely to have a significant adverse effect on the price, timing or distribution of the class or classes of the securities offered or the market for the class or classes of securities offered or the Common Stockoffered, then the securities of each class to be included in such Registration (the "Included Securities") shall be allocated as follows: (i) first, 100% of the securities of such class of primary securities that the Company initially proposed or (subject to Section 5.5) any Person (other than a Holder of Registrable Securities) exercising a contractual right to demand Registration, as the case may be, proposes to sell, up to the total aggregate number of Included Securities; 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 class managing underwriter or underwriters, can be sold without having such adverse effect, with such number to be allocated pro rata among the extent Holders that have requested to participate in such Registration based on the relative number of Registrable Securities requested to be included therein then held by the Investors' Representatives in each such offering; and Holder and (iii) third, and only if all of the securities referenced Registrable Securities referred to in clauses (i) and clause (ii) have been includedincluded in such Registration, any other securities eligible for inclusion in such Registration shall be included thereinRegistration.

Priority of Piggyback Registration. If the managing underwriter or underwriters of any proposed Underwritten Offering of a class of Registrable Securities included in a Piggyback Registration (or in the case of a Piggyback Registration not being underwritten, the Company) informs the holders of such class of Registrable Securities Issuer and the Holders in writing that, in its or their opinion, the number of securities of such class which such holders Holders and any other Persons intend to include in such offering exceeds the number which can be sold in such offering without being likely to have a significant adverse effect on the price, timing or distribution of the class or classes of the securities offered or the market for the class or classes of securities offered or the Common Stockoffered, then the securities of each class to be included in such Registration (the "Included Securities") shall be allocated as follows: (i) first, 100% of the securities of such class of primary securities that the Company initially proposed to sellbe sold in such Registration by the Issuer or (subject to Section 2.07(a)) any Person (other than a Holder) exercising a contractual right to demand Registration, up to as the total aggregate number of Included Securities; case may be, 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 class managing underwriter or underwriters, can be sold without having such adverse effect, with such number to be allocated pro rata among the extent Holders that have requested to be included by the Investors' Representatives participate in such offeringRegistration based on the relative number of Registrable Securities then held by each such Holder; and provided, that any securities thereby allocated to a Holder that exceed such Holder’s request shall be reallocated among the remaining requesting Holders in like manner and (iii) third, and only if all of the securities referenced Registrable Securities referred to in clauses (i) and clause (ii) have been includedincluded in such Registration, any other securities eligible for inclusion in such Registration shall be included thereinRegistration.

Priority of Piggyback Registration. If the managing underwriter or underwriters of any proposed Underwritten Offering of a class of Registrable Securities included in a Piggyback Registration (determine that that the inclusion of some or all of the Registrable Securities and other securities proposed to be included in the case registration and the Underwritten Offering would adversely affect the successful marketing (including pricing) of a Piggyback the offering, then the Company shall include in such Registration not being underwritten, the Company) informs the holders of Statement only such class number of Registrable Securities in writing that, in its or their opinion, and other securities as such underwriters have advised the number of securities of such class which such holders and any other Persons intend to include in such offering exceeds the number which Company can be sold in such offering without being likely to have a significant such adverse effect on the priceeffect, timing or distribution of the class or classes of the securities offered or the market for the class or classes of securities offered or the Common Stock, then the securities of each class to be included allocated in such Registration (the "Included Securities") shall be allocated as follows: following manner: (i) in cases initially involving the registration for sale of securities for the Company’s own account: (A) first, one hundred percent (100%) of the securities of such class of primary securities that the Company initially proposed proposes to sell, up to the total aggregate number of Included Securities; sell for its own account; (iiB) second, the number of Registrable Securities of such class to the extent requested to be included in such offering by the Investors' Representatives in such offeringInvestor; and (iiiC) third, the number of Registrable Securities requested to be included in such offering by any other stockholders holding registration rights; and (D) only if all of the securities referenced referred to in clauses (iA) and through (iiB) have been includedincluded in such registration, any other securities eligible for inclusion in such Registration shall registration; and (ii) in cases initially involving the registration for sale of securities for the account of another stockholder pursuant to such stockholder’s exercise of demand registration rights, (A) first, the number of Registrable Securities requested to be included thereinin such offering by such initiating stockholder and the Investor and, pro rata among all such Persons referenced in this clause (A); and (B) if all of the securities referred to in clause (A) have been included in such registration, the number of securities that the Company and any other securityholders propose to sell for their respective account, apportioned as agreed among the Persons referenced in this clause (B).

