Common use of Priority on Primary Registrations Clause in Contracts

Priority on Primary Registrations. If a Piggyback Registration is an underwritten primary registration on behalf of the Company, and the managing underwriters advise the Company in writing that in their opinion the number of securities requested to be included in such registration exceeds the number which can be sold in an orderly manner in such offering within a price range acceptable to the Company, the Company shall include in the registration (A) first, the securities the Company proposes to sell, (B) second, the Preferred Registrable Securities requested to be included in such registration, pro rata among the holders of such Preferred Registrable Securities on the basis of the number of shares owned by each such holder, (C) third, the Registrable Securities and the Other Registrable Securities requested to be included in such registration, pro rata among the holders of all Registrable Securities and all Other Registrable Securities on the basis of the number of shares requested to be included in such registration by each such holder, and (D) fourth, other securities requested to be included in such registration.

Priority on Primary Registrations. If a Piggyback Registration is an underwritten primary registration on behalf of the Company, and the managing underwriters advise the Company in writing that in their opinion the number of securities requested to be included in such registration exceeds the number which can be sold in an orderly manner such offering and/or that the number of shares of Registrable Common Stock proposed to be included in any such registration would adversely affect the price per share of the Company's equity securities to be sold in such offering within a price range acceptable to the Companyoffering, the Company shall include in the such registration (Ai) first, the securities the Company proposes to sell, (Bii) second, the Preferred Registrable Securities Common Stock requested to be included in such registrationtherein by the Holders, pro rata among the holders Holders of such Preferred Registrable Securities on the basis of the number of shares owned by each such holder, (C) third, the Registrable Securities and the Other Registrable Securities requested to be included in such registration, pro rata among the holders of all Registrable Securities and all Other Registrable Securities Common Stock on the basis of the number of shares requested to be included in registered by such registration by each such holderHolders, and (Diii) fourththird, other securities requested to be included in such registrationregistration pro rata among the holders of such securities on the basis of the number of shares requested to be registered by such holders or as such holders may otherwise agree.

Priority on Primary Registrations. If a Piggyback Registration is an underwritten primary registration on behalf of the Company, and the managing underwriters advise the Company in writing that in their opinion the number of securities requested to be included in such registration exceeds the number which can be sold in an orderly manner in such offering within a price range acceptable to the Company, the Company shall include, after including all of the primary securities the Company desires to include in the registration such registration, (Ai) first, the securities number of Registrable Securities requested to be included which in the Company proposes opinion of such underwriters can be sold in an orderly manner within the price range of such offering, pro rata among the respective Holders thereof on the basis of the number of Registrable Securities requested to sellbe included therein by each such Holder, and (Bii) second, other securities with respect to which the Preferred Registrable Securities Company has granted registration rights in accordance with Section 2.1(g) hereof requested to be included in such registration, pro rata among the holders of such Preferred Registrable Securities respective Holders thereof on the basis of the number amount of shares owned by each such holder, (C) third, the Registrable Securities and the Other Registrable Securities requested to be included in such registration, pro rata among the holders of all Registrable Securities and all Other Registrable Securities on the basis of the number of shares requested to be included in such registration by each such holder, and (D) fourth, other securities requested to be included in therein by each such registrationHolder.

Priority on Primary Registrations. If a Piggyback Registration is relates to an underwritten primary registration offering on behalf of the Company, and the managing underwriters advise the Company in writing that in their reasonable opinion the number of securities requested to be included in such registration exceeds the number which can be sold in an orderly manner in without adversely affecting the marketability of such offering within a price range acceptable to (including an adverse effect on the Companyper share offering price), the Company shall will include in such registration or prospectus only such number of securities that in the registration reasonable opinion of such underwriters can be sold without adversely affecting the marketability of the offering (Aincluding an adverse effect on the per share offering price), which securities will be so included in the following order of priority: (i) first, the securities the Company proposes to sell, (Bii) second, the Preferred Registrable Securities of any Shareholders who have requested registration of Registrable Securities pursuant to be included in such registrationSections 2.1 or 2.2, pro rata among the holders of such Preferred Registrable Securities on the basis of the aggregate number of such securities or shares owned by each such holder, Shareholder and (Ciii) third, any other securities of the Registrable Securities and the Other Registrable Securities Company that have been requested to be included in such registrationso included, pro rata among subject to the holders terms of all Registrable Securities and all Other Registrable Securities on the basis of the number of shares requested to be included in such registration by each such holder, and (D) fourth, other securities requested to be included in such registrationthis Agreement.

