Common use of Allocation of Securities Included in Registration Statement Clause in Contracts

Allocation of Securities Included in Registration Statement. In the case of a registration pursuant to Section 2.2, if the Company's managing underwriter shall advise the Company and the Holders in writing that the inclusion in any registration pursuant hereto of some or all of (a) the Registrable Securities sought to be registered by the Holders, and (b) the Company Securities sought to be registered creates a substantial risk that the proceeds or price per unit that will be derived from such registration will be reduced or that the number of securities to be registered is too large a number to be reasonably sold, (i) first, the number of Company Securities (or securities of other Persons exercising "demand rights") sought to be registered shall be included in such registration, and (ii) next, the number of Registrable Securities and other securities of holders exercising "piggyback rights" shall be included in such registration to the extent permitted by the Company's managing underwriter (if the offering is underwritten) with the number of Registrable Securities and such other securities being registered being on a pro rata basis based on the number of securities the participating Holders and each such other holder desire to have registered; provided, however, that, if any participating Holder would be required pursuant to the provisions of this Section 7 to reduce the number of Registrable Securities that it may include in such registration, such participating Holder may withdraw all or any portion of its Registrable Securities from such registration.

Allocation of Securities Included in Registration Statement. In the case of a registration pursuant to Section 2.27 for the Company’s account, if the Company's ’s managing underwriter shall advise the Company and the Holders Investor in writing that the inclusion in any registration pursuant hereto of some or all of (a) the Registrable Securities sought to be registered by the HoldersInvestor and securities offered by other holders, and (b) the Company Securities Company’s securities sought to be registered creates a substantial risk that the proceeds or price per unit that will be derived from such registration will be reduced or that the number of securities to be registered is too large a number to be reasonably sold, (i) first, the number of Company Securities (or securities of other Persons exercising "demand rights") sought to be registered shall be included in such registration, and (ii) next, the number of Registrable Securities offered by the Investor and securities offered by other securities of holders exercising "piggyback rights" shall be included in such registration to the extent permitted by the Company's ’s managing underwriter (if the offering is underwritten) with the number of Registrable Securities and such other securities being registered being determined on a pro pro-rata basis based on the number of Registered Securities and securities the participating Holders and each such other holder holders including the Investor desire to have registered; provided, however, that, if any participating Holder Investor would be required pursuant to the provisions of this Section 7 to reduce the number of Registrable Securities that it he may include in such registration, such participating Holder the Investor may withdraw all or any portion of its Registrable Securities from such registrationregistration and may resume selling shares under the registration statement (assuming it is effective) referred to in Section 2 after the 90-day lock-up period.

Allocation of Securities Included in Registration Statement. In the case of a registration pursuant to Section 2.27 for the Company’s account, if the Company's ’s managing underwriter shall advise the Company and the Holders Investor in writing that the inclusion in any registration pursuant hereto of some or all of (a) the Registrable Securities sought to be registered by the HoldersInvestor and securities offered by other holders, and (b) the Company Securities Company’s securities sought to be registered creates a substantial risk that the proceeds or price per unit that will be derived from such registration will be reduced or that the number of securities to be registered is too large a number to be reasonably sold, (i) first, the number of Company Securities (or securities of other Persons exercising "demand rights") sought to be registered shall be included in such registration, and (ii) next, the number of Registrable Securities offered by the Investor and securities offered by other securities of holders exercising "piggyback rights" shall be included in such registration to the extent permitted by the Company's ’s managing underwriter (if the offering is underwritten) with the number of Registrable Securities and such other securities being registered being determined on a pro pro-rata basis based on the number of Registrable Securities and securities the participating Holders and each such other holder holders including the Investor desire to have registered; provided, however, that, if any participating Holder the Investor would be required pursuant to the provisions of this Section 7 to reduce the number of Registrable Securities that it he may include in such registration, such participating Holder the Investor may withdraw all or any portion of its Registrable Securities from such registrationregistration and may resume selling shares under the Registration Statement (assuming it is effective) referred to in Section 2 after the 90-day lock-up period.

