Common use of Priority of Securities Registered Pursuant to Demand Registrations Clause in Contracts

Priority of Securities Registered Pursuant to Demand Registrations. If the Approved Underwriter advises the Company in writing that in its opinion the number of securities requested to be included in a Demand Registration exceeds the number which can be sold in such Demand Registration without being likely to have a significant adverse effect on such Demand Registration, the securities to be included in such Demand Registration (i) first, shall be allocated pro rata among the Demanding Holders who have requested to participate in such Demand Registration based on the relative number of Demand Registrable Securities then held by each such holder, (ii) second, and only if all the securities referred to in clause (i) have been included, the number of securities that the Company proposes to include in such Demand Registration that, in the opinion of the Approved Underwriter, can be sold without having such adverse effect and (iii) next, and only if all the securities referred to in clause (ii) have been included, the number of Piggy-Back Registrable Securities that, in the opinion of the Company Underwriter, can be sold without having such adverse effect, with such number to be allocated pro rata among the Requesting Holders based on the relative number of Piggy-Back Registrable Securities then held by each such Requesting Holder.

Priority of Securities Registered Pursuant to Demand Registrations. If the Approved Underwriter advises managing underwriter or underwriters of a proposed Underwritten Offering of the Company Registrable Securities included in a Demand Registration advise the Board of Directors in writing that (with a copy provided to the Institutional Investors requesting participation in such Demand Registration) that, in its opinion or their opinion, the number of securities requested to be included in a such Demand Registration exceeds the number which can be sold in such Demand Registration offering without being likely to have a significant adverse effect on such Demand Registrationthe price, timing or distribution of the securities offered or the market for the securities offered, the securities to be included in such Demand Registration (i) first, shall be allocated pro rata among the Demanding Holders who that have requested to participate in such Demand Registration based on the relative number of Demand Registrable Securities then held by each such holderHolder (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), (ii) second, and only if all the securities referred to in clause (i) have been includedincluded in such Registration, the number of securities that the Company proposes to include in such Demand Registration that, in the opinion of the Approved Underwritermanaging underwriter or underwriters, can be sold without having such adverse effect and (iii) nextthird, and only if all of the securities referred to in clause (ii) have been includedincluded in such Registration, the number of Piggy-Back Registrable Securities any other securities eligible for inclusion in such Registration that, in the opinion of the Company Underwritermanaging underwriter or underwriters, can be sold without having such adverse effect, with such number to be allocated pro rata among the Requesting Holders based on the relative number of Piggy-Back Registrable Securities then held by each such Requesting Holder.

Priority of Securities Registered Pursuant to Demand Registrations. If the Approved Underwriter advises managing underwriter or underwriters of a proposed Underwritten Public Offering of the Registrable Securities included in a Demand Registration advise the Company in writing that that, in its opinion or their opinion, the number of securities requested to be included in a such Demand Registration exceeds the number which that can be sold in such Demand Registration offering without being likely to have a significant an adverse effect on such Demand Registrationthe 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 unless otherwise agreed by each of the Investors be, in the case of any Demand Registration Registration, (ix) first, shall be allocated pro rata among the Demanding Holders who have to each Investor that has requested to participate in such Demand Registration based on and its Co-Investors, if applicable, an amount equal to the relative lesser of (i) the number of Demand such Registrable Securities then (including Registrable Co-Investor Securities held by each such holderInvestor’s Co-Investors, if applicable) requested to be registered or sold by such Investor, and (ii) a number of such shares equal to such Investor’s Pro Rata Portion, and (y) second, and only if all the securities referred to in clause (ix) have been included, the number of other securities that the Company proposes to include in such Demand Registration that, in the opinion of the Approved Underwriter, can be sold without having such adverse effect and (iii) next, and only if all the securities referred to in clause (ii) have been included, the number of Piggy-Back Registrable Securities that, in the opinion of the Company Underwriter, managing underwriter or underwriters can be sold without having such adverse effect, with such number to be allocated pro rata among the Requesting Holders based on the relative number of Piggy-Back Registrable Securities then held by each such Requesting Holder.

Priority of Securities Registered Pursuant to Demand Registrations. If the Approved Underwriter advises managing underwriter or underwriters of a proposed Underwritten Offering of the Company Registrable Securities included in a Demand Registration (or, in the case of a Demand Registration not being underwritten, the Holders of a majority of the Registrable Securities included therein), advise the Board of Directors in writing that that, in its opinion or their opinion, the number of securities requested to be included in a such Demand Registration exceeds the number which can be sold in such Demand Registration 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 Company will include in such Demand Registrationregistration, (i) first, the securities number of Registrable Securities requested by all Holders of Registrable Securities to be included in such Demand Registration (i) firstregistration that, shall in the opinion of such managing underwriter, can be sold, such amount to be allocated among all such Holders of Registrable Securities pro rata among the Demanding Holders who have requested to participate in such Demand Registration based on the relative basis of the respective number of Demand Registrable Securities then held by each such holderHolder, (ii) second, and only if all of the securities Registrable Securities referred to in clause (i) have been includedincluded in such Registration, the number of securities that the Company proposes to include in such Demand Registration that, in the opinion of the Approved Underwriter, can be sold without having such adverse effect sell and (iii) nextthird, and only if all of the securities referred to in clause (ii) have been includedincluded in such Registration, the number of Piggy-Back Registrable Securities that, any other securities eligible for inclusion in the opinion of the Company Underwriter, can be sold without having such adverse effect, with such number to be allocated pro rata among the Requesting Holders based on the relative number of Piggy-Back Registrable Securities then held by each such Requesting HolderRegistration.