Priority on Primary Registrations. If a Piggyback Registration is an underwritten primary registration on behalf of the Company, and the managing underwriters advise the Company in writing that in their opinion the number of securities requested to be included in such registration offering exceeds the number which can be sold in an orderly manner in such offering within a price range acceptable to the Company, then the Company shall include in the such registration (Ai) first, the securities the Company proposes to sellsell that, in the opinion of such underwriters, can be sold in an orderly manner within such price range, (Bii) second, the Preferred Registrable Securities requested to be included in such registration, if any, that, in the opinion of such underwriters, can be sold in an orderly manner within such price range, pro rata among the respective holders thereof on the basis of the number of Registrable Securities owned by each such holder, and (iii) third, other securities requested (and permitted) to be included in such registration, if any, that, in the opinion of such underwriters, can be sold in an orderly manner within such price range, pro rata among the holders of such Preferred Registrable Securities securities on the basis of the number of shares such securities owned by each such holder, (C) third, the Registrable Securities and the Other Registrable Securities requested to be included in such registration, pro rata among the holders of all Registrable Securities and all Other Registrable Securities on the basis of the number of shares requested to be included in such registration by each such holder, and (D) fourth, other securities requested to be included in such registration.

Priority on Primary Registrations. If a Piggyback Registration is an underwritten primary registration on behalf of the Company, Company and the managing underwriters advise underwriter(s) advises the Company in writing that in their its opinion the number of securities requested to be included in such registration exceeds the number which can be sold in an orderly manner in such offering within a price range acceptable to without adversely affecting the Companymarketability of such offering, the Company shall will include in the registration such registration: (Aa) first, the securities the Company proposes to sell, (Bb) second, the Preferred Registrable Securities and HOVRS Registrable Securities requested to be included in such registration, pro rata (based on the number of shares requested to be registered) among the holders of such Preferred Registrable Securities on the basis of the number of shares owned by each such holderand HOVRS Registrable Securities, and (Cc) third, but only if all of the Registrable Securities and the Other HOVRS Registrable Securities requested to be included in such registration, pro rata among the holders of all Registrable Securities and all Other Registrable Securities on the basis of the number of shares requested to be registration are included in such registration by each such holderregistration, and (D) fourth, the other securities requested to be included in the such registrationregistration in the manner determined by the Company and such shareholders.

Priority on Primary Registrations. If a Piggyback Registration is an underwritten primary registration on behalf of the CompanyCorporation, and the Corporation will include in such registration all securities requested to be included in such registration; provided, that if the managing underwriters advise the Company Corporation in writing that in their opinion the number of securities requested to be included in such registration exceeds the number which can be sold in an orderly manner such offering without materially and adversely affecting the distribution of such securities or otherwise having a material and adverse effect on the marketability of the offering, the Corporation will include in such offering within a price range acceptable to the Company, the Company shall include in the registration (Ai) first, the securities the Company Corporation proposes to sell, (Bii) second, the Preferred number of such Registrable Securities requested to be included in such registration, registration pro rata among the holders of such Preferred Registrable Securities (including, for the avoidance of doubt, the Registrable Securities requested to be included in the registration that are held by the Dow Investor) based on the number of Registrable Securities owned by each such holder, and (iii) third, any other securities of the Corporation requested to be included in such registration pro rata on the basis of the number of shares owned by each such holder, (C) third, the Registrable Securities and the Other Registrable Securities requested to be included in such registration, pro rata among the holders of all Registrable Securities and all Other Registrable Securities on the basis of the number of shares requested to be included in such registration by each such holder, and (D) fourth, other securities requested to be included in therein by each such registrationholder.

Priority on Primary Registrations. If a Piggyback Registration is an underwritten primary registration on behalf of the Company, and the managing underwriters advise the Company in writing that in their opinion the number of securities requested to be included in such registration exceeds the number which can be sold in an orderly manner in such offering within a price range acceptable to the Companywithout having an adverse effect on such offering, the Company shall include in the such registration (Ai) first, the securities the Company proposes to sell, (Bii) second, the Preferred Registrable Securities securities requested to be included in such registrationregistration by the holders of securities pursuant to the 2016 Registration Rights Agreement, (iii) third, the Registrable Shares requested to be included therein by the Holders, pro rata among the holders Holders of such Preferred Registrable Securities on the basis of the number of shares owned by each such holder, (C) third, the Registrable Securities and the Other Registrable Securities requested to be included in such registration, pro rata among the holders of all Registrable Securities and all Other Registrable Securities Shares on the basis of the number of shares requested to be included in registered by such registration by each such holderHolders, and (Div) fourth, other securities requested to be included in such registrationregistration pro rata among the holders of such securities on the basis of the number of shares requested to be registered by such holders or as such holders may otherwise agree.