Allocation of Securities Included in Registration Statement. In the case of a registration pursuant to Section 2.2, if the Company's managing underwriter shall advise the Company and the Holders Holder in writing that the inclusion in any registration pursuant hereto of some or all of (a) the Registrable Securities sought to be registered by the HoldersHolder, and (b) the Company Securities sought to be registered creates a substantial risk that the proceeds or price per unit that will be derived from such registration will be reduced or that the number of securities to be registered is too large a number to be reasonably sold, (i) first, the number of Company Securities (or securities of other Persons exercising "demand rights") sought to be registered shall be included in such registration, and (ii) next, the number of Registrable Securities and other securities of holders exercising "piggyback rights" shall be included in such registration to the extent permitted by the Company's managing underwriter (if the offering is underwritten) with the number of Registrable Securities and such other securities being registered being on a pro rata basis based on the number of securities the participating Holders Holder and each such other holder with "piggyback rights" desire to have registered; provided, however, that, if any participating Holder would be required pursuant to the provisions of C-7 this Section 7 to reduce the number of Registrable Securities that it may include in such registration, such participating Holder may withdraw all or any portion of its Registrable Securities from such registration.

Allocation of Securities Included in Registration Statement. In the case of a registration pursuant to Section 2.27 for the Company’s account, if the Company's ’s managing underwriter shall advise the Company and the Holders Investors in writing that the inclusion in any registration pursuant hereto of some or all of (a) the Registrable Securities sought to be registered by the HoldersInvestors and securities offered by other holders, and (b) the Company Securities Company’s securities sought to be registered creates a substantial risk that the proceeds or price per unit that will be derived from such registration will be reduced or that the number of securities to be registered is too large a number to be reasonably sold, (i) first, the number of Company Securities (or securities of other Persons exercising "demand rights") sought to be registered shall be included in such registration, and (ii) next, the number of Registrable Securities offered by the Investors and securities offered by other securities of holders exercising "piggyback rights" shall be included in such registration to the extent permitted by the Company's ’s managing underwriter (if the offering is underwritten) with the number of Registrable Securities and such other securities being registered being determined on a pro pro-rata basis based on the number of registered securities and securities the participating Holders and each such other holder holders including the Investors desire to have registered; provided, however, that, if any participating Holder Investor would be required pursuant to the provisions of this Section 7 to reduce the number of Registrable Securities that it may include in such registration, such participating Holder Investor may withdraw all or any portion of its Registrable Securities from such registrationregistration and may resume selling shares under the registration statement (assuming it is effective) referred to in Section 2 after the 90-day lock-up period.

Allocation of Securities Included in Registration Statement. In the case of a registration pursuant to Section 2.22, if the Company's managing underwriter shall advise the Company and the Holders Holder and other holders of registrable securities in writing that the inclusion in any registration pursuant hereto of some or all of (a) the Registrable Securities sought to be registered by the HoldersHolder and other holders, and (b) the Company Securities sought to be registered creates a substantial risk that the proceeds or price per unit that will be derived from such registration will be reduced or that the number of securities to be registered is too large a number to be reasonably sold, (i) first, the number of Company Securities (or securities of other Persons exercising "demand rights") sought to be registered shall be included in such registration, and (ii) next, the number of Registrable Securities and other securities of holders exercising "piggyback rights" shall be included in such registration to the extent permitted by the Company's managing underwriter (if the offering is underwritten) with the number of Registrable Securities and such other securities being registered being on a pro pro-rata basis based on the number of securities the participating Holders Holder and each such other holder desire to have registered; provided, however, that, if any participating the Holder would be required pursuant to the provisions of this Section 7 to reduce the number of Registrable Securities that it may include in such registration, such participating the Holder may withdraw all or any portion of its Registrable Securities from such registration.