Priority of Securities Registered Pursuant to Demand Registrations. If the Approved Underwriter advises managing underwriter or underwriters of a proposed Underwritten Offering of the Company Registrable Securities included in a Demand Registration (or, in the case of a Demand Registration not being underwritten, the Demand Rights Holders), advise the Board of Directors in writing that that, in its opinion or their opinion, the number of securities requested to be included in a such Demand Registration exceeds the number which can be sold in such Demand Registration offering without being likely to have a significant adverse effect on such Demand Registrationthe price, timing or distribution of the securities offered or the market for the securities offered, the securities to be included in such Demand Registration (i) first, shall be allocated pro rata among the Holders (including the Demanding Holders who Holder) that have requested to participate in such Demand Registration based on the relative number of Demand Registrable Securities then held by each such holder, Holder immediately after giving effect to the consummation of the IPO (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 (ii) secondnext, and only if all the securities referred to in clause (i) have been included, the number of securities that the Company and any other holder that has a right to participate in such registration proposes to include in such Demand Registration that, in the opinion of the Approved Underwritermanaging underwriter or underwriters (or the Demand Rights Holders, can be sold without having such adverse effect and (iiias the case may be) next, and only if all the securities referred to in clause (ii) have been included, the number of Piggy-Back Registrable Securities that, in the opinion of the Company Underwriter, can be sold without having such adverse effect, with such number to be allocated pro rata among the Requesting Holders based on the relative number of Piggy-Back Registrable Securities then held by each such Requesting Holder.

Priority of Securities Registered Pursuant to Demand Registrations. If the Approved Underwriter advises managing underwriter or underwriters of a proposed Underwritten Offering of the Company Registrable Securities included in a Demand Registration (or, in the case of a Demand Registration not being underwritten, the Demanding Investors), advise the Board in writing that that, in its opinion or their opinion, the number of securities requested to be included in a such Demand Registration exceeds the number which can be sold in such Demand Registration offering without being likely to have a significant adverse effect on such Demand Registrationthe price, timing or distribution of the securities offered or the market for the securities offered, the securities to be included in such Demand Registration shall be allocated, (i) first, shall be allocated if applicable, pro rata between the Investors based on the relative number of Registrable Securities then held by each Investor, (ii) second, among the Demanding other Holders who that have requested to participate in such Demand Registration based on the relative number of Demand Registrable Securities then held by each such holderHolder; 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 (iiiii) secondnext, and only if all of the securities referred to in clause clauses (i) and (ii) have been included, the number of securities that the Company Issuer proposes to include in such Demand Registration that, in the opinion of the Approved Underwritermanaging underwriter or underwriters (or the Investors, can be sold without having such adverse effect and (iiias the case may be) next, and only if all the securities referred to in clause (ii) have been included, the number of Piggy-Back Registrable Securities that, in the opinion of the Company Underwriter, can be sold without having such adverse effect, with such number to be allocated pro rata among the Requesting Holders based on the relative number of Piggy-Back Registrable Securities then held by each such Requesting Holder.

Priority of Securities Registered Pursuant to Demand Registrations. If the Approved Underwriter advises managing underwriter or underwriters of a proposed Underwritten Public Offering of the Registrable Securities included in a Demand Registration advise the Company in writing that that, in its opinion or their opinion, the number of securities requested to be included in a such Demand Registration exceeds the number which that can be sold in such Demand Registration offering without being likely to have a significant an adverse effect on such Demand Registrationthe price, timing or distribution of the securities offered or the market for the securities offered, then the securities to be included in such Demand Registration shall be (ix) first, shall be allocated pro rata among 100% of the Demanding Holders who have Registrable Securities requested to participate in such be registered by the initiating Demand Registration based on the relative number of Demand Registrable Securities then held by each such holderHolder, (iiy) second, and only if all the securities referred to in clause (ix) have been included, for each Holder (other than the number of securities initiating Demand Holder) that the Company proposes has requested to include participate in such Demand Registration Registration, 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 other than the initiating Demand Holder that, in the opinion of the Approved Underwritersuch managing underwriter or underwriters, can be sold without having such adverse effect effect, and (iiiz) nextthird, and only if all the securities referred to in clause (iiy) have been included, the number of Piggy-Back Registrable Securities other securities that, in the opinion of the Company Underwritersuch managing underwriter or underwriters, can be sold without having such adverse effect, with such number to be allocated pro rata among the Requesting Holders based on the relative number of Piggy-Back Registrable Securities then held by each such Requesting Holder.