Priority on Primary Registrations. If a Piggyback Registration is an underwritten primary registration on behalf of the CompanyCorporation, and the managing underwriters advise the Company Corporation in writing that that, in their opinion opinion, the number of securities requested to be included in such registration exceeds the number which can be sold in an orderly manner in such offering within a price range acceptable to the CompanyCorporation, then the Company Corporation shall include in the registration such registration, (Ai) first, the securities the Company Corporation proposes to sellsell that, in the opinion of such underwriters, can be sold in an orderly manner within the price range of such offering, (Bii) second, the Preferred Registrable Securities requested to be included in such registrationregistration that, in the opinion of such underwriters, can be sold in an orderly manner within the price range of such offering (if any), pro rata among the respective holders of such Preferred Registrable Securities thereof on the basis of the number amount of shares Registrable Securities owned by each such holder, and (Ciii) third, the Registrable Securities and the Other Registrable Securities requested to be included in such registrationregistration that, pro rata among in the holders opinion of all Registrable Securities and all Other Registrable Securities on such underwriters, can be sold in an orderly manner within the basis price range of the number of shares requested to be included in such registration by each such holder, and offering (D) fourth, other securities requested to be included in such registrationif any).

Priority on Primary Registrations. If a Piggyback Registration is an underwritten primary registration on behalf of the Company, and the managing underwriters advise the Company in writing that in their opinion the number of securities requested to be included in such registration exceeds the number which can be sold in an orderly manner in such offering within a price range acceptable to the Company, the Company shall include in the such registration (Ai) first, the securities the Company proposes to sell, (Bii) second, the Preferred Purchaser Registrable Securities requested to be included in such registration, pro rata among the holders of such Preferred Purchaser Registrable Securities on the basis of the number of shares owned by each such holder, (Ciii) third, the Registrable Securities and the Other other Registrable Securities requested to be included in such registration, pro rata among the holders of all Registrable Securities and all Other such Registrable Securities on the basis of the number of shares requested to be included in such registration owned by each such holder, and (Div) fourth, other securities requested to be included in such registration.

Priority on Primary Registrations. If a Piggyback Registration is an underwritten primary registration on behalf of the Company, and the managing underwriters advise the Company in writing that in their opinion the number of securities requested to be included in such registration exceeds the number which can be sold in an orderly manner in such offering within a price range acceptable to the Companywithout having an adverse effect on such offering, the Company shall include in the such registration (Ai) first, the securities the Company proposes to sell, (Bii) second, the Preferred Registrable Securities Common Shares requested to be included in such registrationtherein by the Shareholders, pro rata among between the holders of such Preferred Registrable Securities on the basis of the number of shares owned by each such holder, (C) third, the Registrable Securities and the Other Registrable Securities requested to be included in such registration, pro rata among the holders of all Registrable Securities and all Other Registrable Securities Shareholders on the basis of the number of shares requested to be registered by the Shareholders, (iii) third, the Registrable Common Shares requested to be included in therein by the other Holders, if any, pro rata among such registration Holders on the basis of the number of shares requested to be registered by each such holderHolders, and (Div) fourth, other securities requested to be included in such registrationregistration pro rata among the holders of such securities on the basis of the number of shares requested to be registered by such holders or as such holders may otherwise agree.

Priority on Primary Registrations. If a Piggyback Registration is an underwritten primary registration offering on behalf of the Company, Company and the managing underwriters underwriter(s) advise the Company in writing that that, in their opinion opinion, the number of Company securities requested to be included in such registration exceeds the number which can be sold in an orderly manner in such offering within a price range acceptable to the Company, the Company shall include in the registration (Aincluding securities of the Company that are not Registrable Securities) should be reduced due to adverse market conditions, market demand or otherwise, then the Company may exclude securities (including Registrable Securities) from the registration and the underwriting, and the number of securities to be included in such registration and underwriting shall be determined as follows: (a) first, the any securities that the Company proposes to sell, ; (Bb) second, the Preferred Registrable Securities requested to be included in such registration, pro rata among the holders of such Preferred Registrable Securities Eligible Stockholders on the basis of the total number of shares owned by each such holder, (C) third, the Registrable Securities and the Other Registrable Securities which are requested by such Eligible Stockholders to be included in such registration, pro rata among the holders of all Registrable Securities and all Other Registrable Securities on the basis of the number of shares requested to be included in such registration by each such holder, and (Dc) fourththird, other securities securities, if any, requested to be included in such registration.

