Common use of Priority on Primary Registrations Clause in Contracts

Priority on Primary Registrations. If a Piggyback Registration is initiated as an underwritten primary registration on behalf of the Company where the primary use of proceeds does not include the repurchase, redemption, subscription or retirement of capital stock of the Company (a “Stock Repurchase”), and the managing underwriter advises the Company in writing that in its opinion the number of securities requested to be included in such registration exceeds the number of securities that can be sold in such offering without having an adverse effect on such offering, including the price at which such securities can be sold, then the Company shall include in such registration the maximum number of shares that such underwriter advises can be so sold without having such effect, allocated (i) first, to the securities the Company proposes to sell, (ii) second, to the Registrable Common Stock requested to be included therein by Purchaser, and (iii) third, among other securities requested to be included in such registration by other security holders of the Company on such basis as such holders may agree among themselves and the Company.

Priority on Primary Registrations. If a Piggyback Registration is initiated as an underwritten primary registration on behalf of the Company where the primary use of proceeds does not include the repurchase, redemption, subscription or retirement of capital stock of the Company (a “Stock Repurchase”)Company, and the managing underwriter advises underwriters advise the Company in writing that (with a copy to each party hereto requesting registration of Registrable Securities) that, in its opinion their opinion, the number of securities requested to be included in such registration exceeds the number of securities that which can be sold in such offering without having an adverse effect on such adversely affecting the marketability, proposed offering price, timing, distribution method or probability of success of the offering, including the price at which such securities can be sold, then the Company shall will include in such registration the maximum number of shares that such underwriter advises can be so sold without having such effect, allocated (i) first, to the securities that the Company proposes to sell, (ii) second, to the Registrable Common Stock Securities requested to be included therein in such registration, pro rata among the holders thereof on the basis of the number of Registrable Securities owned by Purchasereach such holder, and (iii) third, among other securities requested to be included in such registration by other security pro rata among the holders of such securities on the Company on basis of the number of such basis as other securities owned by each such holders may agree among themselves and the Companyholder.

Priority on Primary Registrations. If a Piggyback Registration is initiated as an underwritten primary registration on behalf of the Company where the primary use of proceeds does not include the repurchase, redemption, subscription or retirement of capital stock of the Company (a “Stock Repurchase”)Company, and the managing underwriter advises the Company in writing that in its opinion the number of securities requested to be included in such registration exceeds the number of securities that which can be sold in an orderly manner in such offering without having an adverse effect on such offeringwithin a price range acceptable to the Company, including the price at which such securities can be sold, then the Company shall include in such registration the maximum number of shares that such underwriter advises can be so sold without having such effect, allocated (i) first, to the securities the Company proposes to sell, (ii) second, to the Registrable Common Stock Securities requested to be included therein in such registration to the extent that the number of shares to be registered will not, in the opinion of the managing underwriter, adversely affect the offering of the securities pursuant to clause (i), pro rata among the Holders of such Registrable Securities on the basis of the number of shares owned by Purchaser, such Holder and (iii) third, among provided that all Registrable Securities requested to be included in the registration statement have been so included, any other securities requested to be included in such registration by other security holders of the Company on such basis as such holders may agree among themselves and the Companyregistration.

Priority on Primary Registrations. If a Piggyback Registration is initiated as an underwritten primary registration on behalf of the Company where the primary use of proceeds does not include the repurchase, redemption, subscription or retirement of capital stock of the Company (a “Stock Repurchase”)Company, and the managing underwriter advises underwriters advise the Company in writing that in its their opinion the number of securities requested to be included in such registration exceeds the number of securities that which can be sold in such offering without having an adverse effect on such adversely affecting the marketability of the offering, including the price at which such securities can be sold, then the Company shall include in such registration the maximum number of shares that such underwriter advises can be so sold without having such effect, allocated registration: (i) first, to the securities the Company proposes to sell, ; (ii) second, the securities requested to be included in such registration by the Registrable Common Stock Holder, pro rata with all other common stockholders with Piggyback Registration rights on the basis of the number of shares requested to be included therein by Purchaser, each such holder; and (iii) third, among other securities requested to be included in such registration by other security pro rata among the holders thereof on the basis of the Company on such basis as such holders may agree among themselves and the Companynumber of shares requested to be included therein.