Priority of Securities Registered Pursuant to Demand Registrations. If the Approved Underwriter advises managing underwriter or underwriters of a proposed Underwritten Public Offering of the Registrable Securities included in a Demand Registration advise the Company in writing that that, in its opinion or their opinion, the number of securities requested to be included in a such Demand Registration exceeds the number which that can be sold in such Demand Registration offering without being likely to have a significant an adverse effect on such Demand Registrationthe 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, in the case of any Demand Registration Registration, (i) first, shall be allocated pro rata among the Demanding Holders who have to each Holder that has requested to participate in such Demand Registration an amount equal to the lesser of (x) the number of such Registrable Securities requested to be registered or sold by such Holder and (y) a number of such shares equal to such Holder’s Pro Rata Portion (or, with respect to any Management Investor, allocated based on the relative number advice in writing of Demand the managing underwriter or underwriters such that registration of such Registrable Securities then held by each such holderManagement Investors will not have a material detrimental effect on the offering), and (ii) second, and only if all the securities referred to in clause (i) Section 3.1.7 have been included, the number of other securities that the Company proposes to include in such Demand Registration that, in the opinion of the Approved Underwriter, such managing underwriter or underwriters can be sold without having such adverse effect and (iii) next, and only if all the securities referred to in clause (ii) have been included, the number of Piggy-Back Registrable Securities that, in the opinion of the Company Underwriter, can be sold without having such adverse effect, with such number to be allocated pro rata among the Requesting remaining requesting Holders based on the relative number of Piggy-Back Registrable Securities then held by each that have requested to participate in such Requesting HolderDemand Registration in a like manner).

Priority of Securities Registered Pursuant to Demand Registrations. If the Approved Underwriter advises managing underwriter or underwriters of a Demand Registration informs the Company and the Holders that have requested to participate in such Demand Registration in writing that that, in its opinion or their opinion, the number of securities requested to be included in a such Demand Registration exceeds the number which that can be sold in such Demand Registration Underwritten Offering without being likely to have a significant adverse effect on such Demand Registrationthe price, timing or distribution of the securities offered or the market for the securities offered, the securities to be included in such Demand Registration (i) first, shall be allocated pro rata among the Demanding Holders who have on the basis of the number of Registrable Securities requested to participate in such Demand Registration based on the relative number of Demand Registrable Securities then held be included therein by each such holderHolder (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), (ii) second, and only if all the securities referred to in clause (i) have been includedincluded in such Registration, the number of securities that the Company proposes to include in such Demand Registration that, in the opinion of the Approved Underwritermanaging underwriter or underwriters, can be sold without having such adverse effect effect, and (iii) nextthird, and only if all of the securities referred to in clause (ii) have been includedincluded in such Registration, the number of Piggy-Back Registrable Securities any other securities eligible for inclusion in such Registration that, in the opinion of the Company Underwritermanaging underwriter or underwriters, can be sold without having such adverse effect, with such number to be allocated pro rata among the Requesting Holders based on the relative number of Piggy-Back Registrable Securities then held by each such Requesting Holder.

Priority of Securities Registered Pursuant to Demand Registrations. If the Approved Underwriter advises managing underwriter or underwriters of a proposed Underwritten Public Offering of Shares included in a Demand Registration advise the Company that, in writing that in its opinion their reasonable view, the number of securities requested to be included in a such Demand Registration (including Shares requested by Stockholders to be included in such offering and any securities that the Company proposes to be included in such offering) exceeds the number of securities which can be sold in an orderly manner in such Demand Registration without being likely offering within a price range acceptable to the Majority Stockholders that have a significant adverse effect on requested their Shares to be included in such Underwritten Public Offering (the “Maximum Offering Size”), then the Company shall so advise the Stockholders with Shares proposed to be included in such Demand Registration, and shall include in such Registration and offering the number of securities which can be so sold in the following order of priority, up to the Maximum Offering Size: (i) first, the Shares requested to be included in such Demand Registration (i) firstby the Stockholders, shall be allocated allocated, if necessary for the offering not to exceed the Maximum Offering Size, pro rata among such Stockholders on the Demanding Holders who have basis of the number of Shares requested to participate in such Demand Registration based on the relative number of Demand Registrable Securities then held be included therein by each such holder, Stockholder; and (ii) second, and only if all of the securities referred to in clause (i) have been included, the number of securities that the Company proposes to include included in such Demand Registration thatRegistration, in the opinion of the Approved Underwriter, can be sold without having such adverse effect and (iii) next, and only if all the any securities referred to in clause (ii) have been included, the number of Piggy-Back Registrable Securities that, in the opinion of the Company Underwriter, can be sold without having such adverse effect, with such number proposed to be allocated pro rata among registered by the Requesting Holders based on the relative number of Piggy-Back Registrable Securities then held by each such Requesting HolderCompany.