Priority on Primary Registrations. If a Piggyback Registration is relates to an underwritten primary registration offering on behalf of the CompanyRegistering Entity, and the managing underwriters advise the Company Registering Entity in writing that in their opinion the number of securities requested to be included in such registration exceeds the number which of securities that can be sold in an orderly manner such registration without adversely affecting the marketability or price per share of securities to be sold in such offering within a price range acceptable to the Companyoffering, the Company shall Registering Entity will include in such registration only such number of securities that in the registration opinion of such underwriters can be sold without such a material and adverse effect, which securities will be so included in the following order of priority: (Ai) first, the securities the Company Registering Entity proposes to sellissue and sell for its own account, (Bii) second, the Preferred Registrable Securities requested to be included in such registration, pro rata among the holders Holders of such Preferred Registrable Securities on the basis of the number of shares Registrable Securities so requested to be included therein owned by each such holder, (C) third, the Registrable Securities and the Other Registrable Securities requested to be included in such registration, pro rata among the holders of all Registrable Securities and all Other Registrable Securities on the basis of the number of shares requested to be included in such registration by each such holderHolder, and (Diii) fourththird, other securities requested to be included in such registrationregistration pursuant to other registration rights agreements or otherwise.

Priority on Primary Registrations. If a Piggyback Registration is an underwritten primary registration Registration on behalf of the Company, Company and the managing underwriters advise the Company in writing that in their opinion the number of securities requested to be included in such registration Registration exceeds the number which can be sold in an orderly manner in such offering within a and/or that the number of securities proposed to be included in such offering would adversely affect the price range acceptable to per share of the CompanyCommon Stock, the timing of the offering, the distribution method or the probability of success of such offering, the Company shall include in the registration Registration (Ai) first, the securities that the Company proposes to sell, (Bii) second, the Preferred Registrable Securities requested to be included in such registration, the Registration pro rata among the holders of such Preferred Registrable Securities Holders on the basis of the number of shares owned proposed to be registered by each or as such holder, Holders may otherwise agree and (Ciii) third, the Registrable Securities and the Other Registrable Securities other securities requested to be included in such registration, the Registration pro rata among the holders of all Registrable Securities and all Other Registrable Securities such other securities on the basis of the number of shares requested to be included in such registration registered by each such holder, and (D) fourth, other securities requested to be included in holder or as such registrationholders may otherwise agree.

Priority on Primary Registrations. If a Piggyback Registration is an underwritten underwritten, primary registration on behalf of the Company, and the managing underwriters advise the Company in writing that in their reasonable opinion the number of securities requested to be included in such registration exceeds are such that the number which can success of the offering would be sold in an orderly manner in such offering within a price range acceptable to the Companymaterially and adversely affected, the Company shall include any securities to be sold in such Piggyback Registration in the registration following order: (Aa) first, the securities which the Company proposes to sellsell up to the amount that provide the Company with gross proceeds of $40,000,000, (Bb) second, the Preferred Registrable Securities requested to be included in such registrationregistration by the Holders, in accordance with Section 1.1, provided, that if the managing underwriters determine in good faith that a lower number of Registrable Securities should be included, then the Company shall be required to include in such registration only that lower number of Registrable Securities, and such Holders shall participate in such registration on a pro rata among the holders of such Preferred Registrable Securities on the basis of in accordance with the number of shares owned by each such holder, (C) third, the Registrable Securities and the Other Registrable Securities requested to be included in such registration, pro rata among the holders of all Registrable Securities and all Other Registrable Securities on the basis of the number of shares requested to be included in such registration by each such holderHolder, (c) third, the securities which the Company proposes to sell that were not included in the offering, and (Dd) fourth, any other securities requested proposed to be included in such registration.

Priority on Primary Registrations. If a Piggyback Registration is an underwritten primary registration on behalf of the Company, and the managing underwriters advise the Company in writing that in their opinion the number of securities requested to be included in such registration exceeds the number which can be sold in an orderly manner in such offering within a price range acceptable to the Company, the Company shall include in the such registration (Ai) first, the securities the Company proposes to sell, (Bii) second, the Preferred Investor Registrable Securities requested to be included in such registration, pro rata among the holders of such Preferred Investor Registrable Securities on the basis of the number of shares owned by each such holder, (Ciii) third, the Registrable Securities and the Other Registrable Securities requested to be included in such registration, pro rata among the holders of all Registrable Securities and all such Other Registrable Securities on the basis of the number of shares requested to be included in such registration owned by each such holder, and (Div) fourth, other securities requested to be included in such registration.