Priority of Piggyback Registration. If the managing underwriter or underwriters of any proposed Underwritten Offering of a class of Registrable Securities included in a Piggyback Registration (or in the case of a Piggyback Registration not being underwritten, the Company) informs the holders of such class Company and the Holders of Registrable Securities in writing that, in its or their opinion, the number of securities of such class which such holders Holders and any other Persons intend to include in such offering exceeds the number which can be sold in such offering without being likely to have a significant adverse effect on the price, timing or distribution of the class or classes of the securities offered or the market for the class or classes of securities offered or the Common Stockoffered, then the securities of each class to be included in such Registration (the "Included Securities") shall be allocated as follows: (i) first, 100% of the securities of such class of primary securities that the Company initially proposed or (subject to Section 2.7) any Person (other than a Holder of Registrable Securities) exercising a contractual right to demand Registration, as the case may be, proposes to sell, up to the total aggregate number of Included Securities; 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 class managing underwriter or underwriters, can be sold without having such adverse effect, with such number to be allocated pro rata among the extent Holders that have requested to be included by the Investors' Representatives participate in such offering; and Registration based on the relative number of Registrable Securities then held by each such Holder (provided that any securities thereby allocated to a Holder that exceed such Holder’s request shall be reallocated among the remaining requesting Holders in like manner) and (iii) third, and only if all of the securities referenced Registrable Securities referred to in clauses (i) and clause (ii) have been includedincluded in such Registration, any other securities eligible for inclusion in such Registration shall be included thereinRegistration.

Priority of Piggyback Registration. If the managing underwriter or underwriters of any proposed Underwritten Offering of a class of Registrable Securities included in a Piggyback Registration (or in the case of a Piggyback Registration not being underwritten, the Company) informs the Company and the holders of such class of Registrable Securities in writing that, in its or their opinion, the number of securities of such class which such holders and any other Persons intend to include in such offering exceeds the number which can be sold in such offering without being likely to have a significant adverse effect on the price, timing or distribution of the class or classes of the securities offered or the market for the class or classes of securities offered or the Common Stockoffered, then the securities of each class to be included in such Registration (the "Included Securities") shall be allocated as follows: (i) first, 100% of the securities of such class of primary securities that the Company initially proposed or (subject to Section 2.7) any Person (other than a holder of Registrable Securities) exercising a contractual right to demand Registration, as the case may be, proposes to sell, up to the total aggregate number of Included Securities; 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 class managing underwriter or underwriters, can be sold without having such adverse effect, with such number to be allocated pro rata among the extent holders that have requested to be included by the Investors' Representatives participate in such offering; and Registration based on the relative number of Registrable Securities then held by each such holder (provided that any securities thereby allocated to a holder that exceed such holder's request shall be reallocated among the remaining requesting holders in like manner) and (iii) third, and only if all of the securities referenced Registrable Securities referred to in clauses (i) and clause (ii) have been includedincluded in such Registration, any other securities eligible for inclusion in such Registration shall be included thereinRegistration.

Priority of Piggyback Registration. If the managing underwriter or underwriters of any proposed Underwritten Offering of a class offering of Registrable Securities included in a Piggyback Registration (or in the case of a Piggyback Registration not being underwritten, the Company) informs the holders of such class of Registrable Securities Company and the Investors in writing that, in its or their opinion, the aggregate number of securities of such class which such holders that the Investors and any other Persons intend to include in such offering exceeds the number which that can be sold in such offering without being likely to have a significant adverse effect on the price, timing or distribution of the class or classes of the securities offered or the market for the class or classes of securities offered or the Common Stockoffered, then the securities of each class to be included in such Registration (the "Included Securities") shall be allocated as follows: (i) first, one hundred percent (100%) of the securities of such class of primary securities that the Company initially proposed proposes to sell, up to the total aggregate number of Included Securities; 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 class to securities, that, in the extent requested to opinion of such managing underwriter or underwriters, can be included by the Investors' Representatives in sold without having such offering; and adverse effect and (iii) third, and only if all of the securities referenced Registrable Securities referred to in clauses (i) and clause (ii) have been includedincluded in such Registration, any other securities eligible for inclusion in such Registration shall be included thereinRegistration.

