Common use of Priority on Demand Registrations Clause in Contracts

Priority on Demand Registrations. The Company may include Shares other than Registrable Shares in a Demand Registration for any accounts (including for the account of the Company) on the terms provided below; and if such Demand Registration is an underwritten offering, such Shares may be included only with the consent of the managing underwriters of such offering. If the managing underwriters of the requested Demand Registration advise the Company and the Investor requesting such Demand Registration that in their opinion the number of Shares proposed to be included in the Demand Registration exceeds the number of Shares which can be sold in such underwritten offering without materially delaying or jeopardizing the success of the offering (including the price per share of the Shares proposed to be sold in such underwritten offering), the Company shall include in such Demand Registration (i) first, the number of Registrable Shares that the Investor proposes to sell, and (ii) second, the number of Shares proposed to be included therein by any other Persons (including Shares to be sold for the account of the Company) allocated among such Persons in such manner as the Company may determine. If the number of Shares which can be sold is less than the number of Shares proposed to be registered pursuant to clause (i) above by the Investor, the amount of Shares to be sold shall be allocated to the Investor.

Priority on Demand Registrations. The Company may include Shares securities other than Registrable Shares Securities in a Demand Registration for any accounts (including for the account of the Company) on the terms provided below; and if such Demand Registration is an underwritten offering, such Shares securities may be included only with the consent of the managing underwriters of such offering. If the managing underwriters of the requested Demand Registration advise the Company and the Investor requesting such Demand Registration Initiating Holder that in their opinion the number of Shares securities proposed to be included in the Demand Registration exceeds the number of Shares securities which can be sold in such underwritten offering without materially delaying or jeopardizing the success of the offering (including the price per share of the any Shares proposed to be sold in such underwritten offering), the Company shall include in such Demand Registration (i) first, the number of Registrable Shares Securities that the Investor Initiating Holder proposes to sell, and (ii) second, the number of Shares securities proposed to be included therein by any other Persons (including Shares securities to be sold for the account of the Company) allocated among such Persons in such manner as the Company may determine. If the number of Shares securities which can be sold is less than the number of Shares securities proposed to be registered pursuant to clause (i) above by the InvestorInitiating Holder, the amount number of Shares securities to be sold shall be allocated to the InvestorInitiating Holder in their entirety.

Priority on Demand Registrations. The Company may include Shares other than Registrable Shares in a Demand Registration for any accounts (including for the account of the Company) on the terms provided below; and below if such Demand Registration is an underwritten offering, such Shares may be included and only with the consent of the managing underwriters of such offering. If the managing underwriters of the requested Demand Registration advise the Company and the Investor requesting Investors participating in such Demand Registration that in their opinion the number of Shares proposed to be included in the Demand Registration exceeds the number of Shares which can be sold in such underwritten offering without materially delaying or jeopardizing otherwise affecting the success of the offering (including the price per share of the Shares proposed to be sold in such underwritten offering), the Company shall include in such Demand Registration (i) first, the number of Registrable Shares that the Investor proposes Investors propose to sell, and (ii) second, unless any additional Shares exceed the amount that the managing underwriter(s) determine can be sold without delaying or otherwise adversely affecting the success of the offering, the number of Shares proposed to be included therein by any other Persons (including Shares to be sold for the account of the Company) allocated among such other Persons in such manner as the Company may determine. If more than one Investor is participating in such Demand Registration, and the number of Shares which can be sold sold, as so determined by the managing underwriters, is less than the number of Shares proposed to be registered pursuant to clause (i) above by the InvestorInvestor(s), then the amount of Registrable Shares to be sold that are included in such Demand Registration shall be allocated to pro rata among the participating Investors on the basis of the number of Registrable Shares owned by each such Investor.