Priority on Primary Registrations. If a Piggyback Registration is an underwritten primary registration on behalf of the Company, and the managing underwriters advise the Company and the Holders of Registrable Securities that have requested inclusion in writing that such offering that, in their opinion opinion, the number of securities requested to be included in such registration exceeds the number which can be sold in an orderly manner such offering without adversely affecting the marketability, proposed offering price, timing, distribution method or probability of success of such offering, then the Company will include in such offering within a price range acceptable to the Company, the Company shall include in the registration (Ai) first, the securities that the Company proposes to sell, (Bii) second, the Preferred Registrable Securities requested to be included in such registration, which in the opinion of such underwriters can be sold without adverse effect, pro rata among the holders of such Preferred Registrable Securities Holders thereof on the basis of the number of shares Registrable Securities owned by each such holder, (C) third, the Registrable Securities and the Other Registrable Securities requested to be included in such registration, pro rata among the holders of all Registrable Securities and all Other Registrable Securities on the basis of the number of shares requested to be included in such registration by each such holderHolder, and (Diii) fourththird, other securities requested to be included in such registrationregistration which in the opinion of such underwriters can be sold without adverse effect, pro rata among the holders of such securities on the basis of the number of such other securities owned by each such holder.

Priority on Primary Registrations. If a Piggyback Registration is an underwritten primary registration on behalf of the Company, and the managing underwriters advise the Company in writing that in their opinion the number of securities requested to be included in such registration exceeds the number which can be sold in an orderly manner in such offering within a price range acceptable to the Company, the Company shall include in the such registration (Ai) first, the securities the Company proposes to sell, (Bii) second, the Preferred Registrable Securities requested to be included in such registration, pro rata among the holders of such Preferred Registrable Securities on the basis of the number of shares owned by each such holder, and (Ciii) third, the Registrable Securities and the Other Registrable Securities requested to be included in such registration, pro rata among the holders of all Registrable Securities and all Other Registrable Securities on the basis of the number of shares requested to be included in such registration by each such holder, and (D) fourth, other securities requested to be included in such registration. Notwithstanding the foregoing, if a Piggyback Registration is an underwritten offering and the managing underwriters advise the Company in writing that in their opinion the number of Registrable Securities held by Management Members (or their family members) requested to be included in such offering would adversely affect the marketability of the offering, the Company shall be entitled to exclude from such offering the Registrable Securities held by such Management Members (or their family members).

Priority on Primary Registrations. If a Piggyback Registration is an underwritten primary registration on behalf of the Company, and the managing underwriters advise the Company in writing that in their opinion the number of securities requested to be included in such registration exceeds the number which can be sold in an orderly manner in such offering within a price range acceptable to without adversely affecting the Companymarketability, proposed offering price, timing or method of distribution of the offering, the Company shall include in the such registration (Ai) first, the securities the Company proposes to sell, (Bii) second, the Preferred securities that SunEdison or its Affiliates propose to sell, (iii) third, the Registrable Securities requested to be included in such registrationregistration which, in the opinion of the underwriters, can be sold without any such adverse effect, pro rata among the holders of such Preferred Registrable Securities on the basis of the number of shares owned by each such holder, (C) third, the Registrable Securities and the Other Registrable Securities requested to be included in such registration, pro rata among the holders of all Registrable Securities and all Other Registrable Securities on the basis of the number of shares requested to be included in such registration by each such holder, and (Div) fourth, other securities requested to be included in such registrationregistration which, in the opinion of the underwriters, can be sold without any such adverse effect. Registrable Securities beneficially owned by any officer of the Company shall not be eligible to be included in any primary offering of Common Stock without the Company’s consent.

Priority on Primary Registrations. If a Piggyback Registration is an underwritten primary registration on behalf of offering by the Company, and the managing underwriters advise the Company in writing that in their opinion the number of securities requested to be included in such registration exceeds the number which can be sold in an orderly manner such offering and/or that the number of Registrable Shares proposed to be included in any such registration would adversely affect the price per share of the Company's equity securities to be sold in such offering within a price range acceptable to the Companyoffering, the Company shall include in the such registration (Ai) first, the securities the Company proposes to sell, (B) second, register and the Preferred Registrable Securities Shares requested to be included in such registrationtherein by the Holders, pro rata among between the holders of such Preferred Registrable Securities Company and the Holders on the basis of the number of shares owned proposed to be registered by each such holder, (C) third, the Registrable Securities Company and the Other number of Registrable Securities Shares requested to be included in such registration, pro rata among therein by the holders of all Registrable Securities and all Other Registrable Securities on the basis of the number of shares requested to be included in such registration by each such holderHolders, and (Dii) fourthsecond, any other securities requested to be included in such registrationregistration pro rata among the holders of such securities on the basis of the number of securities requested to be included therein by such holders or as such holders may otherwise agree.