Allocation of Securities Included in Registration Statement. In the case of a registration pursuant to Section 2.27 for the Company’s account, if the Company's ’s managing underwriter shall advise the Company and the Holders Investor in writing that the inclusion in any registration pursuant hereto of some or all of (a) the Registrable Securities sought permitted to be registered by the HoldersInvestor and securities offered by other stockholders, and (b) the Company Securities Company’s securities sought to be registered creates a substantial risk that the proceeds or price per unit that will be derived from such registration will be reduced or that the number of securities to be registered is too large a number to be reasonably sold, (i) first, the number of Company Securities (or securities of other Persons exercising "demand rights") sought to be registered shall be included in such registration, and (ii) next, the number of Registrable Securities and other securities of holders exercising "piggyback rights" offered by the 2019 Investors shall be included in such registration , and (iii) next, the number of Registrable Securities offered by (x) the Trupet Members, (y) purchasers in the Company’s December 2018 private placement and (z) the former shareholders of Bona Vida, Inc. shall be included in such registration statement, with each group of investors in clauses (x), (y) and (z) permitted to register one-third of any permissible sum (with each Trupet Member allowed to include up to his Pro Rata Share) to the extent permitted by the Company's ’s managing underwriter (if the offering is underwritten) with the number of Registrable Securities and such other securities being registered being on a pro rata basis based on the number of securities the participating Holders and each such other holder desire to have registeredunderwriter; provided, however, that, if any participating Holder the Investor would be required pursuant to the provisions of this Section 7 8 to reduce the number of Registrable Securities that it may include in such registration, such participating Holder the Investor may withdraw all or any portion of its Registrable Securities from such registrationregistration statement and may resume selling shares under the registration statement (assuming it is effective) referred to in Section 7 after the 90-day lock-up period.

Allocation of Securities Included in Registration Statement. In the case of a registration pursuant to Section 2.2, if If the Company's ’s managing underwriter shall advise the Company and the Holders Holder in writing that the inclusion in any registration pursuant hereto of some or all of (a) the Registrable Securities Warrant Shares sought to be registered by the Holders, and (b) the Company Securities sought to be registered Holder creates a substantial risk that the proceeds or price per unit that will be derived from such registration will be reduced or that the number of securities to be registered is too large a number to be reasonably sold, (i) first, the number of Company Securities (or securities shares of other Persons exercising "demand rights") Common Stock sought to be registered sold by the Company or other holders exercising “demand rights” shall be included in such registration, and (ii) next, the number of Registrable Securities Warrant Shares and other securities shares of Common Stock of other holders exercising "“piggyback rights" ” shall be included in such registration to the extent permitted by the Company's ’s managing underwriter (if the offering is underwritten) with the number of Registrable Securities and such other securities being registered being to be allocated on a pro rata basis based on the number of securities Warrant Shares Holder,and the participating Holders and number of shares of Common Stock each such other holder holder, desire to have registered; provided, however, that, if any participating the Holder would be required pursuant to the provisions of this Section 7 to reduce the number of Registrable Securities Warrant Shares that it may include in such registration, such participating the Holder may withdraw all or any portion of its Registrable Securities Warrant Shares from such registration whereupon the provisions of Section 2(c) hereof shall not apply to said registration.

Allocation of Securities Included in Registration Statement. In the case of a registration pursuant to Section 2.27 for the Company’s account, if the Company's ’s managing underwriter shall advise the Company and the Holders Investor in writing that the inclusion in any registration pursuant hereto of some or all of (a) the Registrable Securities sought permitted to be registered by the HoldersInvestor and securities offered by other stockholders, and (b) the Company Securities Company’s securities sought to be registered creates a substantial risk that the proceeds or price per unit that will be derived from such registration will be reduced or that the number of securities to be registered is too large a number to be reasonably sold, (i) first, the number of Company Securities (or securities of other Persons exercising "demand rights") sought to be registered shall be included in such registration, and (ii) next, the number of Registrable Securities offered by the 2019 Investors shall be included in such registration, and (iii) next, the number of Registrable Securities offered by (x) the Bona Vida Shareholders, (y) purchasers in the Company’s December 2018 private placement and (z) the former members of Trupet LLC (other securities of holders exercising "piggyback rights" than the Company) shall be included in such registration statement, with each group of investors in clauses (x), (y) and (z) permitted to register one-third of any permissible sum (with each Bona Vida Shareholder allowed to include up to his Pro Rata Share) to the extent permitted by the Company's ’s managing underwriter (if the offering is underwritten) with the number of Registrable Securities and such other securities being registered being on a pro rata basis based on the number of securities the participating Holders and each such other holder desire to have registeredunderwriter; provided, however, that, if any participating Holder the Investor would be required pursuant to the provisions of this Section 7 8 to reduce the number of Registrable Securities that it may include in such registration, such participating Holder the Investor may withdraw all or any portion of its Registrable Securities from such registrationregistration statement and may resume selling shares under the registration statement (assuming it is effective) referred to in Section 7 after the 90-day lock-up period.