Priority of Piggyback Registration. If the managing underwriter or underwriters of any proposed Underwritten Offering of a class of Registrable Securities included in a Piggyback Registration (or in the case of a Piggyback Registration not being underwritten, the Company) informs the holders of such class Company and the Holders of Registrable Securities in writing that, in its or their opinion, the number of securities of such class which such holders Holders and any other Persons intend to include in such offering exceeds the number which that can be sold in such offering without being likely to have a significant adverse effect on the price, timing or distribution of the class or classes of the securities offered or the market for the class or classes of securities offered or the Common Stockoffered, then the securities of each class to be included in such Registration (the "Included Securities") shall be allocated as followsbe: (i) first, up to 100% of the securities of such class of primary securities that the Company initially proposed or (subject to Section 2.7) any Person (other than a Holder of Registrable Securities) exercising a contractual right to demand Registration, as the case may be, proposes to sell, up to the total aggregate number of Included Securities; (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 class managing underwriter or underwriters, can be sold without having such adverse effect, with such number to be allocated pro rata among the extent Holders that have requested to be included by the Investors' Representatives participate in such offeringRegistration based on the relative number of Registrable Securities then held by each such Holder (provided that any securities thereby allocated to a Holder that exceed such Holder's request shall be reallocated among the remaining requesting Holders in like manner); and (iii) third, and only if all of the securities referenced Registrable Securities referred to in clauses (i) and clause (ii) have been includedincluded in such Registration, any other securities eligible for inclusion in such Registration shall be included thereinRegistration.

Priority of Piggyback Registration. If the managing underwriter or underwriters of any proposed Underwritten Offering of a class of Registrable Securities included in a Piggyback Registration (or in the case of a Piggyback Registration not being underwritten, the Company) informs the holders of such class Company and the Holders of Registrable Securities in writing that, in its or their opinion, the number of securities of such class which such holders Holders and any other Persons intend to include in such offering exceeds the number which can be sold in such offering without being likely to have a significant adverse effect on the price, timing or distribution of the class or classes of the securities offered or the market for the class or classes of securities offered or the Common Stockoffered, then the securities of each class to be included in such Registration (the "Included Securities") shall be allocated as follows: (i) first, 100% of the securities of such class of primary securities that the Company initially proposed 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, up to the total aggregate number of Included Securities; 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 class managing underwriter or underwriters, can be sold without having such adverse effect, with such number to the extent be allocated pro rata among Holders that have requested to be included by the Investors' Representatives participate in such offering; and Registration based on the relative number of Registrable Securities then held by each such Holder (provided that any securities thereby allocated to a Holder that exceed such Holder's request shall be reallocated among the remaining requesting Holders in like manner) and (iii) third, and only if all of the securities referenced Registrable Securities referred to in clauses (i) and clause (ii) have been includedincluded in such Registration, any other securities eligible for inclusion in such Registration shall be included thereinRegistration.

