Common use of Priority in Piggyback Registrations Clause in Contracts

Priority in Piggyback Registrations. If the ----------------------------------- Underwriters' Representative or Agent shall advise the Company in writing (with a copy to each Selling Holder) that, in its opinion, the amount of securities requested to be included in such offering (whether by the Company, the Selling Holders or other holders of securities) exceeds the amount which can be offered and sold in such offering within a price range acceptable to the Company, then the Company shall include in such registration only that amount of securities which the Company is so advised can be offered and sold in the offering as follows: (i) first, all securities proposed by the Company to be sold for its own account; (ii) second, Registrable Securities of each Selling Holder that has properly requested that its Registrable Securities be included in such registration and that is an "underwriter" or an "affiliate" of the Company (such determination to be made by such Selling Holders upon the advice of counsel communicated in writing to the Company) in an amount sufficient to include all the Registrable Securities being offered for sale by such Selling Holder or an amount sufficient to reduce the amount of such Selling Holder's Registrable Securities held by it after the offering to a level that would cause such Selling Holder to no longer be an "underwriter" or an "affiliate" of the Company, whichever amount is less; (iii) third, such Registrable Securities (that have not theretofore been included in such registration statement pursuant to clause (ii) of this Section 3.2) requested to be included in such registration statement by each Selling Holder, pro rata on the basis of the amount of such securities held by each such Selling Holder; and (iv) fourth, all other securities of the Company duly requested to be included in such registration statement.

Priority in Piggyback Registrations. If a registration pursuant to this Section 1.03 involves an underwritten offering and the ----------------------------------- Underwriters' Representative or Agent managing underwriters shall advise the Company in writing (with a copy to each Selling Holder) that, in its opiniontheir good faith view (based primarily upon prevailing market conditions), the amount number of securities (including all Registrable Securities) which the Company, the Holders and any other Persons intend to include in such registration exceeds the largest number of securities which can be sold without having a significant negative effect on the price at which such securities can be sold in such offering, the Company will include in such registration in the following order: (i) all the Priority Securities (including any to be sold for the Company's own account), on a pro rata basis, (ii) to the extent that the number of Priority Securities which the Company proposes to sell for its own account pursuant to Section 1.03(a) is less than the number of securities which the Company has been advised can be sold in such offering without having the negative effect referred to above, all Registrable Securities requested to be included in such registration by the Holders pursuant to Section 1.03(a) (provided, however, that if the number of Registrable Securities requested to be included in such registration by the Holders pursuant to Section 1.03(a), together with the number of Priority Securities to be included in such registration pursuant to clause (i) of this Section 1.03(b), exceeds the number which the Company has been advised can be sold in such offering without having the negative effect referred to above, the number of such Registrable Securities requested to be included in such registration by the Holders pursuant to Section 1.03(a) shall be allocated pro rata among all such other requesting Holders on the basis of the number of Registrable Securities each such other Holder has requested to be included in such registration) and (iii) all other securities requested to be included in such offering registration (whether by provided, however, that if the Companynumber of all other securities proposed to be included in such registration, together with the Selling Holders or other holders of securities) Priority Securities and the Registrable Securities requested to be included in such registration, exceeds the amount number which the Company has been advised can be offered and sold in such offering within a price range acceptable without having the negative effect referred to above, the Company, then the Company shall include in such registration only that amount of securities which the Company is so advised can be offered and sold in the offering as follows: (i) first, all securities proposed by the Company to be sold for its own account; (ii) second, Registrable Securities of each Selling Holder that has properly requested that its Registrable Securities be included in such registration and that is an "underwriter" or an "affiliate" of the Company (such determination to be made by such Selling Holders upon the advice of counsel communicated in writing to the Company) in an amount sufficient to include all the Registrable Securities being offered for sale by such Selling Holder or an amount sufficient to reduce the amount number of such Selling Holder's Registrable Securities held by it after the offering to a level that would cause such Selling Holder to no longer be an "underwriter" or an "affiliate" of the Company, whichever amount is less; (iii) third, such Registrable Securities (that have not theretofore been included in such registration statement pursuant to clause (ii) of this Section 3.2) other securities requested to be included in such registration statement by each Selling Holder, shall be allocated pro rata among all such other requesting holders on the basis of the amount number of such securities held by Registrable Securities each such Selling Holder; and (iv) fourth, all other securities of the Company duly holder has requested to be included in such registration statementregistration).

Priority in Piggyback Registrations. (a) If at any time following an IPO Event the ----------------------------------- Underwriters' Representative or Agent shall Company proposes to effect another Registration in connection with an underwritten offering (including any Registration pursuant to the exercise of any of the demand registration rights referred to in Section 9.1 hereof, the "Permitted Demand Registration Rights"), including any Registration for the Company's account, and the managing underwriter(s) advise the Company in writing (with a copy to each Selling Holder) that, in its opinionor their judgment, the number of shares of equity securities of the Company (including all shares of Registrable Securities) which the Company, the Shareholders and any other persons intend to include in such Registration exceeds the largest number of securities which can be sold without having an adverse effect on such offering, including the price at which such securities can be sold, the Company shall include in such Registration: (i) first all securities the Company proposes to sell for its own account (the "Company Securities"), (ii) second, to the extent that the number or dollar amount of the Company Securities to be offered by the Company, if any, is less 33 than the number of shares of securities which the Company has been advised can be sold in such offering without having the adverse effect referred to above, the number of Piggyback Securities requested to be sold by any Shareholder (provided that if the number of the Company Securities and Piggyback Securities exceeds the number of shares of securities which the Company has been advised can be sold in such offering without having the adverse effect referred to above, the number of such Piggyback Securities to be included in such offering shall be allocated pro rata among all holders of such Piggyback Securities on the basis of the relative number or amount of Piggyback Securities each such holder has requested to be included in such offering Registration), and (whether by the Companyiii) third, the Selling Holders or other holders of securities) exceeds the amount which can be offered and sold in such offering within a price range acceptable to the Company, then extent that the number of Company shall include in such registration only that amount Securities and Piggyback Securities held by Shareholders is less than the number of shares of securities which the Company is so has been advised can be offered and sold in such offering without having the offering as follows: (i) firstadverse effect referred to above, all the equity securities proposed by the Company requested to be sold for its own account; the account of any other persons (ii) second, Registrable Securities of each Selling Holder that has properly requested that its Registrable Securities be included allocated among the persons holding such other securities in such registration proportions as such persons and that is an "underwriter" or an "affiliate" of the Company (such determination may agree); PROVIDED that, in the event the Windward Registration Group has not consummated its first demand registration pursuant to be made by such Selling Holders upon Section 9.1, unless the advice Windward Agent otherwise agrees or the number of counsel communicated in writing to the Company) in an amount sufficient to include all the Registrable Company Securities being offered for sale by such Selling Holder or an amount sufficient to reduce the amount of such Selling Holder's Registrable and Piggyback Securities held by it after the offering to a level that would cause such Selling Holder to no longer Windward Registration Group is less than the number of shares of securities which the Company has been advised can be an "underwriter" or an "affiliate" of the Company, whichever amount is less; (iii) third, such Registrable Securities (that have not theretofore been included sold in such registration statement pursuant offering without having the adverse effect referred to clause above (ii) of this Section 3.2) requested to be included in such registration statement by each Selling Holder, which case the other Shareholders may participate pro rata to the extent of any excess) only the Windward Registration Group and Family LP (allocated on a pro rata basis) may exercise "piggyback" registration rights with respect to such offering; PROVIDED, FURTHER, that in all events Management Stockholders shall be subject to the basis of the amount of such securities held by each such Selling Holder; limitations with respect to Management Shareholders contained in clause 3.1(b) above and (ivclause 9.3(b) fourth, all other securities of the Company duly requested to be included in such registration statementbelow.