Priority on Demand Registrations. The Company may include Shares Common Stock other than Registrable Shares Securities in a Demand Registration for any accounts (including for the account of the Company) on the terms provided below; and below and, if such Demand Registration is an underwritten offering, such Shares may be included only with the consent of the managing underwriters of such offering. If the managing underwriters of the requested Demand Registration advise the Company and the Investor Stockholder requesting such Demand Registration that in their opinion the number of Shares shares of Common Stock proposed to be included in the Demand Registration exceeds the number of Shares which shares of Common Stock that can be sold in such underwritten offering without materially delaying or jeopardizing the success of the offering (including the price per share of the Shares Common Stock proposed to be sold in such underwritten offering), the Company shall include in such Demand Registration (i) first, the number of shares of Registrable Shares Securities that the Investor Stockholder proposes to sell, and (ii) second, the number of Shares shares of Common Stock proposed to be included therein by any other Persons (including Shares Common Stock to be sold for the account of the Company) allocated among such Persons in such manner as the Company may determine. If the number of Shares which shares of Common Stock that can be sold is less than the number of Shares shares of Common Stock proposed to be registered pursuant to clause (i) above by the InvestorStockholder, the amount of Shares Common Stock to be sold shall be allocated to the InvestorStockholder.

Priority on Demand Registrations. The Company may include Shares other than the Investor’s Registrable Shares in a Demand Registration for any accounts (including for the account of the Company) on the terms provided below; and if such Demand Registration is an underwritten offering, such Shares may be included only with the consent of the managing underwriters of such offering. If the managing underwriters of the requested Demand Registration advise the Company and the Investor requesting such Demand Registration that in their opinion the number of Shares proposed to be included in the Demand Registration exceeds the number of Shares which can be sold in such underwritten offering without materially delaying or jeopardizing the success of the offering (including the price per share of the Shares proposed to be sold in such underwritten offering), the Company shall include in such Demand Registration (i) first, the number of Registrable Shares that the Investor proposes to sell, and (ii) second, the number of Shares proposed to be included therein by any other Persons (including Shares to be sold for the account of the Company) allocated among such Persons in such manner as the Company may determine. If the number of Shares which can be sold is less than the number of Shares proposed to be registered pursuant to clause (i) above by the Investor, the amount of Shares to be sold shall be allocated to the Investor.

Priority on Demand Registrations. The Company may include Shares other than Registrable Shares If in a any Demand Registration for any accounts (including for the account of the Company) on the terms provided below; and if such Demand Registration is an underwritten offeringRegistration, such Shares may be included only with the consent of the managing underwriter or underwriters of such offering. If the managing underwriters of the requested Demand Registration thereof advise the Company and the Investor requesting such Demand Registration in writing that in its or their reasonable opinion the number of Shares securities proposed to be included sold in the such Demand Registration exceeds the number of Shares which that can be sold in such underwritten offering without materially delaying or jeopardizing having a material effect on the success of the offering (including including, without limitation, an impact on the selling price per share or the number of the Shares proposed to be sold in such underwritten offeringsecurities that any participant may sell), the Company shall will include in such registration only the number of securities that, in the reasonable opinion of such underwriter or underwriters (or holders of Registrable Securities, as the case may be) can be sold without having a material adverse effect on the success of the offering as follows: (A) first, the Registrable Securities requested to be included in such Demand Registration (i) first, by the holders of Registrable Securities pro rata among those requesting to be included in such Registration on the basis of the number of Registrable Shares that the Investor proposes securities requested to sellbe included, and (iiB) second, the number of Shares proposed securities requested to be included therein in such Demand Registration by any all other Persons (including Shares to be sold for having registration rights with respect thereto pro rata among those requesting such Registration on the account basis of the Company) allocated among such Persons in such manner as the Company may determine. If the number of Shares which can be sold is less than the number of Shares proposed securities requested to be registered pursuant included, and (C) third, securities to clause (i) above be issued and sold by the Investor, the amount of Shares to be sold shall be allocated to the InvestorCompany.