Allocation of Securities Included in Registration Statement. In the case of a registration pursuant to Section 2.2, if If the Company's managing underwriter shall advise the Company and the Holders Holder in writing that the inclusion in any registration pursuant hereto of some or all of (a) the Registrable Securities Warrant Shares sought to be registered by the Holders, and (b) the Company Securities sought to be registered Holder creates a substantial risk that the proceeds or price per unit that will be derived from such registration will be reduced or that the number of securities to be registered is too large a number to be reasonably sold, (i) first, the number of shares of Common Stock sought to be sold by the Company Securities (or securities of other Persons holders exercising "demand rights") sought to be registered " shall be included in such registration, and (ii) next, the number of Registrable Securities Warrant Shares and other securities shares of Common Stock of other holders exercising "piggyback rights" shall be included in such registration to the extent permitted by the Company's managing underwriter (if the offering is underwritten) with the number of Registrable Securities and such other securities being registered being to be allocated on a pro rata basis based on the number of securities Warrant Shares Holder,and the participating Holders and number of shares of Common Stock each such other holder holder, desire to have registered; provided, however, that, if any participating the Holder would be required pursuant to the provisions of this Section 7 to reduce the number of Registrable Securities Warrant Shares that it may include in such registration, such participating the Holder may withdraw all or any portion of its Registrable Securities Warrant Shares from such registration whereupon the provisions of Section 2(c) hereof shall not apply to said registration.

Allocation of Securities Included in Registration Statement. In the ------------------------------------------------------------ case of a registration pursuant to Section 2.27 for the Company's account, if the Company's managing underwriter shall advise the Company and the Holders Investors (and any other investors) in writing that the inclusion in any registration pursuant hereto of some or all of (a) the Registrable Securities sought to be registered by the HoldersInvestors and securities offered by other holders, and (b) the Company Securities Company's securities sought to be registered creates a substantial risk that the proceeds or price per unit that will be derived from such registration will be reduced or that the number of securities to be registered is too large a number to be reasonably sold, (i) first, the number of Company Securities (or securities of other Persons exercising "demand rights") sought to be registered shall be included in such registration, and (ii) next, the number of Registrable Securities offered by the Investors and securities offered by other securities of holders exercising "piggyback rights" shall be included in such registration to the extent permitted by the Company's managing underwriter (if the offering is underwritten) with the number of Registrable Securities and such other securities being registered being determined on a pro pro-rata basis based on the number of Registered Securities and securities the participating Holders and each such other holder holders including the Investors desire to have registered; provided, however, that, if any -------- ------- participating Holder Investor would be required pursuant to the provisions of this Section 7 to reduce the number of Registrable Securities that it he may include in such registration, such participating Holder the Investor may withdraw all or any portion of its Registrable Securities from such registrationregistration and may resume selling shares under the registration statement (assuming it is effective) referred to in Section 2 after the 90-day lock-up period.

Allocation of Securities Included in Registration Statement. In the case of a registration pursuant to Section 2.27 for the Company’s account, if the Company's ’s managing underwriter shall advise the Company and the Holders Investor in writing that the inclusion in any registration pursuant hereto of some or all of (a) the Registrable Securities sought to be registered by the HoldersInvestor and securities offered by other holders, and (b) the Company Securities Company’s securities sought to be registered creates a substantial risk that the proceeds or price per unit that will be derived from such registration will be reduced or that the number of securities to be registered is too large a number to be reasonably sold, (i) first, the number of Company Securities (or securities of other Persons exercising "demand rights") sought to be registered shall be included in such registration, and (ii) next, the number of Registrable Securities offered by the Investor and securities offered by other securities of holders exercising "piggyback rights" shall be included in such registration to the extent permitted by the Company's ’s managing underwriter (if the offering is underwritten) with the number of Registrable Securities and such other securities being registered being determined on a pro pro-rata basis based on the number of Registered Securities and securities the participating Holders and each such other holder holders including the Investor desire to have registered; provided, however, that, if any participating Holder Investor would be required pursuant to the provisions of this Section 7 to reduce the number of Registrable Securities that it he may include in such registration, such participating Holder the Investor may withdraw all or any portion of its Registrable Securities from such registrationregistration and may resume selling shares under the registration statement (assuming it is effective) referred to in Section 2.

