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”), and the managing underwriter underwriter(s) 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 such offering without having an adverse effect on adversely affecting the marketability of such 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 registration: (ia) first, to the securities the Company proposes to sell, (iib) second, to the Registrable Common Stock Securities and HOVRS Registrable Securities requested to be included therein by Purchaserin such registration, pro rata (based on the number of shares requested to be registered) among the holders of such Registrable Securities and HOVRS Registrable Securities, and (iiic) third, among but only if all of the Registrable Securities and HOVRS Registrable Securities requested to be included in such registration are included in such registration, the other securities requested to be included in the such registration in the manner determined by other security holders of the Company on and such basis as such holders may agree among themselves and the Companyshareholders.

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 on a secondary basis in such registration exceeds the number of securities that which can be sold in such offering without having an adverse effect on adversely affecting the marketability of such offeringprimary or secondary offering (the “Company Offering Quantity”), including the price at which such securities can be sold, then the Company shall will include in such registration securities in the maximum number of shares that such underwriter advises can be so sold without having such effect, allocated following priority: (i) first, to the Company will include the securities the Company proposes to sell, ; and (ii) second, to the Registrable Common Stock Company will include all Registerable Securities requested to be included therein by Purchaserany holders thereof, and (iii) third, among other if the number of such holders’ securities requested to be included in exceeds the Company Offering Quantity, then the Company shall include only each such registration by other security holders requesting holder’s pro rata share of the Company on such basis as such holders may agree among themselves and Offering Quantity (remaining after sales by the Company), based on the amount of securities held by such holder.

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 underwriter(s) advise(s) the Company in writing that in its or their opinion the number of securities requested to be included in such registration exceeds the largest number of securities that can be sold in such offering without having and/or that the number of Registrable Securities proposed to be included in any such registration would have an adverse effect on such the offering, including the price per share at which such the Company’s equity securities can be soldsold in such offering, 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 Holders, pro rata among the Holders of such Registrable Securities on the basis of the number of Registrable Securities 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 otherwise agree among themselves and the Companyin writing.

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”)Issuer, and the managing underwriter advises underwriters advise the Company Issuer 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 an orderly manner in such offering without having an adverse effect on such offeringwithin a price range acceptable to the Issuer, including the price at which such securities can be sold, then the Company shall Issuer 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 Issuer 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 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 Stockholders, 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 (with a copy to each party hereto requesting registration of Registrable Securities) 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 adversely affecting the marketability of such 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 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 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 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 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 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 Investor Registrable Common Stock Securities requested to be included therein in such registration, pro rata among the holders of such Investor Registrable Securities on the basis of the number of shares owned by Purchasereach such holder, and (iii) third, the Founder Registrable Securities requested to be included in such registration, pro rata among the holders of such Founder Registrable Securities on the basis of the number of shares owned by each such holder, and (iv) fourth, 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 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 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 under this Section 2) 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”)Pubco, and the managing underwriter advises the Company underwriters advise Pubco 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, proposed offering price, timing or method of distribution of the offering, including the price at which such securities can be sold, then the Company Pubco 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 Pubco proposes to sell, (ii) second, to the Registrable Common Stock requested securities required to be included therein by Purchaserin such registration pursuant to the Existing Registration Rights Agreement, and (iii) third, the Registrable Securities requested to be included in such registration by the Investors which, in the opinion of such underwriters, can be sold, without any such adverse effect (pro rata among the holders of such Registrable Securities on the basis of the number of Registrable Securities owned by each such holder), and (iv) fourth, other securities requested to be included in such registration by other security holders which, in the opinion of the Company on such basis as underwriters, can be sold, without any such holders may agree among themselves and the Companyadverse effect.

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.

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 or retirement of capital stock of the Company (a “Stock Repurchase”)Company, and the managing underwriter advises underwriter(s) 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 adversely affecting the marketability of such 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 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”)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 Securities requested to be included therein in such registration, pro rata among the Investors on the basis of the number of Registrable Securities held by Purchasersuch Investors to the extent such Investors requested in writing that such Registrable Securities be registered in such Piggyback Registration by each Investor, and (iii) third, among other securities requested to be included in such registration by other security holders of (to the Company extent permitted hereby) on such basis as such holders the Board of Directors of the Company may agree among themselves and the Companyapprove.

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 adversely affecting the marketability, proposed offering price, timing, distribution method or probability of success of such 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 a --------------------------------- 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 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 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 Securities requested to be included in such registration by other security the Warrant Holders, pro rata based on the respective number of shares requested to be included by the holders of the Company on Registrable Securities; and (iii) third, all other Common Stock requested to be included in such basis as such holders may agree among themselves and registration by all other Persons granted registration rights by the Company, pro rata based on the respective number of shares requested to be included by all such Persons.

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 on a secondary basis in such registration exceeds the number of securities that which can be sold in such offering without having an adverse effect on adversely affecting the marketability of such offeringprimary or secondary offering (the “Company Offering Quantity”), including the price at which such securities can be sold, then the Company shall will include in such registration securities in the maximum number of shares that such underwriter advises can be so sold without having such effect, allocated following priority: (i) first, to the Company will include the securities the Company proposes to sell, ; and (ii) second, to the Company will include all Registrable Common Stock Securities requested to be included therein by Purchaserany holders thereof, and (iii) third, among other if the number of such holders’ securities requested to be included in exceeds the Company Offering Quantity, then the Company shall include only each such registration by other security holders requesting holder’s pro rata share of the Company on such basis as such holders may agree among themselves and Offering Quantity (remaining after sales by the Company), based on the amount of securities held by such holder.

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 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 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 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 the Company proposes to sell, (ii) second, to the Conversion Registrable Common Stock Securities requested to be included therein in such registration, pro rata among the holders of such Conversion Registrable Securities on the basis of the number of shares owned by Purchasersuch holders, and (iii) third, the Executive Registrable Securities requested to be included in such registration, pro rata among the holders of such Executive Registrable Securities on the basis of the number of shares owned by such holders, and (iv) fourth, 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 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 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 Priority Registrable Common Stock Securities requested to be included therein in such registration, pro rata among the holders of such Priority Registrable Securities on the basis of the number of shares owned by Purchasereach such holder, and (iii) third, the Executive Registrable Securities requested to be included in such registration, pro rata among the holders of such Executive Registrable Securities on the basis of the number of shares owned by each such holder, and (iv) fourth, 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 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.

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 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 required 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 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 the Company proposes to sell, (ii) second, to any securities with registration rights having priority over those of the Registrable Common Stock Shares as to which the holders have requested to be included therein by Purchaserregistration, and (iii) third, the Registrable Shares requested to be included in such registration and other securities as to which the holders have similar registration rights and have requested similar registration, pro rata among the holders of such Registrable Shares and other securities on the basis of the number of shares owned by each such holder, and (iv) fourth, 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 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 securityholders of the Company on such basis as such holders may agree among themselves and the Company.