Priority on Demand Registrations. The If the Company may include Shares other than Registrable Shares proposes to sell any Equity Securities in a Demand Registration for any accounts (including for the account of the Company) on the terms provided below; and if such Demand Registration is an underwritten offering, such Shares may be included only with the consent of the managing underwriters of such offering. If the managing underwriters of the requested Demand Registration advise the Company and the Investor requesting such Demand Registration Board of Directors in writing that in their opinion the total number of Shares proposed shares of Equity Securities (including the Registrable Shares) requested to be included in the Demand Registration exceeds registration would create a substantial risk of materially and adversely affecting the ability of the underwriters to effect such offering, then the Company shall promptly provide the Selling Stockholder with a copy of such opinion and consult with the Selling Stockholder with respect to such opinion, and after such consultation shall include in such registration only such number of Shares shares of Equity Securities (including the Registrable Shares), if any, which the managing underwriters determine can be sold in such underwritten offering without materially delaying or jeopardizing and adversely affecting the success ability of the offering (including the price per share of the Shares proposed underwriters to be sold in execute such underwritten offering), the . The Company shall include in such Demand Registration (i) first, 100% of the number of Registrable Shares Equity Securities that the Investor Company proposes to sell, and sell in such Demand Registration as part of a Permitted Company Offering; (ii) second, 100% of the number Registrable Shares requested to be registered by the Selling Stockholder, or such lesser amount determined by the managing underwriters pursuant to the preceding sentence; and (iii) third, only if all of Shares proposed the Equity Securities referred to in clauses (i) and (ii) have been included, any other Equity Securities requested to be included therein by any other Persons (including Shares to be sold for that the account of the Company) allocated among such Persons in such manner as the Company may determine. If the number of Shares which managing underwriters have determined can be sold is less than the number of Shares proposed to be registered included pursuant to clause (i) above by the Investor, the amount of Shares to be sold shall be allocated to the Investorpreceding sentence.

Priority on Demand Registrations. The Company may include Common Shares other than Registrable Common Shares in a Demand Registration for any accounts (including for the account of the Company) on the terms provided below; below and in Section 2(g) and, if such Demand Registration is an underwritten offering, such Shares may be included only with the consent of the managing underwriters of such offering. If the managing underwriters of the requested Demand Registration advise the Company and the Investor Shareholder requesting such Demand Registration that in their opinion the number of Common Shares proposed to be included in the Demand Registration exceeds the number of Common Shares which can be sold in such underwritten offering without materially delaying or jeopardizing the success of the offering (including the price per share of the Common Shares proposed to be sold in such underwritten offering), the Company shall include in such Demand Registration (i) first, the number of Registrable Common Shares that the Investor Shareholder proposes to sell, and (ii) second, the number of Common Shares proposed to be included therein by any other Persons (including Common Shares to be sold for the account of the Company) allocated among such Persons in such manner as the Company may determine. If the number of Common Shares which can be sold is less than the number of Common Shares proposed to be registered pursuant to clause (i) above by the InvestorShareholder, the amount of Common Shares to be sold shall be allocated to the InvestorShareholder.

Priority on Demand Registrations. The Company may include Shares other than Registrable Shares in a Demand Registration for any accounts (including for the account of the Company) on the terms provided below; and , if such Demand Registration is an underwritten offering, such Shares may be included only with the consent of the managing underwriters underwriter(s) of such offering. If the managing underwriters underwriter(s) of the requested Demand Registration advise the Company and the Investor requesting such Demand Registration that in their opinion the number of Shares proposed to be included in the Demand Registration exceeds the number of Shares which can be sold in such underwritten offering offering, or securities other than Common Shares cannot be sold in the offering, in either case without materially delaying or jeopardizing the success of the offering (including the price per share of the Shares proposed to be sold in such underwritten offering), the Company shall include in such Demand Registration (i) first, the number of Registrable Shares that the Investor O proposes to sell, and (ii) second, the number of Registrable Shares that Investor S and Investor T propose to sell, allocated among such Investors pro rata according to the number of Registrable Shares such Investors request to include in such underwritten offering, and (iii) third, the number of Shares proposed to be included therein by any other Persons (including Shares to be sold for the account of the Company) allocated among such other Persons in such manner as the Company may determine. If the number of Shares which can be so sold is less than the number of Shares proposed to be registered pursuant to clause (i) above by the InvestorInvestor O, the amount of Shares to be sold shall be fully allocated to the Investor.Investor O.