Allocation of Securities Included in Registration Statement. In the case of a registration pursuant to Section 2.21, if the Company's ’s managing underwriter shall advise the Company and the Holders Seller in writing that the inclusion in any registration pursuant hereto to this Agreement of some or all of (a) the Registrable Securities sought to be registered by the Holders, and (b) the Company Securities sought to be registered Seller creates a substantial risk that the proceeds or price per unit that will be derived from such registration will be reduced or that the number of securities to be registered is too large a number to be reasonably sold, (i) first, the number of Company Securities (or securities of other Persons exercising "demand rights") sought to be registered shall be included in such registration, and (ii) nextsecond, the number of Registrable Securities and other securities of holders exercising "piggyback rights" sought to be registered by Seller shall be included in such registration to (unless such amount exceeds the extent permitted by the Company's maximum amount that such managing underwriter (if the offering is underwritten) with recommends be registered reduced by the number of Registrable shares of Company Securities and to be included in such other securities being registered being on a pro rata basis based on registration pursuant to clause (i), in which case the Company shall include in such registration the excess of such maximum amount over the number of securities the participating Holders and each such other holder desire Company Securities to have registered; provided, however, that, if any participating Holder would be required included pursuant to clause (i), allocated on the provisions basis of this Section 7 to reduce the number amount of Registrable Securities that it may include in such registration, such participating Holder may withdraw all or any portion of its Registrable Securities from such registrationrequested to be included therein by Seller).

Allocation of Securities Included in Registration Statement. In the case of a registration pursuant to Section 2.26 for the Company’s account, if the Company's ’s managing underwriter shall advise the Company and the Holders Purchasers in writing that the inclusion in any registration pursuant hereto of some or all of (a) the Registrable Securities sought to be registered by the HoldersPurchasers and securities offered by other holders, and (b) the Company Securities Company’s securities sought to be registered creates a substantial risk that the proceeds or price per unit that will be derived from such registration will be reduced or that the number of securities to be registered is too large a number to be reasonably sold, (i) first, the number of Company Securities (or securities of other Persons exercising "demand rights") sought to be registered shall be included in such registration, and (ii) next, the number of Registrable Securities offered by the Purchasers and securities offered by other securities of holders exercising "piggyback rights" shall be included in such registration to the extent permitted by the Company's ’s managing underwriter (if the offering is underwritten) with the number of Registrable Securities and such other securities being registered being determined on a pro pro-rata basis based on the number of Registrable Securities and securities the participating Holders and each such other holder holders including the Purchasers desire to have registered; provided, however, that, if any participating Holder the Purchasers would be required pursuant to the provisions of this Section 7 to reduce the number of Registrable Securities that it they may include in such registration, such participating Holder the Purchasers may withdraw all or any portion of its their Registrable Securities from such registrationregistration and may resume selling shares under the registration statement (assuming it is effective) referred to in Section 2 after the 90-day lock-up period.