Priority on Primary Registrations. If a Piggyback Registration is relates to an underwritten primary registration offering on behalf of the Company, and the managing underwriters advise the Company in writing that in their opinion the number of securities requested to be included in such registration exceeds the number which can be sold in an orderly manner in without adversely affecting the marketability of the offering, including the price at which such offering within a price range acceptable to the Companysecurities can be sold, the Company shall will include in such registration the registration maximum number of securities that in the opinion of such underwriters can be sold without adversely affecting the marketability of the offering, including the price at which such securities can be sold, which securities will be so included in the following order of priority: (Ai) first, the securities the Company proposes to sell, (Bii) second, the Preferred Registrable Securities and Prior Holder Securities requested to be included in such registration, pro rata among the holders Shareholders and the Prior Holders of such Preferred Registrable Securities securities on the basis of the number of shares Registrable Securities and Prior Holder Securities so requested to be included therein owned by each such holder, (C) third, the Registrable Securities and the Other Registrable Securities requested to be included holder or in such registration, pro rata among the holders of all Registrable Securities and all Other Registrable Securities on the basis of the number of shares requested to be included in such registration by each such holderother manner as they may agree, and (Diii) fourththird, other securities requested to be included in such registration.

Priority on Primary Registrations. If a Piggyback Registration is involves an underwritten primary registration on behalf of the Company, offering and the managing underwriter or underwriters advise of any such proposed public offering delivers a written opinion to the Company in writing and the holders of Registrable Securities requesting registration under this Section 4 that in their opinion the total number or kind of securities requested which such holders and any other Persons entitled to be included in such public offering would adversely affect its ability to effect such an offering, then the Company may limit some or all the Registrable Securities and other securities that may be included in such registration exceeds and underwriting to the extent of the number or kind of securities which the Company is so advised can be sold in an orderly manner in (or during the time of) such offering within a price range acceptable to the Companywithout having such an adverse effect, the Company shall include in the registration such that: (Aa) first, the all securities proposed by the Company proposes to sellbe sold for its own account, (Bb) second, the Preferred Registrable Securities requested to be included in such registration, the registration pro rata among the holders of such Preferred the Registrable Securities requesting such registration, on the basis of the total number of shares owned by of such securities that each such holder, (C) third, holder of the Registrable Securities and otherwise proposed to include in the Other Registrable Securities requested to be included in such registration, pro rata among the holders of all Registrable Securities and all Other Registrable Securities on the basis of the number of shares requested to be included in such registration by each such holder, and (D) fourth, other securities requested to be included in such registrationPiggyback Registration.

Priority on Primary Registrations. If a Piggyback Registration is an underwritten primary registration on behalf of the Company, and the managing underwriters advise the Company in writing that in their opinion the number of securities requested to be included in such registration exceeds the number which can be sold in an orderly manner in such offering within a price range acceptable to without adversely affecting the Companymarketability of the offering, the Company shall will include in the such registration (Ai) first, the securities the Company proposes to sell, (Bii) second, the Preferred Registrable Securities requested to be included in such registration, pro rata among the holders of such Preferred Registrable Securities on the basis of the number of shares Registrable Securities owned by each such holder, (C) third, the holder of Registrable Securities and the Other Registrable Securities requested to be included participating in such registration, pro rata among the holders of all Registrable Securities and all Other Registrable Securities on the basis of the number of shares requested to be included in such registration by each such holderoffering, and (Diii) fourththird, other securities requested to be included in such registration; provided, that if the holders of Registrable Securities would be precluded from having priority in any such Piggyback Registration over the holders of other securities requested to be included in such registration pursuant to any registration rights agreement listed on Schedule 4.30 of the Purchase Agreement, then the holders of Registrable Securities requested to be included in any such registration shall be entitled to participate in such piggyback registration pro rata with such holders of other securities requested to be included in such registration.