Priority in Piggyback Registrations. In connection with any offering involving an underwriting of shares of NDCHealth’s equity securities as described in Section 3.1, NDCHealth shall not be required under this Section 3.2 to include any of the Registrable Securities in such underwriting unless the Holder accepts the terms of the underwriting as agreed upon between NDCHealth and the underwriters selected by it. If the ----------------------------------- Underwriters' Representative or Agent shall advise the Company in writing (with a copy to each Selling Holder) that, in its opinion, underwriters determine that the amount of securities requested to be included in such offering (whether by the Company, the Selling Holders or other holders of securities) exceeds the amount which can be offered and sold in such offering within a price range acceptable to the Company, then the Company shall include in such registration only that amount of securities which the Company is so advised can be offered and sold in the offering as follows: (i) first, all securities proposed by the Company to be sold for its own account; (ii) second, Registrable Securities of each Selling Holder that has properly requested that its Registrable Securities be included in such registration and that is an "underwriter" or an "affiliate" of the Company (such determination to be made by such Selling Holders upon the advice of counsel communicated in writing to the Company) in an amount sufficient to include all the Registrable Securities being offered for sale by such Selling Holder or an amount sufficient to reduce the amount of such Selling Holder's Registrable Securities held by it after the offering to a level that would cause such Selling Holder to no longer be an "underwriter" or an "affiliate" of the Company, whichever amount is less; (iii) third, such Registrable Securities (that have not theretofore been included in such registration statement pursuant to clause (ii) of this Section 3.2) requested to be included in such registration statement by each Selling Holderwould jeopardize the success of such offering, pro rata on then NDCHealth shall be required to include in the basis offering only that number of Registrable Securities which the underwriters determine in their sole discretion will not jeopardize the success of the amount offering. Allocation of securities to be sold in any such securities held by each offering shall be made first to NDCHealth (unless the offering is pursuant to a contractual demand right, in which case the allocation shall be made first to the stockholders exercising such Selling Holder; demand right) and (iv) fourththereafter, all to the extent any other securities are to be included, on a pro-rata basis among the Holder and any other selling stockholders who have contractual rights to include shares in such offering according to the total number of designated Registrable Securities requested by the Company duly Holder and securities requested by such other selling stockholders to be included in such offering and entitled to inclusion therein on the basis of this Agreement or such other contractual agreement. To facilitate the allocation of shares in accordance with the above provisions, NDCHealth may round the number of Registrable Securities allocated to the Holder or of securities allocated to each other selling stockholder to the nearest one hundred (100) shares. Notwithstanding anything to the contrary in this Agreement, but subject to the next sentence, the Holder agrees to delay the sale of any Registrable Securities not sold in such registration for the period requested by the underwriter or managing agent up to ninety (90) days (or such lesser amount of time if permitted by such underwriter or managing agent) following the effective date of the registration statement. The foregoing restriction shall not apply to the number of Registrable Securities, if any, requested by the Holder to be included in a registration but which are excluded from such registration at the discretion of the underwriters as set forth in this Section 3.2.

Priority in Piggyback Registrations. (a) If at any time following an IPO Event (or in connection with an IPO Event as contemplated in Section 12.3(b) below) the ----------------------------------- Underwriters' Representative or Agent shall Company proposes to effect another Registration in connection with an underwritten offering (including any Registration pursuant to the exercise of any of the demand registration rights referred to in Section 12.1, the "PERMITTED DEMAND REGISTRATION RIGHTS"), including any Registration for the Company's account, and the managing underwriter(s) advise the Company in writing (with a copy to each Selling Holder) that, in its opinionor their judgment, the amount number of shares of equity securities requested to be included in such offering of the Company (whether by including all shares of Registrable Securities) which the Company, the Selling Holders or Members and any other holders of securities) persons intend to include in such Registration exceeds the amount largest number of securities which can be offered and sold in without having an adverse effect on such offering within a offering, including the price range acceptable to the Companyat which such securities can be sold, then the Company shall include in such registration only that amount of securities which the Company is so advised can be offered and sold in the offering as followsRegistration: (i) first, all securities proposed by the Company proposes to be sold sell for its own account; account (the "COMPANY SECURITIES"), (ii) second, Registrable to the extent that the number or dollar amount of the Company Securities to be offered by the Company, if any, is less than the number of each Selling Holder shares of securities which the Company has been advised can be sold in such offering without having the adverse effect referred to above, the number of Piggyback Securities and Demand Securities requested to be sold by any Member (provided that if the number of the Company Securities, Demand Securities and Piggyback Securities exceeds the number of shares of securities which the Company has properly requested that its Registrable been advised can be sold in such offering without having the adverse effect referred to above, the number of such Demand Securities and Piggyback Securities to be included in such registration offering shall be allocated pro rata among all holders of such Piggyback Securities and that is an "underwriter" or an "affiliate" Demand Securities on the basis of the Company (such determination to be made by such Selling Holders upon the advice of counsel communicated in writing to the Company) in an amount sufficient to include all the Registrable Securities being offered for sale by such Selling Holder relative number or an amount sufficient to reduce the amount of Demand Securities and Piggyback Securities each such Selling Holder's Registrable Securities held by it after the offering to a level that would cause such Selling Holder to no longer be an "underwriter" or an "affiliate" of the Company, whichever amount is less; (iii) third, such Registrable Securities (that have not theretofore been included in such registration statement pursuant to clause (ii) of this Section 3.2) holder has requested to be included in such registration statement by each Selling HolderRegistration), pro rata on and (iii) third, to the basis extent that the number of the amount of such securities Company Securities, Demand Securities and Piggyback Securities held by each such Selling Holder; and (iv) fourth, all other Members is less than the number of shares of securities of which the Company duly has been advised can be sold in such offering without having the adverse effect referred to above, the equity securities requested to be included sold for the account of any other persons (allocated among the persons holding such other securities in such registration statementproportions as such persons and the Company may agree).

Priority in Piggyback Registrations. (a) If at any time following an IPO Event the ----------------------------------- Underwriters' Representative Company proposes to effect another Registration in connection with an underwritten offering (other than any Registration pursuant to the exercise of any of the demand registration rights referred to in Section 9.1 hereof or Agent shall any demand registration rights which specify a priority for "piggyback" registration rights which is the same as set forth in Section 9.3(b) below (such latter form of demand registration rights, the "Permitted Demand Registration Rights")), including any Registration for the Company's account, and the managing underwriter(s) advise the Company in writing (with a copy to each Selling Holder) that, in its opinionor their judgement, the amount number of shares of equity securities requested to be included in such offering of the Company (whether by including all shares of Registrable Securities) which the Company, the Selling Holders or Shareholders and any other holders of securities) persons intend to include in such Registration exceeds the amount largest number of securities which can be offered and sold in without having an adverse effect on such offering within a offering, including the price range acceptable to the Companyat which such securities can be sold, then the Company shall include in such registration only that amount of securities which the Company is so advised can be offered and sold in the offering as followsRegistration: (i) first, all securities proposed by the Company proposes to be sold sell for its own account; account (the "Company Securities"), (ii) second, Registrable to the extent that the number or dollar amount of the Company Securities to be offered by the Company is less than the number of each Selling Holder shares of securities which the Company has been advised can be sold in such offering without having the adverse effect referred to above, the number of Piggyback Securities requested to be sold by any Shareholder who is a member of the Windward Group or a Majority Roll-Over Shareholder (provided that if the number of the Company Securities and Piggyback Securities exceeds the number of shares of securities which the Company has properly requested that its Registrable been advised can be sold in such offering without having the adverse effect referred to above, the number of such Piggyback Securities to be included in such registration and that is an "underwriter" or an "affiliate" offering shall be allocated pro rata among all holders of such Piggyback Securities on the basis of the Company (such determination to be made by such Selling Holders upon the advice of counsel communicated in writing to the Company) in an amount sufficient to include all the Registrable Securities being offered for sale by such Selling Holder relative number or an amount sufficient to reduce the amount of Piggyback Securities each such Selling Holder's Registrable Securities held by it after the offering to a level that would cause such Selling Holder to no longer be an "underwriter" or an "affiliate" of the Company, whichever amount is less; (iii) third, such Registrable Securities (that have not theretofore been included in such registration statement pursuant to clause (ii) of this Section 3.2) holder has requested to be included in such registration statement by each Selling HolderRegistration), pro rata on the basis of the amount of such securities held by each such Selling Holder; and (iv) fourth, all other securities of the Company duly requested to be included in such registration statement.and