Priority on Primary Registrations. If a Piggyback Registration is initiated as an underwritten primary registration offering on behalf of the Company where the primary use of proceeds does not include the repurchase, redemption, subscription or retirement of capital stock of the Company (a “Stock Repurchase”), and the managing underwriter advises Managing Underwriter(s) advise the Company in writing that in its their opinion the number of Equity Securities requested to be included in the registration creates a substantial risk that the price per share of the primary securities will be reduced or that the amount of the primary securities intended to be included on behalf of the Company will be reduced, then the Managing Underwriter(s) and the Company may exclude securities (including Registrable Securities) from the registration and the underwriting, and the number of securities that may be included in such registration and underwriting shall include: (1) first, any Equity Securities that the Company proposes to sell; and (2) second, to the extent that the number of securities does not exceed the Underwriters’ limitation under clause (1), any other securities, if any, requested to be included in such registration exceeds the number of securities that can be sold in such offering without having an adverse effect on such offering, including the price at which such securities can be sold, then the Company shall include in such registration the maximum number of shares that such underwriter advises can be so sold without having such effect, allocated (i) first, to the securities the Company proposes to sell, (ii) second, to the Registrable Common Stock requested to be included therein by Purchaserallocated pro rata among the holders thereof, and or in the case of clause (iii) third2), among such other securities requested formulation as to be included in such registration by other security holders comply with each of the Company on such basis as such holders may agree among themselves and the CompanyRights Agreements.

Priority on Primary Registrations. If a Piggyback Registration is initiated as an underwritten primary registration on behalf of the Company where the primary use of proceeds does not include the repurchase, redemption, subscription or retirement of capital stock of the Company (a “Stock Repurchase”)Company, and the managing underwriter advises underwriters advise the Company in writing that in its their opinion the number of securities requested to be included in such registration exceeds the number of securities that which can be sold in such offering without having an adverse effect on and/or that the number of shares of Registrable Common Shares proposed to be included in any such registration would adversely affect the price per share of the Company’s equity securities to be sold in such offering, including the price at which such securities can be sold, then the Company shall include in such registration the maximum number of shares that such underwriter advises can be so sold without having such effect, allocated (i) first, to the securities the Company proposes to sell, (ii) second, to the Registrable Common Stock Shares requested to be included therein by Purchaserthe Holders, pro rata among the Holders of such Registrable Common Shares on the basis of the number of shares requested to be registered by such Holders, and (iii) third, among other securities requested to be included in such registration by other security pro rata among the holders of such securities on the Company on basis of the number of shares requested to be registered by such basis holders or as such holders may agree among themselves and the Companyotherwise agree.

Priority on Primary Registrations. If a Piggyback Registration is initiated as an underwritten primary registration on behalf of the Company where the primary use of proceeds does not include the repurchase, redemption, subscription acquisition or retirement of share capital stock of the Company (a “Stock Share Repurchase”), and the managing underwriter advises the Company in writing that in its opinion the number of securities requested to be included in such registration exceeds the number of securities that can be sold in such offering without having an adverse effect on such offering, including the price at which such securities can be sold, then the Company shall include in such registration the maximum number of shares that such underwriter advises can be so sold without having such effect, allocated (i) first, to the securities the Company proposes to sell, (ii) second, to the Registrable Common Stock Company Shares requested to be included therein by Purchaser, the Shareholders (pro rata based on the number of Company Shares requested to be registered) and (iii) third, among other securities requested to be included in such registration by other security holders of the Company on such basis as such holders may agree among themselves and the Company.

Priority on Primary Registrations. If a Piggyback Registration is initiated as an underwritten primary registration on behalf of the Company where the primary use of proceeds does not include the repurchase, redemption, subscription or retirement of capital stock of the Company (a “Stock Repurchase”)Company, and the managing underwriter advises underwriters advise the Company in writing that in its their opinion the number of securities requested to be included in such registration exceeds the number of securities that which can be sold in an orderly manner in such offering within a price range acceptable to the Company, and without having an adverse effect on such adversely affecting the marketability of the offering, including the price at which such securities can be sold, then the Company shall include in such registration the maximum number of shares that such underwriter advises can be so sold without having such effect, allocated (i) first, to the securities the Company proposes to sell, (ii) second, to the Registrable Common Stock Securities requested to be included therein in such registration, pro rata among the holders of such Registrable Securities on the basis of the number of shares owned by Purchaser, each such holder and (iii) third, among other securities requested to be included in such registration registration, in such a manner as the Company may determine; provided, that Registrable Securities held by other security holders employees of the Company on shall be included in such basis as Piggyback Registration only if, and only to the extent that, the managing underwriters advise the Company in writing that in their opinion such holders may agree among themselves and Registrable Securities can be sold therein without adversely affecting the Companymarketability of such offering.