Priority on Primary Registrations. If a Piggyback Registration is relates to an underwritten primary registration offering on behalf of the Company, and the managing underwriters advise the Company in writing that in their opinion the number of securities requested to be included in such registration exceeds the number which can be sold in an orderly manner in without adversely affecting the marketability of such offering within a price range acceptable to the Companyoffering, the Company shall will include in such registration or prospectus only such number of securities that in the registration opinion of such underwriters can be sold without adversely affecting the marketability of the offering, which securities will be so included in the following order of priority: (Ai) first, the securities the Company proposes to sell, (Bii) second, the Preferred Registrable Securities requested to be included in such registration, pro rata among the holders Stockholders of such Preferred Registrable Securities on the basis of the number of shares Registrable Securities so requested to be included therein owned by each such holder, (C) third, the Registrable Securities and the Other Registrable Securities requested to be included in such registration, pro rata among the holders of all Registrable Securities and all Other Registrable Securities on the basis of the number of shares requested to be included in such registration by each such holderStockholder, and (Diii) fourththird, other securities requested to be included in such registration.. Table of Contents

Priority on Primary Registrations. If a Piggyback Registration is relates to an underwritten primary registration offering on behalf of the Company, and the managing underwriters advise the Company in writing that in their opinion the number of securities requested to be included in such registration exceeds the number which can be sold in an orderly manner in without adversely affecting the marketability of the offering, including the price at which such offering within a price range acceptable to the Companysecurities can be sold, the Company shall will include in such registration the registration maximum number of securities that in the opinion of such underwriters can be sold without adversely affecting the marketability of the offering, including the price at which such securities can be sold, which securities will be so included in the following order of priority: (Ai) first, the securities the Company proposes to sell, (Bii) second, the Preferred Registrable Securities and Prior Holder Securities requested to be included in such registration, pro rata among the holders Shareholder and the Prior Holders of such Preferred Registrable Securities securities on the basis of the number of shares Registrable Securities and Prior Holder Securities so requested to be included therein owned by each such holder, (C) third, the Registrable Securities and the Other Registrable Securities requested to be included holder or in such registration, pro rata among the holders of all Registrable Securities and all Other Registrable Securities on the basis of the number of shares requested to be included in such registration by each such holderother manner as they may agree, and (Diii) fourththird, other securities requested to be included in such registration.

Priority on Primary Registrations. If a Piggyback Registration is an underwritten primary registration on behalf of the Company, and the managing underwriters advise the Company in writing that in their opinion the number of securities requested to be included in such registration exceeds the number which can be sold in an orderly manner such offering and/or that the number of Registrable Shares proposed to be included in any such registration would adversely affect the price per share of the Company’s equity securities to be sold in such offering within a price range acceptable to the Companyoffering, the Company shall include in the such registration (Ai) first, the securities the Company proposes to sell, (Bii) second, the Preferred Registrable Securities Shares requested to be included therein by the holders thereof, pro rata among the Stockholders holding such Registrable Shares on the basis of the number of Shares requested to be registered by such Stockholders, and (iii) third, other securities requested to be included in such registration, registration pro rata among the holders of such Preferred Registrable Securities on the basis of the number of shares owned by each such holder, (C) third, the Registrable Securities and the Other Registrable Securities requested to be included in such registration, pro rata among the holders of all Registrable Securities and all Other Registrable Securities securities on the basis of the number of shares requested to be included in registered by such registration by each holders or as such holder, and (D) fourth, other securities requested to be included in such registrationholders may otherwise agree.

Priority on Primary Registrations. If a Piggyback Registration is an underwritten primary registration on behalf of the Company, and the managing underwriters advise the Company in writing that in their opinion the number of securities requested to be included in such registration exceeds the number which can be sold in an orderly manner in such offering within a price range acceptable to the Company, the Company shall include in the such registration (Ai) first, the securities the Company proposes to sell, (Bii) second, the Preferred Investor Registrable Securities requested to be included in such registration, pro rata among the holders of such Preferred Investor Registrable Securities on the basis of the number of shares owned by each such holder, (Ciii) third, the Registrable Securities and the Other Founder Registrable Securities requested to be included in such registration, pro rata among the holders of all Registrable Securities and all Other such Founder Registrable Securities on the basis of the number of shares requested to be included in such registration owned by each such holder, and (Div) fourth, other securities requested to be included in such registration.

Priority on Primary Registrations. If a Piggyback Registration is --------------------------------- an underwritten primary registration on behalf of the Company, and the managing underwriters advise the Company in writing (with a copy to each party hereto requesting registration of Registrable Securities) that in their opinion the number of securities requested to be included in such registration exceeds the number which can be sold in an orderly manner in such offering within a price range acceptable to without adversely affecting the Companymarketability of such offering, the Company shall will include in the such registration (Ai) first, the securities the Company proposes to sell, (Bii) second, the Preferred ----- ------ Registrable Securities requested to be included in such registration, pro rata among the holders of such Preferred Registrable Securities thereof on the basis of the number of shares Registrable Securities owned by each such holder, and (Ciii) third, the Registrable Securities and the Other Registrable Securities other securities requested to be ----- included in such registration, registration pro rata among the holders of all Registrable Securities and all Other Registrable Securities such securities on the basis of the number of shares requested to be included in such registration securities owned by each such holder, and (D) fourth, other securities requested to be included in such registration.