Allocation of Securities Included in Registration Statement. In the case of a registration pursuant to Section 2.27 for the Company’s account, if the Company's ’s managing underwriter shall advise the Company and the Holders Investors in writing that the inclusion in any registration pursuant hereto of (a) some or all of (a) the Registrable Securities sought to be registered by the HoldersInvestors and securities offered by other holders, and (b) the Company Securities sought to be registered creates a substantial risk that the proceeds or price per unit that will be derived from such registration will be reduced or that the number of securities to be registered is too large a number to be reasonably sold, (i) first, the number of Company Securities (or securities of other Persons exercising "demand rights") sought to be registered shall be included in such registration, and (ii) next, the number of Registrable Securities offered by the Investors and securities offered by other securities holders pursuant to written contractual piggyback registration rights of such other holders exercising "piggyback rights" shall be included in such registration to the extent permitted by the Company's ’s managing underwriter (if the offering is underwritten) underwriter, with the number of Registrable Securities and such other securities being registered being determined on a pro pro-rata basis based on the number of Registrable Securities the Investors desire to have registered and the number of securities the participating Holders and each such other holder holders desire to have registered; provided, however, that, if any participating Holder either Investor would be required pursuant to the provisions of this Section 7 8 to reduce the number of Registrable Securities that it he may include in such registration, such participating Holder Investor may withdraw all or any portion of its his Registrable Securities from such registrationregistration and may resume selling shares under the registration statement (assuming it is effective) referred to in Section 2 after the 90-day lock-up period.

Allocation of Securities Included in Registration Statement. In the case of a registration pursuant to Section 2.27 for the Company’s account, if the Company's ’s managing underwriter shall advise the Company and the Holders Investor in writing that the inclusion in any registration pursuant hereto of some or all of (a) the Registrable Securities sought permitted to be registered by the HoldersInvestor and securities offered by other stockholders, and (b) the Company Securities Company’s securities sought to be registered creates a substantial risk that the proceeds or price per unit that will be derived from such registration will be reduced or that the number of securities to be registered is too large a number to be reasonably sold, (i) first, the number of Company Securities (or securities of other Persons exercising "demand rights") sought to be registered shall be included in such registration, and (ii) next, the number of Registrable Securities and other securities of holders exercising "piggyback rights" offered by the 2019 Investors shall be included in such registration , and (iii) next, the number of Registrable Securities offered by (x) the Bona Vida Shareholders, (y) purchasers in the Company’s December 2018 private placement and (z) the former members of Trupet LLC (other than the Company) shall be included in such registration statement, with each group of investors in clauses (x), (y) and (z) permitted to register one-third of any permissible sum (with each Bona Vida Shareholder allowed to include up to his Pro Rata Share) to the extent permitted by the Company's ’s managing underwriter (if the offering is underwritten) with the number of Registrable Securities and such other securities being registered being on a pro rata basis based on the number of securities the participating Holders and each such other holder desire to have registeredunderwriter; provided, however, that, if any participating Holder the Investor would be required pursuant to the provisions of this Section 7 8 to reduce the number of Registrable Securities that it may include in such registration, such participating Holder the Investor may withdraw all or any portion of its Registrable Securities from such registrationregistration statement and may resume selling shares under the registration statement (assuming it is effective) referred to in Section 7 after the 90-day lock-up period.

Allocation of Securities Included in Registration Statement. In the case of a registration pursuant to Section 2.2, if the Company's managing underwriter shall advise the Company and the Holders Holder in writing that the inclusion in any registration pursuant hereto of some or all of (a) the Registrable Securities sought to be registered by the Holders, and (b) the Company Securities sought to be registered Holder creates a substantial risk that the proceeds or price per unit that will be derived from such registration will be reduced or that the number of securities to be registered is too large a number to be reasonably sold, (i) first, the number of Company Securities (or securities of other Persons holders exercising "demand rights") sought to be registered shall be included in such registration, and (ii) next, the number of Registrable Securities and other securities of holders exercising "piggyback rights" shall be included in such registration to the extent permitted by the Company's managing underwriter (if the offering is underwritten) with the number of Registrable Securities and such other securities being registered being on a pro rata basis based on the number of securities the participating Holders Holder and each such other holder desire to have registered; provided, however, that, if any participating the Holder would be required pursuant to the provisions of this Section 7 to reduce the number of Registrable Securities that it may include in such registration, such participating the Holder may withdraw all or any portion of its Registrable Securities from such registration.