Priority in Piggyback Registrations. If Notwithstanding ----------------------------------- anything in Section 2.2.1 above to the ----------------------------------- Underwriters' Representative or Agent contrary and except as provided in Section 2.1.7, if the managing underwriter of any underwritten offering shall advise inform the Company in writing (with a copy to each Selling Holder) that, in by letter of its opinion, belief that the amount number or type of securities Registrable Securities requested to be included in such offering registration would materially and adversely affect such offering, then the Company shall promptly notify S.R. One of such fact. If the managing underwriter does not agree to include all (whether or such lesser amount as S.R. One shall, in its sole discretion, agree to) of the number of the Registrable Securities initially requested by the Company, the Selling Holders or other holders of securities) exceeds the amount which can S.R. One to be offered and sold included in such offering within a price range acceptable to the Companyregistration, then the Company shall include in such registration only that amount registration, to the extent of securities the number and type which the Company is so advised can be offered and sold in (or during the time of) such offering as follows: (i) first, all ----- securities proposed by the Company to be sold for its own account; (ii) , if the Company initiated such registration, or by the holder of securities who initiated such demand registration, if any, second, Registrable Securities for each of each Selling Holder that has properly requested that its Registrable Securities be included in such registration S.R. One, ------ Xxxxxxx Xxxxx Securities, Incorporated and that is an "underwriter" or an "affiliate" the Investors, other than the holder(s) of the Company (securities who initiated such determination demand registration, if any, the fraction of such holder's securities proposed to be made registered which is obtained by such Selling Holders upon dividing (i) the advice of counsel communicated in writing to the Company) in an amount sufficient to include all the Registrable Securities being offered for sale by such Selling Holder or an amount sufficient to reduce the amount of such Selling Holder's Registrable Securities held by it after the offering to a level that would cause such Selling Holder to no longer be an "underwriter" or an "affiliate" number of the Company, whichever amount is less; (iii) third, such Registrable Securities (that have not theretofore been included in such registration statement pursuant to clause (ii) of this Section 3.2) requested to be included in such registration statement by each Selling Holder, pro rata on the basis of the amount of such securities held by each such Selling Holder; and (iv) fourth, all other securities of the Company duly requested that such holder proposes to be included include in such registration statementby (ii) the total number of securities proposed to be sold in such offering by such holders, and third, for each ----- remaining holder of the Company's securities, other than the holder of the securities who initiated such demand registration and the holders listed above, if any, the fraction of such holder's securities proposed to be registered which is obtained by dividing (i) the number of the securities of the Company that such holder proposes to include in such registration by (ii) the total number of securities proposed to be sold in such offering by such holders.

Priority in Piggyback Registrations. If the ----------------------------------- Underwriters' Representative or Agent shall advise managing underwriter advises the Company in writing (with a copy to each Selling Holder) that, in its opinion, the amount number of securities Registrable Securities requested to be included in such offering (whether by the Company, the Selling Holders or other holders of securities) Piggyback Registration exceeds the amount which what can be offered and sold in such offering within at a price range reasonably acceptable to the Company (and, if applicable, the holders of the Company's securities initiating the Piggyback Registration), then the Company shall will include in such registration only that amount Piggyback Registration the number of securities Registrable Securities which the Company is so advised can be offered and sold in the offering as follows: (i) firstsuch offering, all securities proposed by the Company to which shall be sold for its own account; (ii) second, Registrable Securities of each Selling Holder that has properly requested that its Registrable Securities be included in such registration and that is an "underwriter" or an "affiliate" of the Company (such determination to be made by such Selling Holders upon the advice of counsel communicated in writing to the Company) in an amount sufficient to include all the Registrable Securities being offered for sale by such Selling Holder or an amount sufficient to reduce the amount of such Selling Holder's Registrable Securities held by it after the offering to a level that would cause such Selling Holder to no longer be an "underwriter" or an "affiliate" of the Company, whichever amount is less; (iii) third, such Registrable Securities (that have not theretofore been included in such registration statement pursuant to clause (ii) of this Section 3.2) requested to be included in such registration statement by each Selling Holder, allocated pro rata on the basis of the amount number of such securities held by each such Selling Holder; and (iv) fourth, all other securities shares of the Common Stock so proposed to be sold and so requested to be included. If the managing underwriter advises the Company duly in writing that, in its opinion, the number of Registrable Securities requested to be included in a Piggyback Registration by Holders who are members of Management of the Company should be reduced, then the Company will reduce the number of Registrable Securities requested to be sold by such Persons on a pro rata basis. In the event any Registrable Securities of any Holders are excluded from registration as a result of the foregoing provisions, then such Persons shall be entitled to sell, on a pro rata basis, the excluded Registrable Securities, prior to any other Registrable Securities, pursuant to the underwriters' over-allotment option. Except as provided in the last sentence of this paragraph and the preceding paragraph, no Registrable Securities excluded from the underwriting by reason of the underwriter's marketing limitation shall be included in such registration. If any Holder disapproves of the terms of the underwriting, such Person may elect to withdraw therefrom by written notice to the Company and the underwriters. The Registrable Securities so withdrawn from such underwriting shall also be withdrawn from such registration; provided, however, that if by the withdrawal of such Registrable Securities a greater number of Registrable Securities held by other Holders may be included in such registration statement(up to the maximum of any limitation imposed by the underwriters), then the Company shall offer to all Holders who have included Registrable Securities in the registration the right to include additional Registrable Securities in the same proportion used above in determining the underwriters' limitation.

Priority in Piggyback Registrations. If a registration pursuant to this Section 2 involves an underwritten offering and the ----------------------------------- Underwriters' Representative or Agent shall advise managing underwriter advises the Company in writing (with a copy to each Selling Holder) that, in its opinion, the amount of securities requested to be included in such offering (whether by the Company, the Selling Holders or other holders of securities) registration exceeds the amount which can be offered and sold in such offering, so as to be likely to have an adverse effect on such offering within a as contemplated by the Company (including the price range acceptable at which such securities are proposed to the Companybe sold), then the Company shall will include in such registration only that amount (A) if such registration relates to a primary offering initiated by the Company, (i) first, the securities proposed to be sold by the Company, (ii) second, to the extent the number of securities proposed to be included in such registration by the Company is less than the number of securities which the Company is so has been advised by the underwriter can be offered and sold in such offering without having the offering as follows: (i) firstadverse effect referred to above, all the securities proposed by the Company to be sold for its own account; (ii) second, Registrable Securities of each Selling Holder that has properly requested that its Registrable Securities be included in such registration and that is an "underwriter" or an "affiliate" of the Company (such determination to be made by such Selling Holders upon the advice of counsel communicated in writing to the Company) in an amount sufficient to include all the Registrable Securities being offered for sale by such Selling Holder or an amount sufficient to reduce the amount of such Selling Holder's Registrable Securities held by it after the offering to a level that would cause such Selling Holder to no longer be an "underwriter" or an "affiliate" of the Company, whichever amount is less; (iii) third, such Registrable Securities (that have not theretofore been included in such registration statement pursuant to clause (ii) of this Section 3.2) requested to be included in such registration statement by each Selling Holderthe Holders and other Persons entitled to participate in such registration (provided that if the number of such securities, in combination with the number of securities proposed to be included in such registration by the Company, exceeds the number which the Company has been advised can be sold in such offering without having the adverse effect referred to above, the number of such securities included in such registration shall be allocated pro rata among all such Holders and other Persons on the basis of the amount number of such securities held by that each such Selling Holder; and (iv) fourth, all other securities of the Company duly Holders and the other Persons has individually requested to be included in such registration statementrelative to the aggregate number of securities that all requesting Holders and other Persons have so requested); and (B) if such registration relates to a secondary offering initiated by any Person other than a Holder, (i) first, the securities requested to be included in such registration by such other Person (to the extent that the number of such securities does not exceed the number of securities which the Company has been advised by the underwriter can be sold in such offering without having the adverse effect described above), (ii) second, to the extent the number of securities requested to be included in such registration by such other Person is less than the number of securities which the Company has been advised by the underwriter can be sold in such offering without having the adverse effect referred to above, the securities proposed to be sold by the Company (to the extent that the number of securities does not exceed, in combination with the securities of such other Person to be included in such registration, the number of securities which the Company has been advised by the underwriter can be sold in such offering without having the adverse effect described above), (iii) third, to the extent the sum of the number of securities requested to be included in such registration by such other Person plus the number of securities proposed to be included in such registration by the Company is less than the number of securities which the Company has been advised by the underwriter can be sold in such offering without having the adverse effect referred to above, the securities requested to be included in such registration by the Holders and other Persons entitled to participate in such registration (provided that if the number of such securities, in combination with the securities of such other Person and the securities of the Company to be included in such registration, exceeds the number which the Company has been advised by the underwriter can be sold in such offering without having the adverse effect referred to above, the number of such securities included in such registration shall be allocated pro rata among all such Holders and other Persons on the basis of the number of securities that each the Holders and the other Persons has individually requested to be included in such registration relative to the aggregate number of securities that all requesting Holders and other Persons have so requested).