Priority on Primary Registrations. If a Piggyback Piggy-Back Registration is initiated as an underwritten primary registration on behalf of the Company where the primary use of proceeds does not Company, which shall include the repurchase, redemption, subscription or retirement of capital stock of the Company (a “Stock Repurchase”)Initial Offering, and the managing underwriter Underwriter advises the Company in writing that in its reasonable opinion the number of equity securities requested to be included in such registration exceeds the number of securities that can be sold in such offering without having an adverse effect on such offering, including the price at which such equity securities can be sold, then the Company shall include in such registration the maximum number of shares that such underwriter Underwriter advises can be so sold without having such adverse effect, allocated (i) first, to the equity securities the Company proposes to sell, (ii) second, to the Registrable Common Stock shares requested to be included therein by PurchaserHolder in such Piggy-Back Registration, and (iii) third, among other securities requested to be included in such registration by other security holders of the Company Company, pro rata among such holder(s) on the basis of the percentage of the then outstanding shares requested to be registered by them or on such basis as such holders holder(s) may agree among themselves and the Company.

Priority on Primary Registrations. If a Piggyback Registration is initiated as an underwritten primary registration on behalf of the Company where the primary use of proceeds does not include the repurchase, redemption, subscription or retirement of capital stock of the Company (a “Stock Repurchase”)Company, and the managing underwriter advises underwriters advise the Company in writing that in its their opinion the number of securities requested to be included in such registration exceeds the number of securities that which can be sold in such offering without having an adverse effect on such adversely affecting the marketability of the offering, including the price at which such securities can be sold, then the Company shall include in such registration the maximum number of shares that such underwriter advises can be so sold without having such effect, allocated (i) first, to the securities the Company proposes to sell, (ii) second, to the Registrable Common Stock requested to be included therein by Purchaser, and (iii) third, among other securities requested to be included in such registration by persons who have demand registration rights with the Company, (iii) third, the Registrable Securities requested to be included in such registration and other security securities requested to be included in such registration pursuant to contractual obligations with the Company, pro rata among the holders of such Registrable Securities and other securities on the Company on basis of the number of shares owned by each such basis as holder, and (iv) fourth, other securities requested to be included in such holders may agree among themselves and the Companyregistration.

Priority on Primary Registrations. If a Piggyback Registration is initiated as an underwritten primary registration on behalf of the Company where the primary use of proceeds does not include the repurchase, redemption, subscription or retirement of capital stock of the Company (a “Stock Repurchase”)Company, and the managing underwriter advises underwriters advise the Company in writing that that, in its opinion their opinion, the number of securities requested to be included in such registration exceeds the number of securities that which can be sold in such offering therein without having an adverse effect on such adversely affecting the marketability of the offering, including the price at which such securities can be sold, then the Company shall include in such registration the maximum number of shares that such underwriter advises can be so sold without having such effect, allocated (i) first, to the securities the Company proposes to sell, (ii) second, to the Registrable Common Stock Securities requested to be included therein in such registration, pro rata among such holders on the basis of the number of Registrable Securities held by Purchaser, each such holder and (iii) third, among the other securities requested to be included in such registration by other security pro rata among the holders of such securities on the Company on basis of the number of such basis as securities held by each such holders may agree among themselves and the Companyholder.

Priority on Primary Registrations. If a Piggyback Registration is initiated as an underwritten primary registration on behalf of the Company where the primary use of proceeds does not include the repurchase, redemption, subscription or retirement of capital stock of the Company (a “Stock Repurchase”)Company, and the managing underwriter advises underwriters advise the Company in writing that in its their opinion the number of securities requested to be included in such registration exceeds the number of securities that can be sold in such offering without having adversely affecting such underwriters' ability to effect an adverse effect on orderly distribution of such offeringsecurities, including the price at which such securities can be sold, then the Company shall will include in such registration the maximum number of shares that such underwriter advises can be so sold without having such effect, allocated (i) registration: first, to the securities the Company proposes to sell, (ii) ; second, to the Registrable Common Stock Securities requested to be included therein in such registration, pro rata among the holders of such securities on the basis of the number of shares of Common Stock (or equivalents) represented by Purchaserthe Registrable Securities owned by the holders thereof and requested to be registered, but in no event in an offering following the Company's initial public offering shall the number of Registrable Securities included in such registration be less than 30% of the total of all securities included in such registration; and (iii) third, among other securities requested to be included in such registration by other security holders of the Company on such basis as such holders may agree among themselves and the Companyregistration.

Priority on Primary Registrations. If a Piggyback Registration is initiated as an underwritten primary registration on behalf of the Company where the primary use of proceeds does not include the repurchase, redemption, subscription or retirement of capital stock of the Company (a “Stock Repurchase”)Company, and the managing underwriter advises underwriters advise the Company in writing that in its their opinion the number of securities requested to be 3 4 included in such registration exceeds the number of securities that which can be sold in such offering without having an adverse effect on such adversely affecting the marketability of the offering, including the price at which such securities can be sold, then the Company shall include in such registration the maximum number of shares that such underwriter advises can be so sold without having such effect, allocated (i) first, to the securities the Company proposes to sell, (ii) second, to the Registrable Common Stock Securities requested to be included therein in such registration, pro rata among the holders of such Registrable Securities on the basis of the number of shares owned by Purchasereach such holder (provided that at any time after one year following a public offering of the Company's Common Stock, the Commonwealth Group may request that its shares of the Company's Common Stock be included in such registration pro rata with the Registrable Securities), and (iii) third, among other securities requested to be included in such registration by other security holders pursuant to registration rights granted prior to the date of the Company on such basis as such holders may agree among themselves and the Companythis Agreement.