Allocation of Securities Included in Registration Statement. In the case of a registration pursuant to Section 2.27 for the Company’s account, if the Company's ’s managing underwriter shall advise the Company and the Holders Investor in writing that the inclusion in any registration pursuant hereto of some or all of (a) the Registrable Securities sought to be registered by the HoldersInvestor and securities offered by other holders, and (b) the Company Securities Company’s securities sought to be registered creates a substantial risk that the proceeds or price per unit that will be derived from such registration will be reduced or that the number of securities to be registered is too large a number to be reasonably sold, (i) first, the number of Company Securities (or securities of other Persons exercising "demand rights") sought to be registered shall be included in such registration, and (ii) next, the number of Registrable Securities offered by the Investor and securities offered by other securities of holders exercising "piggyback rights" shall be included in such registration to the extent permitted by the Company's ’s managing underwriter (if the offering is underwritten) with the number of Registrable Securities and such other securities being registered being determined on a pro pro-rata basis based on the number of Registrable Securities and securities the participating Holders and each such other holder holders including the Investor desire to have registered; provided, however, that, if any participating Holder the Investor would be required pursuant to the provisions of this Section 7 to reduce the number of Registrable Securities that it he may include in such registration, such participating Holder the Investor may withdraw all or any portion of its Registrable Securities from such registrationregistration and may resume selling shares under the registration statement (assuming it is effective) referred to in Section 2 after the 90-day lock-up period.

Allocation of Securities Included in Registration Statement. In the case of a registration pursuant to Section 2.2an Underwritten Offering, if the Company's managing underwriter Underwriter shall advise the Company and the Holders in writing that the inclusion in any registration pursuant hereto to this Section of some or all of (a) the Registrable Securities sought to be registered by the Holders, and (b) the Company Securities sought to be registered holders requesting such registration creates a substantial risk that the proceeds or price per unit that either the Company or the holders of securities who have demanded such Underwritten Offering will be derived derive from such registration will be reduced or that the number of securities to be registered (including those sought to be registered at the instance of the Company and any other party entitled to participate in such registration as well as those sought to be registered by the Holders) is too large a number to be reasonably sold, then (isubject to any superior rights in favor of Persons holding registration rights on the date of this Agreement all of which have been disclosed in writing by the Company to the Holders ("Existing Registration Rights")) first, the number of Company Securities (or securities of other Persons exercising "demand rights") sought to be registered shall be included in such registration, and (ii) next, the number of Registrable Securities and other securities of holders exercising "piggyback rights" sought to be registered by each Seller shall be included in such registration to the extent permitted by the Company's managing underwriter (if the offering is underwritten) with the number of Registrable Securities and such other securities being registered being on a reduced pro rata basis based on in proportion to the number of securities sought to be registered by all Sellers to the participating Holders and each such other holder desire extent necessary to have registeredreduce the number of securities to be registered to the number recommended by the managing underwriter; provided, however, that, if that with respect to any participating Holder would be required Shelf Registration effected pursuant to Section 2.1(a), any securities sought to be included in any such Shelf Registration by the provisions Company or any other Seller of this Section 7 to reduce the number of any such securities (other than a Holder and other than any person holding Existing Registration Rights) shall be excluded from any such Shelf Registration before any Registrable Securities that it may include in such registration, such participating held by any Holder may withdraw all or any portion of its Registrable Securities from such registrationshall be excluded.

Allocation of Securities Included in Registration Statement. In the case of a registration pursuant to Section 2.22 for the Company's account, if the Company's managing underwriter shall advise the Company and the Holders Holder and other holders of Registrable Securities in writing that the inclusion in any registration pursuant hereto of some or all of (a) the Registrable Securities sought to be registered by the HoldersHolder and other holders, and (b) the Company Securities sought to be registered creates a substantial risk that the proceeds or price per unit that will be derived from such registration will be reduced or that the number of securities to be registered is too large a number to be reasonably sold, (i) first, the number of Company Securities (or securities of other Persons exercising "demand rights") sought to be registered shall be included in such registration, and (ii) next, the number of Registrable Securities and other securities of holders including the Holder exercising "piggyback rights" shall be included in such registration to the extent permitted by the Company's managing underwriter (if the offering is underwritten) with the number of Registrable Securities and such other securities being registered being on a pro pro-rata basis based on the number of securities the participating Holders and each such other holder holders including the Holder desire to have registered; provided, however, that, if any participating Holder would be required pursuant to the provisions of this Section 7 to reduce the number of Registrable Securities that it may include in such registration, such participating the Holder may withdraw all or any portion of its Registrable Securities from such registration.