Priority in Piggyback Registrations. If a registration pursuant to Section 2.2 hereof involves an underwritten offering and the ----------------------------------- Underwriters' Representative or Agent shall advise managing underwriter advises the Company in writing (with a copy to each Selling Holder) that, in its opinion, marketing factors require a limitation of the amount of securities to be underwritten (including Registrable Securities) because the amount of securities to be underwritten is likely to have an adverse effect on the price, timing or distribution of the securities to be offered, in such offering as contemplated by the Company (other than the Registrable Securities), then, (i) in the case such registration is being made pursuant to NASD’s registration demand rights under Section 1.1 of the Investor Rights Agreement, dated as of February 20, 2002, between the Company and NASD as in effect on the date of this Agreement (but without giving effect to any amendment, supplement or other modification of such agreement after the date hereof), the Company will include in such registration (A) first, 100% of the securities NASD proposes to sell and (B) second, to the extent that the amount of securities requested to be involved in such registration pursuant to Section 2.2 hereof can, in the opinion of such managing underwriter, be sold without having the materially adverse effect referred to above, the amount of Registrable Securities (on an as converted basis) which the Holders have requested to be included in such registration and the securities to be offered by the Company, if any, such amount to be allocated pro rata among all requesting Holders and the Company on the basis of the amount of securities requested by such Holders and the Company in such registration, and (ii) otherwise (A) first, 100% of the securities the Company proposes to sell, (B) second, to the extent that the amount of Registrable Securities requested to be included in such registration pursuant to Section 2.2 hereof can, in the opinion of such managing underwriter, be sold without having the materially adverse effect referred to above, the amount of Registrable Securities (on an as converted basis) which the Holders have requested to be included in such registration, such amount to be allocated pro rata among all requesting Holders on the basis of the amount of Registrable Securities (on an as converted basis) then held by each such Holder (provided that any amount thereby allocated to any such Holder that exceed such Holder’s request will be reallocated among the remaining requesting Holders in like manner) and (C) third, to the extent that the amount of securities requested to be included in such offering (whether by registration can, in the Companyopinion of such managing underwriter, be sold without having the materially adverse effect referred to above, the Selling Holders or other holders of securities) exceeds the amount which can be offered and sold in such offering within a price range acceptable to the Company, then the Company shall include in such registration only that amount of securities which the Company is so advised can be offered and sold in the offering as follows: (i) first, all securities proposed by the Company to be sold for its own account; (ii) second, Registrable Securities of each Selling Holder that has properly requested that its Registrable Securities be included in such registration and that is an "underwriter" or an "affiliate" of the Company (such determination to be made by such Selling Holders upon the advice of counsel communicated in writing to the Company) in an amount sufficient to include all the Registrable Securities being offered for sale by such Selling Holder or an amount sufficient to reduce the amount of such Selling Holder's Registrable Securities held by it after any other Person which have the offering to a level that would cause such Selling Holder to no longer be an "underwriter" or an "affiliate" of the Company, whichever amount is less; (iii) third, such Registrable Securities (that have not theretofore been included in such registration statement pursuant to clause (ii) of this Section 3.2) requested right to be included in such registration statement by each Selling Holder, pro rata on the basis of the amount of such securities held by each such Selling Holder; and (iv) fourth, all other securities of the Company duly requested to be included in such registration statementregistration.

Priority in Piggyback Registrations. If a requested registration pursuant to this Section 3(a) involves an underwritten offering and the ----------------------------------- Underwriters' Representative or Agent shall advise managing underwriter advises the Company in writing (with a copy to each Selling Holder) that, in its opinion, the amount number of securities requested to be included in such offering registration (whether by including securities of the Company, the Selling Holders or other holders of securitiesCompany which are not Registrable Securities) exceeds the amount which number that can be offered and sold in such offering within at a price range acceptable to the CompanyCompany or is such as to adversely affect the success of the offering, then the Company shall will be required to include in such registration only that the amount of securities which the Company it is so advised can should be offered and sold included in such registration. In such event, securities shall be registered in such offering in the offering as followsfollowing order of priority: (i) firstFIRST, all the securities proposed which the Company proposes to register and, if any, Other Securities of any Initiating Holder, (ii) SECOND, provided that no securities sought to be included by the Company to be sold for its own account; (ii) secondand any Initiating Holder, Registrable Securities of each Selling Holder that has properly requested that its Registrable Securities be included in if any, have been excluded from such registration and that is an "underwriter" or an "affiliate" of the Company (such determination to be made by such Selling Holders upon the advice of counsel communicated in writing to the Company) in an amount sufficient to include all registration, the Registrable Securities being offered for sale by such Selling Holder or an amount sufficient to reduce the amount of such Selling Holder's Registrable Securities held by it after the offering to a level that would cause such Selling Holder to no longer be an "underwriter" or an "affiliate" of the Company, whichever amount is less; (iii) third, such Registrable Securities (that which have not theretofore been included in such registration statement pursuant to clause (ii) of this Section 3.2) requested to be included in such registration statement by each Selling Holder, the Holders pursuant to this Agreement and the Other Securities of Other Holders entitled to exercise "piggy-back" registration rights pursuant to contractual commitments of the Company existing on the date hereof (such securities to be allocated pro rata based on the basis of the amount of Registrable Securities and Other Securities sought to be registered by such securities held by each such Selling Holder; Holders and Other Holders) and (iviii) fourthTHIRD, all other provided that no securities sought to be included by the Holders or Other Holders referred to in clause (ii) above have been excluded from such registration, the Other Securities of Other Holders entitled to exercise "piggy-back" registration rights pursuant to contractual commitments of the Company duly not existing on the date hereof (pro rata based on the amount of securities sought to be registered by such Other Holders). If, as a result of the provisions of this Section 3(a)(iii), any selling Holder shall not be entitled to include all Registrable Securities in a registration that such selling Holder has requested to be included included, such selling Holder may elect to withdraw his request to include Registrable Securities in such registration statementregistration.

Priority in Piggyback Registrations. (a) If at any time following an IPO Event the ----------------------------------- Underwriters' Representative Company proposes to effect another Registration in connection with an underwritten offering (other than any Registration pursuant to the exercise of any of the demand registration rights referred to in Section 9.1 hereof or Agent shall any demand registration rights which specify a priority for "piggyback" registration rights which is the same as set forth in Section 9.3(b) below (such latter form of demand registration rights, the "Permitted Demand Registration Rights")), including any Registration for the Company's account, and the managing underwriter(s) advise the Company in writing (with a copy to each Selling Holder) that, in its opinionor their judgement, the amount number of shares of equity securities requested to be included in such offering of the Company (whether by including all shares of Registrable Securities) which the Company, the Selling Holders or Stockholders and any other holders of securities) persons intend to include in such Registration exceeds the amount largest number of securities which can be offered and sold in without having an adverse effect on such offering within a offering, including the price range acceptable to the Companyat which such securities can be sold, then the Company shall include in such registration only that amount of securities which the Company is so advised can be offered and sold in the offering as followsRegistration: (i) first, all securities proposed by the Company proposes to be sold sell for its own account; account (the "Company Securities"), (ii) second, Registrable to the extent that the number or dollar amount of the Company Securities to be offered by the Company is less than the number of each Selling Holder shares of securities which the Company has been advised can be sold in such offering without having the adverse effect referred to above, the number of Piggyback Securities requested to be sold by any Stockholder who is a member of the Windward Group or a Management Stockholder (provided that if the number of the Company Securities and Piggyback Securities exceeds the number of shares of securities which the Company has properly requested that its Registrable been advised can be sold in such offering without having the adverse effect referred to above, the number of such Piggyback Securities to be included in such registration and that is an "underwriter" or an "affiliate" offering shall be allocated pro rata among all holders of such Piggyback Securities on the basis of the Company (such determination to be made by such Selling Holders upon the advice of counsel communicated in writing to the Company) in an amount sufficient to include all the Registrable Securities being offered for sale by such Selling Holder relative number or an amount sufficient to reduce the amount of Piggyback Securities each such Selling Holder's Registrable Securities held by it after the offering to a level that would cause such Selling Holder to no longer be an "underwriter" or an "affiliate" of the Company, whichever amount is less; (iii) third, such Registrable Securities (that have not theretofore been included in such registration statement pursuant to clause (ii) of this Section 3.2) holder has requested to be included in such registration statement by each Selling HolderRegistration), pro rata on and (iii) third, to the basis extent that the number of the amount of such securities Company Securities and Piggyback Securities held by each such Selling Holder; and (iv) fourth, all other Stockholders is less than the number of shares of securities of which the Company duly has been advised can be sold in such offering without having the adverse effect referred to above, the equity securities requested to be included sold for the account of any other persons (allocated among the persons holding such other securities in such registration statementproportions as such persons and the Company may agree).