Priority on Primary Registrations. If a Piggyback Registration is initiated as an underwritten primary registration on behalf of the Company where the primary use of proceeds does not include the repurchase, redemption, subscription or retirement of capital stock of the Company (a “Stock Repurchase”), and the managing underwriter advises the Company in writing that in its opinion the number of securities requested to be included in such registration exceeds the number of securities that can be sold in such offering without having an adverse effect on such offering, including the price at which such securities can be sold, then the Company shall include in such registration the maximum number of shares that such underwriter advises can be so sold without having such effect, allocated (i) first, to the securities the Company proposes to sell, (ii) second, to the Registrable Common Stock requested to be included therein by PurchaserInvestor, and (iii) third, among other securities requested to be included in such registration by other security holders of the Company on such basis as such holders may agree among themselves and the Company.

Priority on Primary Registrations. If a Piggyback Registration is initiated as an underwritten primary registration offering on behalf of the Company where the primary use of proceeds does not include the repurchase, redemption, subscription redemption or retirement of capital stock shares of the Company (a “Stock Repurchase”), and the managing underwriter advises the Company in writing that in its opinion the number of securities requested to be included in such registration offering exceeds the number of securities that can be sold in such offering without having an adverse effect on such offering, including the price at which such securities can be sold, then the Company shall include in such registration offering the maximum number of shares that such underwriter advises can be so sold without having such effect, allocated (i) first, to the securities the Company proposes to sell, (ii) second, to the Registrable Common Stock Ordinary Shares requested to be included therein by Purchaserthe Investor, and (iii) third, among other securities requested to be included in such registration by other security holders of the Company on such basis as such holders may agree among themselves and the Company.

Priority on Primary Registrations. If a Piggyback Registration is initiated as an underwritten primary registration on behalf of the Company where the primary use of proceeds does not include the repurchase, redemption, subscription acquisition or retirement of capital stock of the Company (a “Stock Share Repurchase”), and the managing underwriter advises the Company in writing that in its opinion the number of securities requested to be included in such registration exceeds the number of securities that can be sold in such offering without having an adverse effect on such offering, including the price at which such securities can be sold, then the Company shall include in such registration the maximum number of shares that such underwriter advises can be so sold without having such effect, allocated (i) first, to the securities the Company proposes to sell, (ii) second, to the Registrable Common Stock Company Shares requested to be included therein by Purchaser, the Shareholders (pro rata based on the number of Company Shares requested to be registered) and (iii) third, among other securities requested to be included in such registration by other security holders of the Company on such basis as such holders may agree among themselves and the Company.

Priority on Primary Registrations. If a Piggyback Registration is initiated as an underwritten primary registration on behalf of the Company where the primary use of proceeds does not include the repurchase, redemption, subscription acquisition or retirement of capital stock of the Company (a “"Stock Repurchase”"), and the managing underwriter advises the Company in writing that in its opinion the number of securities requested to be included in such registration exceeds the number of securities that can be sold in such offering without having an adverse effect on such offering, including the price at which such securities can be sold, then the Company shall include in such registration the maximum number of shares that such underwriter advises can be so sold without having such effect, allocated (i) first, to the securities the Company proposes to sell, (ii) second, to the Registrable Common Stock Securities requested to be included therein by Purchaserthe Investor, and (iii) third, among other securities requested to be included in such registration by other security holders of the Company on such basis as such holders may agree among themselves and the Company.

Priority on Primary Registrations. If a Piggyback Registration is initiated as an underwritten primary registration on behalf of the Company where the primary use of proceeds does not include the repurchase, redemption, subscription acquisition or retirement of capital stock of the Company (a “Stock Repurchase”), and the managing underwriter advises the Company in writing that in its opinion the number of securities requested to be included in such registration exceeds the number of securities that can be sold in such offering without having an adverse effect on such offering, including the price at which such securities can be sold, then the Company shall include in such registration the maximum number of shares that such underwriter advises can be so sold without having such effect, allocated (i) first, to the securities the Company proposes to sell, (ii) second, to the Registrable Common Stock requested to be included therein by Purchaserthe Stockholder, and (iii) third, among other securities requested to be included in such registration by other security holders of the Company on such basis as such holders may agree among themselves and the Company.