Priority on Demand Registrations. The Company may include Common Shares other than Registrable Common Shares in a Demand Registration for any accounts (including for the account of the Company) on the terms provided below; below and in Section 2(f) and, if such Demand Registration is an underwritten offering, such Shares may be included only with the consent of the managing underwriters of such offering. If the managing underwriters of the requested Demand Registration advise the Company and the Investor Shareholder requesting such Demand Registration that in their opinion the number of Common Shares proposed to be included in the Demand Registration exceeds the number of Common Shares which that can be sold in such underwritten offering without materially delaying or jeopardizing the success of the offering (including the price per share of the Common Shares proposed to be sold in such underwritten offering), the Company shall include in such Demand Registration (i) first, the number of Registrable Common Shares that the Investor Shareholder proposes to sell, and (ii) second, the number of Common Shares proposed to be included therein by any other Persons (including Common Shares to be sold for the account of the Company) allocated among such Persons in such manner as the Company may determine. If the number of Common Shares which that can be sold is less than the number of Common Shares proposed to be registered pursuant to clause (i) above by the InvestorShareholder, the amount of Common Shares to be sold shall be allocated to the InvestorShareholder.

Priority on Demand Registrations. The Company may include Shares securities other than Registrable Shares Securities in a Demand Registration for any accounts (including for the account of the Company) on the terms provided below; and if such Demand Registration is an underwritten offering, such Shares securities may be included only with the consent of the managing underwriters of such offering. If the managing underwriters of the requested Demand Registration advise the Company and the Investor requesting such Demand Registration Initiating Holder that in their opinion the number of Shares securities proposed to be included in the Demand Registration exceeds the number of Shares securities which can be sold in such underwritten offering without materially delaying or jeopardizing the success of the offering (including the price per share of the any Shares proposed to be sold in such underwritten offering), the Company shall include in such Demand Registration (i) first, the number of Registrable Shares Securities that the Investor Initiating Holder proposes to sell, and (ii) second, the number of Shares securities proposed to be included therein by any other Persons (including Shares securities to be sold for the account of the Company) allocated among such Persons in such manner as the Company may determine. If the number of Shares securities which can be sold is less than the number of Shares securities proposed to be registered pursuant to clause (i) above by the InvestorInitiating Holder, the amount number of Shares securities to be sold shall be allocated to the Investor.Initiating Holder in their entirety. ​

Priority on Demand Registrations. The Company may include Shares other than Registrable Shares If, in conjunction with a Registration Statement filed pursuant to a Demand Registration for any accounts (including for the account of the Company) on the terms provided below; and if such Demand Registration Request that is to be conducted as an underwritten offeringUnderwritten Offering, such Shares may be included only with the consent of the managing underwriters of such offering. If the managing underwriters of the requested Demand Registration advise the Company and the Investor requesting such Demand Registration that that, in their opinion opinion, the number of Shares proposed to be included in the Demand Registration Underwritten Offering, including all Registrable Securities and all other Shares proposed to be included in such Underwritten Offering, exceeds the number of Shares which that can be sold in such underwritten offering without materially delaying or materially jeopardizing the success of such offering and/or the number of Shares proposed to be included in such offering (including would adversely affect the price per share of the Shares Registrable Securities proposed to be sold in such underwritten offering)Underwritten Offering, the Company shall include in such Demand Registration offering the number of shares determined to be advisable by the managing underwriter in the following priority: (i) first, all Registrable Securities requested to be included by the Holders on a pro rata basis based on the number of Registrable Shares that the Investor proposes Securities requested to sell, be included in such offering by each Holder and (ii) second, up to the number of Shares proposed to be included therein by any other Persons (including such Shares to be sold for the account of the Company) allocated among such other Persons in such manner as the Company may determine. If the number of Shares which can be sold is less than the number of Shares proposed to be registered pursuant to clause (i) above by the Investor, the amount of Shares to be sold shall be allocated to the Investor.