Priority in Piggyback Registrations. If Notwithstanding anything in ----------------------------------- Section 2.2.1 above to the ----------------------------------- Underwriters' Representative or Agent contrary, if the managing underwriter of any underwritten Public Offering shall advise inform the Company in writing (with a copy to each Selling Holder) that, in by letter of its opinion, belief that the amount number or type of securities Registrable Securities requested to be included in such offering registration would materially and adversely affect such Public Offering, then the Company shall promptly notify the Stockholders of such fact. If the managing underwriter does not agree to include all (whether or such lesser amount as the Stockholders shall, in their discretion, agree to) of the number of the Registrable Securities initially requested by the Company, the Selling Holders or other holders of securities) exceeds the amount which can Stockholders to be offered and sold included in such offering within a price range acceptable to the Companyregistration, then the Company shall include in such registration only that amount registration, to the extent of securities the number and type which the Company is so advised can be offered and sold in (or during the offering as follows: (itime of) such Public Offering first, all securities proposed by the Company to be sold for its own account; (ii) , if the Company initiated such registration, or by the holder of securities who initiated such demand registration, if any, second, Registrable Securities of for each Selling Holder that has properly requested that its Registrable Securities be included in such registration and that is an "underwriter" or an "affiliate" of the Company Stockholders, Xxxxxxx Xxxxx Securities Incorporated, SmithKline Xxxxxxx Corporation (and its affiliates), Exigent Partners, L.P., and those individuals who were granted registration rights pursuant to the same agreement as Exigent Partners, L.P. (and the respective successors and assigns of any of the foregoing), other than the holder of the securities who initiated such determination demand registration, if any, the fraction of such holder's securities proposed to be made registered which is obtained by such Selling Holders upon dividing (i) the advice of counsel communicated in writing to the Company) in an amount sufficient to include all the Registrable Securities being offered for sale by such Selling Holder or an amount sufficient to reduce the amount of such Selling Holder's Registrable Securities held by it after the offering to a level that would cause such Selling Holder to no longer be an "underwriter" or an "affiliate" number of the Company, whichever amount is less; (iii) third, such Registrable Securities (that have not theretofore been included in such registration statement pursuant to clause (ii) of this Section 3.2) requested to be included in such registration statement by each Selling Holder, pro rata on the basis of the amount of such securities held by each such Selling Holder; and (iv) fourth, all other securities of the Company duly requested that such holder proposes to be included include in such registration statementby (ii) the total number of securities proposed to be sold in such Public Offering by such holders, and third, for each remaining holder of the Company's securities, other than the holder of the securities who initiated such demand registration and the holders listed above, if any, the fraction of such holder's securities proposed to be registered which is obtained by dividing (i) the number of the securities of the Company that such holder proposes to include in such registration by (ii) the total number of securities proposed to be sold in such Public Offering by such holders.

Priority in Piggyback Registrations. If (i) a registration pursuant to this Section 5.2 involves an ----------- underwritten offering of the ----------------------------------- Underwriters' Representative securities so being registered, whether or Agent not for sale for the account of the Company, to be distributed (on a firm commitment basis) by or through one or more underwriters of recognized standing under underwriting terms appropriate for such a transaction, (ii) the Registrable Securities and/or other Common Stock so requested to be registered for sale for the account of holders of Registrable Securities and/or other Common Stock are not also to be included in such underwritten offering (because the Company has not been requested so to include such Registrable Securities and/or other Common Stock pursuant to Section 5.4(b)) and (iii) the managing underwriter of such ------------- underwritten offering shall advise inform the Company in writing (with a copy to each Selling Holder) that, in of its opinion, belief that the amount number of securities requested to be included in such offering (whether by the Company, the Selling Holders or other holders of securities) registration exceeds the amount number which can be offered and sold in (or during the time of) such offering within a without adversely affecting the price range acceptable to the Companybe received thereon, then the Company shall will include in such registration only that amount registration, to the extent of securities the number which the Company is so advised can be offered and sold in (or during the offering as follows: (itime of) such offering, first, all securities proposed by the Company to be sold for its own account; account or all securities (iiother than Registrable Securities) second, Registrable Securities of each Selling Holder that has properly requested that its Registrable Securities proposed by the Company to be included in such registration and that is an "underwriter" or an "affiliate" sold for the account of the holders thereof who requested and were entitled to have the Company (use its reasonable best efforts to effect such determination to be made by such Selling Holders upon registration, as the advice of counsel communicated in writing to the Company) in an amount sufficient to include all the Registrable Securities being offered for sale by such Selling Holder or an amount sufficient to reduce the amount of such Selling Holder's Registrable Securities held by it after the offering to a level that would cause such Selling Holder to no longer be an "underwriter" or an "affiliate" of the Company, whichever amount is lesscase may be; (iii) thirdsecond, such Registrable Securities (that have not theretofore been included in such other than Founder Shares, and any securities having registration statement pursuant to clause (ii) of this Section 3.2) rights on a par with the Registrable Securities requested to be included in such registration statement by each Selling Holder, pro rata on the basis -------- of the amount number of shares of such securities held by each such Selling Holder; Registrable Securities and (iv) fourth, all other securities of on a par with the Company duly Registrable Securities so proposed to be sold and so requested to be included; third, Founder Shares requested to be included in such registration; fourth, other Common Stock requested to be included in such registration; and, fifth, Primary Shares, if the Company has not undertaken such registration statementto sell securities for its own account in the first instance.

Priority in Piggyback Registrations. If a registration pursuant to this Section 1.03 involves an underwritten offering and a majority of the ----------------------------------- Underwriters' Representative or Agent joint lead bookrunning underwriters shall advise the Company in writing (with a copy to each Selling Holder) that, in its opiniontheir good faith view (based primarily upon prevailing market conditions), the amount number of securities requested to be included in such offering (whether by including all Registrable Securities) which the Company, the Selling Holders or and any other holders of securities) exceeds the amount which can be offered and sold in such offering within a price range acceptable Persons intend to the Company, then the Company shall include in such registration only exceeds the largest number of securities which can be sold without having a significant negative effect on the price at which such securities can be sold in such offering, the Company will include in such registration in the following order: (i) all the Priority Securities (including any to be sold for the Company’s own account or for other holders of Priority Securities (other than for the account of any Holders)), on a pro rata basis, and (ii) to the extent that amount the number of securities which the Company proposes to sell for its own account or for other holders of Priority Securities pursuant to Section 1.03(a) is so less than the number of securities which the Company has been advised can be offered and sold in such offering without having the offering as follows: (i) firstnegative effect referred to above, all securities proposed by the Company to be sold for its own account; (ii) second, Registrable Securities of each Selling Holder that has properly requested that its Registrable Securities be included in such registration and that is an "underwriter" or an "affiliate" of the Company (such determination to be made by such Selling Holders upon the advice of counsel communicated in writing to the Company) in an amount sufficient to include all the Registrable Securities being offered for sale by such Selling Holder or an amount sufficient to reduce the amount of such Selling Holder's Registrable Securities held by it after the offering to a level that would cause such Selling Holder to no longer be an "underwriter" or an "affiliate" of the Company, whichever amount is less; (iii) third, such Registrable Securities (that have not theretofore been included in such registration statement pursuant to clause (ii) of this Section 3.2) requested to be included in such registration statement by each Selling Holderthe Holders pursuant to Section 1.03(a) (provided, pro rata on however, that if the basis number of the amount of such securities held by each such Selling Holder; and (iv) fourth, all other securities of the Company duly Registrable Securities requested to be included in such registration statementby the Holders pursuant to Section 1.03(a), together with the number of Priority Securities to be included in such registration pursuant to clause (i) of this Section 1.03(b), exceeds the number which the Company has been advised can be sold in such offering without having the negative effect referred to above, the number of such Registrable Securities requested to be included in such registration by the Holders pursuant to Section 1.03(a) shall be allocated first, to Universal on the basis of the shares of Registrable Securities Universal has requested to be included in such registration and second, pro rata among all such other requesting Holders on the basis of the number of Registrable Securities each such other Holder has requested to be included in such registration).