Priority of Piggyback Registration. If the managing underwriter or underwriters of any proposed Underwritten Offering of a class of Registrable Securities included in a Piggyback Registration (or in the case of a Piggyback Registration not being underwritten, the Company) informs the holders of such class Issuer and the Holders of Registrable Securities in writing that, in its or their opinion, the number of securities of such class which such holders Holders and any other Persons intend to include in such offering exceeds the number which can be sold in such offering without being likely to have a significant adverse effect on the price, timing or distribution of the class or classes of the securities offered or the market for the class or classes of securities offered or the Common Stockoffered, then the securities of each class to be included in such Registration (the "Included Securities") shall be allocated as follows: (i) first, 100% of the securities of such class of primary securities that the Company initially proposed to sellbe sold in such Registration by the Issuer or (subject to Section 2.07) any Person (other than a holder) exercising a contractual right to demand Registration, up to as the total aggregate number of Included Securities; case may be, 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 class managing underwriter or underwriters, can be sold without having such adverse effect, with such number to be allocated pro rata among the extent Holders that have requested to be included by the Investors' Representatives participate in such offeringRegistration based on the relative number of Registrable Securities then held by each such Holder; and provided, that any securities thereby allocated to a Holder that exceed such Holder’s request shall be reallocated among the remaining requesting Holders in like manner and (iii) third, and only if all of the securities referenced Registrable Securities referred to in clauses (i) and clause (ii) have been includedincluded in such Registration, any other securities eligible for inclusion in such Registration shall be included thereinRegistration.

Priority of Piggyback Registration. If the managing underwriter or underwriters of any proposed Underwritten Offering of a class offering of Registrable Securities included in a Piggyback Registration (or in the case of a Piggyback Registration not being underwritten, the Company) informs the holders of such class of Registrable Securities Company and the Piggyback Investors in writing that, in its or their opinion, the aggregate number of securities of such class which such holders that the Piggyback Investors and any other Persons intend to include in such offering exceeds the number which that can be sold in such offering without being likely to have a significant adverse effect on the price, timing or distribution of the class or classes of the securities offered or the market for the class or classes of securities offered or the Common Stockoffered, then the securities of each class to be included in such Registration (the "Included Securities") shall be allocated as follows: (i) first, one hundred percent (100%) of the securities of such class of primary securities that the Company initially proposed proposes to sell, up to the total aggregate number of Included Securities; and (ii) second, and only if all the securities referred to in clause (i) have been included, the aggregate number of the Piggyback Investors’ Registrable Securities and any Registrable Securities (as defined in the Registration Rights Agreement, dated November 7, 2019, by and among the Company and certain investors therein (the “Note Registration Rights Agreement”) as of the date hereof) held by the Investors (as defined in the Note 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 class to securities, that, in the extent requested to opinion of such managing underwriter or underwriters, can be included by the Investors' Representatives in sold without having such offering; and adverse effect, and (iii) third, and only if all of the securities referenced Registrable Securities referred to in clauses (i) and clause (ii) have been includedincluded in such Registration, any other securities eligible for inclusion in such Registration shall be included thereinRegistration.

Priority of Piggyback Registration. If the managing underwriter or underwriters of any proposed Underwritten Offering of a class of Registrable Securities included in a Piggyback Registration (or in the case of a Piggyback Registration not being underwritten, the Company) informs the holders of such class Company and the Stockholders of Registrable Securities in writing that, in its or their opinion, the number of securities of such class which such holders Stockholders and any other Persons intend to include in such offering Piggyback Registration exceeds the number which can be sold in such offering without being likely to have a significant adverse effect on the price, timing or distribution of the class or classes of the securities offered or the market for the class or classes of securities offered or the Common Stockoffered, then the securities of each class to be included in such Piggyback Registration (the "Included Securities") shall be allocated as follows: (i) first, 100% of the securities of proposed to be sold in such class of primary securities that Piggyback Registration by the Company initially proposed or (subject to Section 5.07) any Person (other than a Stockholder) exercising a contractual right to demand Registration, as the case may be, proposes to sell, up to the total aggregate number of Included Securities; 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 class managing underwriter or underwriters, can be sold without having such adverse effect, with such number to be allocated pro rata among the extent Stockholders that have requested to be included by the Investors' Representatives participate in such offering; and Registration based on the relative number of Registrable Securities then held by each such Stockholder (provided that any securities thereby allocated to a Stockholder that exceed such Stockholder’s request shall be reallocated among the remaining requesting Stockholders in like manner) and (iii) third, and only if all of the securities referenced Registrable Securities referred to in clauses (i) and clause (ii) have been includedincluded in such Registration, any other securities eligible for inclusion in such Registration shall be included thereinRegistration.