Priority on Demand Registrations. The Company may include Shares shares other than the Stockholder’s Registrable Shares in a Demand Registration for any accounts (including for the account of the Company) on the terms provided below; and if such Demand Registration is an underwritten offering, such Shares shares may be included only with the consent of the managing underwriters of such offering. If the managing underwriters of the requested Demand Registration advise the Company and the Investor Stockholder requesting such Demand Registration that in their opinion the number of Shares shares proposed to be included in the Demand Registration exceeds the number of Shares shares which can be sold in such underwritten offering without materially delaying or jeopardizing the success of the offering (including the price per share of the Shares shares proposed to be sold in such underwritten offering), the Company shall include in such Demand Registration (i) first, the number of Registrable Shares that the Investor Stockholder proposes to sell, and (ii) second, the number of Shares shares proposed to be included therein by any other Persons (including Shares shares to be sold for the account of the Company) allocated among such Persons in such manner as the Company may determine. If the number of Shares shares which can be sold is less than the number of Shares shares proposed to be registered pursuant to clause (i) above by the InvestorStockholder, the amount of Shares shares to be sold shall be allocated to the InvestorStockholder.

Priority on Demand Registrations. The Company may shall not include Shares other than Registrable Shares in a Demand Registration for any accounts (including for the account of the Company) on the terms provided below; and if Registration. If such Demand Registration is an underwritten offering, such Shares may be included only with the consent of and the managing underwriters of such offering. If the managing underwriters underwriter(s) of the requested Demand Registration advise the Company and the Investor Investor(s) requesting such Demand Registration that in their opinion the number of Shares proposed to be included in the Demand Registration exceeds the number of Shares which can be sold in such underwritten offering offering, or securities other than Common Shares cannot be sold in the offering, in either case without materially delaying or jeopardizing the success of the offering (including the price per share of the Shares proposed to be sold in such underwritten offering), the Company shall include in such Demand Registration (i) first, the number of Registrable Shares that Investor who initiated the Investor demand (the “Demanding Investor”) proposes to sell, and (ii) second, the number of Shares proposed to be included therein by any the other Persons (including Shares to be sold for the account of the Company) allocated among such Persons in such manner as the Company may determineInvestors. If the number of Shares which can be so sold is less than the number of Shares proposed to be registered pursuant to clause (i) above by the Demanding Investor, the amount of Shares to be sold shall be fully allocated to the Demanding Investor.

Priority on Demand Registrations. The Company may include Shares other than Registrable Shares If in any Demand Registration the managing underwriter or underwriters thereof (or in the case of a Demand Registration for any accounts (including for not being underwritten, in the account opinion of the Company) on the terms provided below; and if such Demand Registration is an underwritten offering, such Shares may be included only with the consent holders of a majority of the managing underwriters of such offering. If the managing underwriters of the requested Demand Registration Registrable Securities included therein), advise the Company and the Investor requesting such Demand Registration in writing that in its or their reasonable opinion the number of Shares securities proposed to be included sold in the such Demand Registration exceeds the number of Shares which that can be sold in such underwritten offering without materially delaying or jeopardizing having a material effect on the success of the offering (including including, without limitation, an impact on the selling price per share or the number of the Shares proposed to be sold in such underwritten offeringthat any participant may sell), the Company shall will include in such Demand Registration registration only the number of securities that, in the reasonable opinion of such underwriter or underwriters (or holders of Registrable Securities, as the case may be) can be sold without having a material adverse effect on the success of the offering as follows: (i) first, the Registrable Securities requested to be included in such Demand Registration by the Significant Holders (including the Demanding Group and all other Significant Holders requested to have Shares included in such Demand Registration pursuant to subsection (1) above) pro rata among those requesting registration on the basis of the number of Registrable Shares that the Investor proposes requested to sellbe included, and (ii) second, the number of Shares proposed to be included therein by any other Persons (including Shares to be issued and sold for the account of by the Company) allocated among such Persons in such manner as the Company may determine. If the number of Shares which can be sold is less than the number of Shares proposed to be registered pursuant to clause (i) above by the Investor, the amount of Shares to be sold shall be allocated to the Investor.