Priority in Piggyback Registrations. If (i) a registration pursuant to this Section 5.2 involves an underwritten offering of the ----------------------------------- Underwriters' Representative securities so being registered, whether or Agent not for sale for the account of the Company, to be distributed (on a firm commitment basis) by or through one or more underwriters of recognized standing under underwriting terms appropriate for such a trans action, (ii) the Registrable Securities and/or other Common Stock so requested to be registered for sale for the account of holders of Registrable Securities and/or other Common Stock are not also to be included in such underwritten offering (because the Company has not been requested so to include such Registrable Securities and/or other Common Stock pursuant to Section 5.4(b)) 12 16 and (iii) the managing underwriter of such underwritten offering shall advise inform the Company in writing (with a copy to each Selling Holder) that, in of its opinion, belief that the amount number of securities requested to be included in such offering (whether by the Company, the Selling Holders or other holders of securities) registration exceeds the amount number which can be offered and sold in (or during the time of) such offering within a without adversely affecting the price range acceptable to the Companybe received thereon, then the Company shall will include in such registration only that amount registration, to the extent of securities the number which the Company is so advised can be offered and sold in (or during the offering as follows: (itime of) such offering, first, all securities proposed by the Company to be sold for its own account; (ii) second, such Registrable Securities of each Selling Holder that has properly requested that its Registrable Securities be included in such Securities, and any securities having registration and that is an "underwriter" or an "affiliate" of the Company (such determination to be made by such Selling Holders upon the advice of counsel communicated in writing to the Company) in an amount sufficient to include all rights on a par with the Registrable Securities being offered for sale by such Selling Holder or an amount sufficient to reduce the amount of such Selling Holder's Registrable Securities held by it after the offering to a level that would cause such Selling Holder to no longer be an "underwriter" or an "affiliate" of the Company, whichever amount is less; (iii) third, such Registrable Securities (that have not theretofore been included in such registration statement pursuant to clause (ii) of this Section 3.2) requested to be included in such registration statement by each Selling Holder, pro rata on the basis of the amount number of shares of such securities held by each such Selling Holder; Registrable Securities, and (iv) fourth, all other securities of on a par with the Company duly Registrable Securities so proposed to be sold and so requested to be included; third, other Common Stock requested to be included in such registration; and, fourth, Primary Shares, if the Company has not undertaken such registration statementto sell securities for its own account in the first instance.

Priority in Piggyback Registrations. (a) If at any time following an IPO Event the ----------------------------------- Underwriters' Representative or Agent shall Company proposes to effect another Registration in connection with an underwritten offering (other than any Registration pursuant to the exercise of any of the demand registration rights referred to in Section 7.1 hereof), including any Registration for the Company’s account, and the managing underwriter(s) advise the Company in writing (with a copy to each Selling Holder) that, in its opinionor their judgement, the amount number of shares of equity securities requested to be included in such offering of the Company (whether by including all shares of Registrable Securities) which the Company, the Selling Holders or Stockholders and any other holders of securities) persons intend to include in such Registration exceeds the amount largest number of securities which can be offered and sold in without having an adverse effect on such offering within a offering, including the price range acceptable at which such securities can be sold, the Company shall, subject to the Companylimitations set forth in Article VI of the Warrant Agreement, then the Company shall include in such registration only that amount of securities which the Company is so advised can be offered and sold in the offering as followsRegistration: (i) first, all securities proposed by the Company proposes to be sold sell for its own account; account (the “Company Securities”), (ii) second, Registrable Securities of each Selling Holder to the extent that has properly requested that its Registrable Securities be included in such registration and that is an "underwriter" the number or an "affiliate" dollar amount of the Company (such determination Securities to be made offered by the Company is less than the number of shares of securities which the Company has been advised can be sold in such Selling Holders upon offering without having the advice adverse effect referred to above, the number of counsel communicated in writing Piggyback Securities requested to the Company) in an amount sufficient to include all the Registrable Securities being offered for sale be sold by such Selling Holder or an amount sufficient to reduce the amount of such Selling Holder's Registrable Securities held by it after the offering to a level that would cause such Selling Holder to no longer be an "underwriter" or an "affiliate" of the CompanyCEP, whichever amount is less; (iii) third, such Registrable to the extent that the number of Company Securities and Piggyback Securities in clauses (that have not theretofore been included in such registration statement pursuant to clause i) and (ii) above is less than the number of shares of securities which the Company has been advised can be sold in such offering without having the adverse effect referred to above, the number of Piggyback Securities requested to be sold by any other Stockholder (provided that if the number of the Company Securities and Piggyback Securities exceeds the number of shares of securities which the Company has been advised can be sold in such offering without having the adverse effect referred to above, the number of such Piggyback Securities to be included pursuant to this Section 3.2clause (iii) shall be allocated pro rata among all such requesting other Stockholders of such Piggyback Securities on the basis of the relative number or amount of Piggyback Securities each such holder has requested to be included in such registration statement by each Selling HolderRegistration), pro rata on the basis of the amount of such securities held by each such Selling Holder; and (iv) fourth, all other to the extent that the number of Company Securities and Piggyback Securities held by Stockholders is less than the number of shares of securities of which the Company duly has been advised can be sold in such offering without having the adverse effect referred to above, the equity securities requested to be included sold for the account of any other persons (allocated among the persons holding such other securities in such registration statementproportions as such persons and the Company may agree).

Priority in Piggyback Registrations. (a) If at any time following an IPO Event the ----------------------------------- Underwriters' Representative Company proposes to effect another Registration in connection with an underwritten offering (other than any Registration pursuant to the exercise of any of the demand registration rights referred to in Section 9.1 hereof or Agent shall any demand registration rights which specify a priority for "piggyback" registration rights which is the same as set forth in Section 9.3(b) below (such latter form of demand registration rights, the "Permitted Demand Registration Rights")), including any Registration for the Company's account, and the managing underwriter(s) advise the Company in writing (with a copy to each Selling Holder) that, in its opinionor their judgment, the amount number of shares of equity securities requested to be included in such offering of the Company (whether by including all shares of Registrable Securities) which the Company, the Selling Holders or Shareholders and any other holders of securities) persons intend to include in such Registration exceeds the amount largest number of securities which can be offered and sold in without having an adverse effect on such offering within a offering, including the price range acceptable to the Companyat which such securities can be sold, then the Company shall include in such registration only that amount of securities which the Company is so advised can be offered and sold in the offering as followsRegistration: (i) first, all securities proposed by the Company proposes to be sold sell for its own account; account (the "Company Securities"), (ii) second, Registrable Securities of each Selling Holder to the extent that has properly requested that its Registrable Securities be included in such registration and that is an "underwriter" the number or an "affiliate" dollar amount of the Company (such determination Securities to be made offered by the Company is less than the number of shares of securities which the Company has been advised can be sold in such Selling Holders upon offering without having the advice adverse effect referred to above, the number of counsel communicated in writing Piggyback Securities requested to be sold by any Shareholder who is a member of the Company) in an amount sufficient to include all Windward Group (pro rata among the Registrable Securities being offered for sale by such Selling Holder or an amount sufficient to reduce entities that comprise the amount Windward Group based on the number of such Selling Holder's Registrable Securities shares of Company Common Stock held by it after the offering to a level that would cause each such Selling Holder to no longer be an "underwriter" or an "affiliate" of the Companyentity), whichever amount is less; (iii) third, to the extent that the number or dollar amount of the Company Securities and Piggyback Securities held by the Windward Group is less than the number of shares of securities which the Company has been advised can be sold in such Registrable offering without having the adverse effect referred to above, the equity securities requested to be sold by any Shareholder who is a Majority Roll-Over Shareholder (provided that if the number of the Company Securities (that have not theretofore and Piggyback Securities exceeds the number of shares of securities which the Company has been advised can be sold in such offering without having the adverse effect referred to above, the number of such Piggyback Securities owned by the Majority Roll-Over Shareholders to be included in such registration statement pursuant to clause (ii) offering shall be allocated pro rata among all Majority Roll-Over Shareholders owning such Piggyback Securities on the basis of this Section 3.2) the relative number or amount of Piggyback Securities each such holder has requested to be included in such registration statement by each Selling HolderRegistration), pro rata on the basis of the amount of such securities held by each such Selling Holder; and (iv) fourth, all other to the extent that the number of Company Securities and Piggyback Securities held by Shareholders is less than the number of shares of securities of which the Company duly has been advised can be sold in such offering without having the adverse effect referred to above, the equity securities requested to be included sold for the account of any other persons (allocated among the persons holding such other securities in such registration statementproportions as such persons and the Company may agree).

