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 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 securities offered or the market for the securities offered, then the securities to be included in such Registration shall be (i) first, 100% of the securities of such class that the Company 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, and (ii) second, and only if all the securities referred to in clause (i) have been included, the number of Registrable Securities of such class 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 the relative number of Registrable Securities of such class 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 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 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 offeredoffered 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, 100% of the securities of such class of primary securities that the Company 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 initially proposed to sell, and 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 of such class that, in to the opinion of such managing underwriter or underwriters, can be sold without having such adverse effect, with such number extent requested to be allocated pro rata among included by the holders that have requested to participate Investors' Representatives in such Registration based on the relative number of Registrable Securities of such class 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 offering; and (iii) third, and only if all of the Registrable Securities referred to securities referenced in clause clauses (i) and (ii) have been included in such Registrationincluded, any other securities eligible for inclusion in such RegistrationRegistration shall be included therein.

Priority of Piggyback Registration. If the managing underwriter or underwriters of any proposed Underwritten Offering of a class offering of Registrable Securities (or, if such offering is not an Underwritten Public Offering, any nationally or internationally recognized investment bank engaged in connection with such offering) included in a Piggyback Registration informs the Company and the holders of such class of Registrable Securities participating Shareholder Parties in writing that, in its or their opinion, the number of securities of that such class which such holders Shareholder Parties 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 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 of such class that the Company 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, and (ii) second, and only if all the securities referred to in clause (i) have been included, the number of Registrable Securities of such class 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 Shareholder Parties that have requested to participate in such Registration based on an amount equal to the relative lesser of (x) the number of such Registrable Securities requested to be sold by such Shareholder Party, and (y) a number of such class then held by each Registrable Securities equal to 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) Shareholder Party’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 Underwritten Offering of a class offering of Registrable Securities included in a Piggyback Registration informs the Company and the holders of such class of Registrable Securities 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 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 of such class that the Company 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, 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 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 the relative number of Registrable Securities of such class 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) 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 Underwritten Offering of a class offering of Registrable Securities included in a Piggyback Registration informs the Company and the holders of such class of Registrable Securities 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 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 of such class that the Company 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, 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 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 the relative number of Registrable Securities of such class 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 Registrable Securities referred to in clause (ii) have been included in such Registration, any other securities eligible for inclusion in such Registration.