Priority on Demand Registrations. The Company may include Shares other than Registrable Shares in a Demand Registration for any accounts (including for the account of the Company) on the terms provided below; and if such Demand Registration is an underwritten offering, such Shares may be included only with the consent of the managing underwriters of such offering. If the managing underwriters of the requested Demand Registration advise the Company and the Investor Investors requesting such Demand Registration that in their opinion the number of Shares proposed to be included in the Demand Registration exceeds the number of Shares which can be sold in such underwritten offering without materially delaying or jeopardizing the success of the offering (including the price per share of the Shares proposed to be sold in such underwritten offering), the Company shall include in such Demand Registration (i) first, the number of Registrable Shares that the Investor proposes Investors propose to sell, and (ii) second, the number of Shares proposed to be included therein by any other Persons (including Shares to be sold for the account of the Company) allocated among such Persons in such manner as the Company may determine. If the number of Shares which can be sold is less than the number of Shares proposed to be registered pursuant to clause (i) above by the InvestorInvestors, the amount number of Shares to be sold shall be allocated to the InvestorInvestors.

Priority on Demand Registrations. The Company may include Shares other than Registrable Shares in a Demand Registration for any accounts (including for the account of the Company) on the terms provided below; and if such Demand Registration is an underwritten offering, such Shares may be included only with the consent of the managing underwriters of such offering. If the managing underwriters of the requested Demand Registration advise the Company and the Investor requesting such Demand Registration that in their opinion the number of Shares proposed to be included in the Demand Registration exceeds the number of Shares which can be sold in such underwritten offering without materially delaying or jeopardizing the success of the offering (including the price per share of the Shares proposed to be sold in such underwritten offering), the Company shall include in such Demand Registration (i) first, the number of Registrable Shares that the Investor proposes to sell, and (ii) second, the number of Shares proposed to be included therein by any other Persons (including Shares to be sold for the account of the Company) allocated among such other Persons in such manner as the Company may determine. If the number of Shares which the managing underwriters advise can be sold is less than the number of Shares proposed to be registered pursuant to clause (i) above by the Investor, the amount of Shares to be sold shall be allocated solely to the Investor.

Priority on Demand Registrations. The If the Demand Registration is an underwritten offering and the managing underwriters advise the Company may include Shares other than in writing that in their opinion the number of Registrable Shares Securities requested to be included exceeds the number of Registrable Securities which, under then current market conditions, can be sold in such offering at the price expected to be obtained for such shares by the Investor or Investors in a Demand Registration for commercially reasonable sale, the Company will include in such registration prior to the inclusion of any accounts (including for securities which are not Registrable Securities owned by the account Investor the number of shares of Investor's shares of Registrable Securities or Restricted Stock requested to be included which in the Company) opinion of such underwriters can be sold, or pro-rata among the Investors based on the terms provided below; and if such Registrable shares owned by them. In the event that the Demand Registration is an underwritten offering, such Shares may and all Registrable Securities which the Investors requested to be included only with in such offering are to be so included, then, to the consent of extent that the managing underwriters of such offering. If the managing underwriters of the requested Demand Registration underwriter shall advise the Company and the Investor requesting Investors that the inclusion of additional shares of Class A Common Stock in such Demand Registration that in their opinion offering will not materially and adversely affect the number price or salability of Shares proposed to be the Registrable Securities being included in such offering, the Demand Registration exceeds Company may include such additional shares in the number of Shares which can be sold in related registration (whether such underwritten offering without materially delaying or jeopardizing the success of the offering (including the price per share of the Shares shares are proposed to be sold in such underwritten offering), by the Company shall include in such Demand Registration (i) first, the number of Registrable Shares that the Investor proposes to sell, and (ii) second, the number of Shares proposed to be included therein or by any other Persons (including Shares to be sold for the account of the Company) allocated among such Persons in such manner as the Company may determine. If the number of Shares which can be sold is less than the number of Shares proposed to be registered pursuant to clause (i) above by the Investor, the amount of Shares to be sold shall be allocated to the Investorshareholders).