Priority in Piggyback Registrations. (a) If at any time following an IPO Event the ----------------------------------- Underwriters' Representative Company proposes to effect another Registration in connection with an underwritten offering (other than any Registration pursuant to the exercise of any of the demand registration rights referred to in Section 9.1 hereof or Agent shall any demand registration rights which specify a priority for “piggyback” registration rights which is the same as set forth in Section 9.3(b) below (such latter form of demand registration rights, the “Permitted Demand Registration Rights”)), including any Registration for the Company’s account, and the managing underwriter(s) advise the Company in writing (with a copy to each Selling Holder) that, in its opinionor their judgement, the amount number of shares of equity securities requested to be included in such offering of the Company (whether by including all shares of Registrable Securities) which the Company, the Selling Holders or Stockholders and any other holders of securities) persons intend to include in such Registration exceeds the amount largest number of securities which can be offered and sold in without having an adverse effect on such offering within a offering, including the price range acceptable to the Companyat which such securities can be sold, then the Company shall include in such registration only that amount of securities which the Company is so advised can be offered and sold in the offering as followsRegistration: (i) first, all securities proposed by the Company proposes to be sold sell for its own account; account (the “Company Securities”), (ii) second, Registrable to the extent that the number or dollar amount of the Company Securities to be offered by the Company is less than the number of each Selling Holder shares of securities which the Company has been advised can be sold in such offering without having the adverse effect referred to above, the number of Piggyback Securities requested to be sold by any Stockholder who is a member of the Windward Group or a Management Stockholder (provided that if the number of the Company Securities and Piggyback Securities exceeds the number of shares of securities which the Company has properly requested that its Registrable been advised can be sold in such offering without having the adverse effect referred to above, the number of such Piggyback Securities to be included in such registration and that is an "underwriter" or an "affiliate" offering shall be allocated pro rata among all holders of such Piggyback Securities on the basis of the Company (such determination to be made by such Selling Holders upon the advice of counsel communicated in writing to the Company) in an amount sufficient to include all the Registrable Securities being offered for sale by such Selling Holder relative number or an amount sufficient to reduce the amount of Piggyback Securities each such Selling Holder's Registrable Securities held by it after the offering to a level that would cause such Selling Holder to no longer be an "underwriter" or an "affiliate" of the Company, whichever amount is less; (iii) third, such Registrable Securities (that have not theretofore been included in such registration statement pursuant to clause (ii) of this Section 3.2) holder has requested to be included in such registration statement by each Selling HolderRegistration), pro rata on and (iii) third, to the basis extent that the number of the amount of such securities Company Securities and Piggyback Securities held by each such Selling Holder; and (iv) fourth, all other Stockholders is less than the number of shares of securities of which the Company duly has been advised can be sold in such offering without having the adverse effect referred to above, the equity securities requested to be included sold for the account of any other persons (allocated among the persons holding such other securities in such registration statementproportions as such persons and the Company may agree).

Priority in Piggyback Registrations. If a registration pursuant to Section 2(a) involves an underwritten offering of the ----------------------------------- Underwriters' Representative securities so being registered, whether or Agent shall advise not for sale for the account of the Company, and the Managing Underwriter advises the Company in writing (with a copy to each Selling Holder) that, in its opinionsuch firm’s good faith view, the amount inclusion of securities all or a part of such Registrable Securities in such registration would be likely to have a significant adverse effect upon the price, timing or distribution of the offering and sale of the Other Securities then contemplated, the Company shall (x) provide Notice to each of the Holders whose Registrable Securities have been requested to be included therein of such communication from the Managing Underwriter, and of the effect thereof on the ability of such Holders to include their Registrable Securities in such offering registration and (whether by the Company, the Selling Holders or other holders of securitiesy) exceeds the amount which can be offered and sold in such offering within a price range acceptable to the Company, then the Company shall include in such registration only that amount of securities which the Company is so advised can be offered and sold in the offering as followsregistration: (i) first, all securities proposed by Other Securities the Company proposes to be sold sell for its own account; , (ii) second, and only if all the securities referred to in clause (i) have been included, the number of Registrable Securities which, in the good faith view of each Selling Holder the Managing Underwriter, can be so sold without so adversely affecting such offering, with such number to be allocated pro rata among the Holders that has properly have requested that its to participate in such registration on the basis of the relative number of Registrable Securities requested to be included therein then held by each such Holder (with any number in excess of a Holder’s request being reallocated among the requesting Holders in a like manner); provided further that if such Managing Underwriter advises the Company in writing that less than all of such Registrable Securities should be included in such offering, each of such Holders may withdraw their request for registration and that is an "underwriter" or an "affiliate" of the Company (such determination to be made by such Selling Holders upon the advice of counsel communicated in writing to the Company) in an amount sufficient to include all the their Registrable Securities being offered for sale by such Selling Holder or an amount sufficient to reduce the amount of such Selling Holder's Registrable Securities held by it after the offering to a level that would cause such Selling Holder to no longer be an "underwriter" or an "affiliate" of the Company, whichever amount is less; under Section 2(a) and (iii) third, such and only if all of the Registrable Securities referred to in clause (that ii) have not theretofore been included in such registration statement pursuant to clause (ii) of this Section 3.2) requested to be included registration, any other securities eligible for inclusion in such registration statement by each Selling Holderregistration, pro rata on if any, which, in the basis of the amount good faith view of such securities held by each Managing Underwriter, can be so sold without so adversely affecting such Selling Holder; and (iv) fourth, all other securities of offering in the Company duly requested to be included in such registration statementmanner described above.

Priority in Piggyback Registrations. If Notwithstanding ----------------------------------- anything in Section 2.2.1 above to the ----------------------------------- Underwriters' Representative or Agent contrary and except as provided in Section 2.1.7, if the managing underwriter of any underwritten offering shall advise inform the Company in writing (with a copy to each Selling Holder) that, in by letter of its opinion, belief that the amount number or type of securities Registrable Securities requested to be included in such offering registration would materially and adversely affect such offering, then the Company shall promptly notify Le Bihan of such fact. If the managing underwriter does not agree to include all (whether or such lesser amount as Le Bihan shall, in his sole discretion, agree to) of the number of the Registrable Securities initially requested by the Company, the Selling Holders or other holders of securities) exceeds the amount which can Le Bihan to be offered and sold included in such offering within a price range acceptable to the Companyregistration, then the Company shall include in such registration only that amount registration, to the extent of securities the number and type which the Company is so advised can be offered and sold in (or during the time of) such offering as follows: (i) first, all ----- securities proposed by the Company to be sold for its own account; (ii) , if the Company initiated such registration, or by the holder of securities who initiated such demand registration, if any, second, Registrable Securities for each of each Selling Holder that has properly requested that its Registrable Securities Le Bihan, and ------ any other holder of securities entitled to be included in such registration and that is an "underwriter" or an "affiliate" included, other than the holder(s) of the Company (securities who initiated such determination demand registration, if any, the fraction of such holder's securities proposed to be made registered which is obtained by such Selling Holders upon dividing (i) the advice of counsel communicated in writing to the Company) in an amount sufficient to include all the Registrable Securities being offered for sale by such Selling Holder or an amount sufficient to reduce the amount of such Selling Holder's Registrable Securities held by it after the offering to a level that would cause such Selling Holder to no longer be an "underwriter" or an "affiliate" number of the Company, whichever amount is less; (iii) third, such Registrable Securities (that have not theretofore been included in such registration statement pursuant to clause (ii) of this Section 3.2) requested to be included in such registration statement by each Selling Holder, pro rata on the basis of the amount of such securities held by each such Selling Holder; and (iv) fourth, all other securities of the Company duly requested that such holder proposes to be included include in such registration statementby (ii) the total number of securities proposed to be sold in such offering by such holders, and third, for each ----- remaining holder of the Company's securities, other than the holder of the securities who initiated such demand registration and the holders listed above, if any, the fraction of such holder's securities proposed to be registered which is obtained by dividing (i) the number of the securities of the Company that such holder proposes to include in such registration by (ii) the total number of securities proposed to be sold in such offering by such holders.

Priority in Piggyback Registrations. If a registration pursuant to this Section 2.1 involves an underwritten offering and the ----------------------------------- Underwriters' Representative or Agent shall advise managing underwriter advises the Company in writing (with a copy of which shall be provided to each Selling Holderthe Holders) that, in its opinion, the amount number of securities Registrable Securities and other Securities requested to be included in such offering (whether by the Company, the Selling Holders or other holders of securities) registration exceeds the amount number which can be offered and sold in such offering within offering, so as to be likely to have a price range acceptable to material and adverse effect on the Companyprice, timing or distribution of the Securities offered in such offering, then the Company shall will include in (A) any such registration only that amount of securities which initiated by the Company is so advised can be offered and sold in or other holder of Securities (other than the offering as follows: BX Holders): (i) first, all securities proposed by the Securities the Company proposes to be sold sell for its own account; (ii) second, Registrable Securities of each Selling Holder that has properly requested that its Registrable Securities be included in such registration and that is an "underwriter" or an "affiliate" on a pro rata basis, on the basis of the Company (such determination to be made by such Selling Holders upon the advice number of counsel communicated in writing to the Company) in an amount sufficient to include all the Registrable Securities being offered for sale by such Selling Holder or an amount sufficient to reduce the amount of such Selling Holder's Registrable Securities held by it after the offering to a level that would cause such Selling Holder to no longer be an "underwriter" or an "affiliate" of the Company, whichever amount is less; (iii) third, such Registrable Securities (that have not theretofore been included in such registration statement pursuant to clause (ii) of this Section 3.2) requested to be included in such registration statement by each Selling Holder, pro rata on the basis of the amount of such securities held by each such Selling Holderholder, the Securities requested to be included in such registration by BX Holders pursuant to the BX Registration Rights Agreement and the Registrable Securities requested to be included in such registration by the Holders; and (iii) third, such other Securities entitled to include Securities in such registration and the holders of which submitted a proper request for inclusion in such registration; and (B) any such registration initiated by the BX Holders pursuant to the BX Registration Rights Agreement: (i) first, the Securities the Company proposes to sell for its own account; (ii) second, the Securities requested to be included in such registration by BX Holders pursuant to the BX Registration Rights Agreement; (iii) third, the Securities requested to be included in such registration by Holders of Registrable Securities; and (iv) fourth, all such other securities Securities entitled to include Securities in such registration and the holders of which submitted a proper request for inclusion in such registration. Any other selling holders of the Company duly requested Company’s Securities (other than transferees to whom a Holder has assigned its rights under this Agreement) will be included in an underwritten offering only with the consent of Holders holding a majority of the shares being sold in such registration statementoffering.

Priority in Piggyback Registrations. If Notwithstanding anything in ----------------------------------- Section 2.2.1 above to the ----------------------------------- Underwriters' Representative or Agent contrary, if the managing underwriter of any underwritten offering shall advise inform the Company in writing (with a copy to each Selling Holder) that, in by letter of its opinion, belief that the amount number or type of securities Registrable Securities requested to be included in such offering registration would materially and adversely affect such offering, then the Company shall promptly notify the Placement Agent of such fact. If the managing underwriter does not agree to include all (whether or such lesser amount as the Placement Agent shall, in their discretion, agree to) of the number of the Registrable Securities initially requested by the Company, the Selling Holders or other holders of securities) exceeds the amount which can Placement Agent to be offered and sold included in such offering within a price range acceptable to the Companyregistration, then the Company shall include in such registration only that amount registration, to the extent of securities the number and type which the Company is so advised can be offered and sold in (or during the time of) such offering as follows: (i) first, all securities proposed by the Company to be sold for its own account; (ii) , if the Company initiated such registration, or by the holder of securities who initiated such demand registration, if any, second, Registrable Securities for Placement Agent, Exigent Partners, L.P., such members of each Selling Holder that has properly requested that management who have been provided with registration rights pursuant to the agreement in which the Company provided registration rights to Exigent Partners, L.P., SmithKline Xxxxxxx Corporation (and its Registrable Securities be included in such registration affiliates), and that is an "underwriter" or an "affiliate" the purchasers of Common Stock offered pursuant to the Memorandum (and the respective successors and assigns of any of the Company (foregoing), other than the holder of the securities who initiated such determination demand registration, if any, the fraction of such holder's securities proposed to be made registered which is obtained by such Selling Holders upon dividing (I) the advice of counsel communicated in writing to the Company) in an amount sufficient to include all the Registrable Securities being offered for sale by such Selling Holder or an amount sufficient to reduce the amount of such Selling Holder's Registrable Securities held by it after the offering to a level that would cause such Selling Holder to no longer be an "underwriter" or an "affiliate" number of the Company, whichever amount is less; (iii) third, such Registrable Securities (that have not theretofore been included in such registration statement pursuant to clause (ii) of this Section 3.2) requested to be included in such registration statement by each Selling Holder, pro rata on the basis of the amount of such securities held by each such Selling Holder; and (iv) fourth, all other securities of the Company duly requested that such holder proposes to be included include in such registration statementby (ii) the total number of securities proposed to be sold in such offering by such holders, and third, for each remaining holder of the Company's securities, other than the holder of the securities who initiated such demand registration and the holders listed above, if any, the fraction of such holder's securities proposed to be registered which is obtained by dividing (I) the number of the securities of the Company that such holder proposes to include in such registration by (ii) the total number of securities proposed to be sold in such offering by such holders.

Priority in Piggyback Registrations. If a registration pursuant to Section 2(a) involves an underwritten offering of the ----------------------------------- Underwriters' Representative securities so being registered, whether or Agent shall advise not for sale for the account of the Company, and the Managing Underwriter advises the Company in writing (with a copy to each Selling Holder) that, in its opinionsuch firm’s good faith view, the amount inclusion of securities all or a part of such Registrable Securities in such registration would be likely to have an adverse effect upon the price, timing or distribution of the offering and sale of the Other Securities then contemplated, the Company shall (x) provide Notice to each of the Holders whose Registrable Securities have been requested to be included therein of such communication from the Managing Underwriter, and of the effect thereof on the ability of such Holders to include their Registrable Securities in such offering registration and (whether by the Company, the Selling Holders or other holders of securitiesy) exceeds the amount which can be offered and sold in such offering within a price range acceptable to the Company, then the Company shall include in such registration only that amount of securities which the Company is so advised can be offered and sold in the offering as followsregistration: (i) first, all securities proposed by Other Securities the Company proposes to be sold sell for its own account; account (“Company Securities”), and (ii) second, up to the full number of Registrable Securities held by Holders and the full number of securities (the “Other Registrable Securities”) held by holders of Other Securities (other than the Company) (the “Other Holders”) that are eligible to be included in such registration, in each Selling Holder that has properly case who have requested that its their Registrable Securities and/or or Other Registrable Securities, as the case may be, be included in such registration and that is an "underwriter" or an "affiliate" in excess of the number of Company (such determination Securities to be made by sold in such Selling Holders upon offering which, in the advice of counsel communicated in writing to the Company) in an amount sufficient to include all the Registrable Securities being offered for sale by such Selling Holder or an amount sufficient to reduce the amount of such Selling Holder's Registrable Securities held by it after the offering to a level that would cause such Selling Holder to no longer be an "underwriter" or an "affiliate" good faith view of the CompanyManaging Underwriter, whichever amount can be so sold without so adversely affecting such offering in the manner described above; provided that if such number is less; (iii) third, less than the full number of such Registrable Securities (that have not theretofore been included in and/or or Other Registrable Securities, as the case may be, such registration statement pursuant to clause (ii) of this Section 3.2) requested to number shall be included in such registration statement by each Selling Holder, allocated pro rata among such Holders and such Other Holders on the basis of the amount relative percentage of such securities Registrable Securities and/or or Other Registrable Securities, as the case may be, then held by each such Selling Holder and/or Other Holder (with any number in excess of a Holder’s or Other Holder’s request being reallocated among the requesting Holders and Other Holders in a like manner); and (iv) fourth, all other securities of provided further that if such Managing Underwriter advises the Company duly requested to in writing that less than all of such Registrable Securities and/or or Other Registrable Securities, as the case may be, should be included in such offering, such Holders and such Other Holders may withdraw their request for registration statementof their Registrable Securities under Section 2(a).