Priority on Primary Registrations. If a Piggyback Registration is an underwritten primary registration on behalf of the CompanyCorporation, and the managing underwriters advise the Company Corporation in writing that in their opinion the total number of securities requested to be included in such registration exceeds the number of securities which can be sold in an orderly manner such offering without adversely affecting the offering or the offering price, the Corporation will include in such offering within a price range acceptable to the Company, the Company shall include in the registration (A) registration: first, the all securities the Company Corporation proposes to sell, (B) secondthen, to the Preferred Registrable Securities requested to extent that additional securities can, in the opinion of such underwriters, be included in such registrationregistration without adversely affecting the offering or the offering price, pro rata among (i) first, up to the holders of such Preferred Registrable Securities on the basis of the full number of shares owned by each such holder, (C) third, the Registrable Securities and the Other Registrable Securities requested to be included in such registration, pro rata among the holders of all Registrable Securities and all Other Registrable Securities on the basis of the number of shares securities requested to be included in such registration by holders of Registrable Securities allocated pro rata among such holders on the basis of the number of securities requested to be included therein by each such holder, and (Dii) fourthsecond, other up to the full number of securities requested to be included in such registrationregistration by other holders of securities entitled to include securities in such Piggyback Registration, and (iii) third, such additional securities as may be agreed upon by the Corporation and any other securityholders.

Priority on Primary Registrations. If a Piggyback Registration is an underwritten primary registration on behalf of the Company, and the managing underwriters advise the Company in writing that that, in their opinion opinion, the number of securities requested to be included in such registration exceeds the number which can be sold in an orderly manner in such offering within a price range acceptable to the Company, then, subject to the TARP Agreement, the Company shall include in the registration such registration, (Ai) first, the securities the Company proposes to sellsell that, in the opinion of such underwriters, can be sold in an orderly manner within the price range of such offering, (Bii) second, the Preferred Registrable Securities requested to be included in such registrationregistration that, in the opinion of such underwriters, can be sold in an orderly manner within the price range of such offering (if any), pro rata among the respective holders of such Preferred Registrable Securities thereof on the basis of the number amount of shares owned by each such holder, (C) third, the Registrable Securities and the Other Registrable Securities requested to be included in such registration, pro rata among the holders of all Registrable Securities and all Other Registrable Securities on the basis of the number of shares requested to be included in such registration owned by each such holder, and (Diii) fourththird, the other securities requested to be included in such registrationregistration that, in the opinion of such underwriters, can be sold in an orderly manner within the price range of such offering (if any).

Priority on Primary Registrations. If a Piggyback Registration is an underwritten primary registration on behalf of the Company, and the managing underwriters advise the Company in writing (with a copy to each party hereto requesting registration of Registrable Securities) that in their opinion the number of securities requested to be included in such registration exceeds the number which can be sold in an orderly manner in such offering within a without adversely affecting the marketability of such offering (including the price range acceptable to the Company), the Company shall include in the such registration (Ai) first, the securities the Company proposes to sell, (Bii) second, the Preferred Registrable Securities requested to be included in such registration, pro rata among the holders of such Preferred Registrable Securities on the basis of the number amount of shares such securities owned by each such holder, (C) third, the Registrable Securities and the Other Registrable Securities requested to be included in such registration, pro rata among the holders of all Registrable Securities and all Other Registrable Securities on the basis of the number of shares requested to be included in such registration by each such holder, and (Diii) fourththird, the other securities requested to be included in such registrationregistration pro rata among the holders of such securities on the basis of the amount of such securities owned by each such holder.

Priority on Primary Registrations. If a Piggyback Registration is an underwritten primary registration on behalf of the Company, and the managing underwriters advise the Company in writing that in their opinion the number of securities requested to be included in such registration exceeds the number which can be sold in an orderly manner in such offering within a price range acceptable to the Companywithout having an adverse effect on such offering, the Company shall include in the such registration (Ai) first, the securities the Company proposes to sell, (Bii) second, the Preferred Registrable Securities requested to be included in such registrationtherein by the Holders, pro rata among the holders of such Preferred Registrable Securities on the basis of the number of shares owned by each such holder, (C) third, the Registrable Securities and the Other Registrable Securities requested to be included in such registration, pro rata among the holders of all Registrable Securities and all Other Registrable Securities Holders on the basis of the number of shares requested to be registered by the Holders, (iii) third, the Registrable Securities requested to be included in therein by the other holders, if any, pro rata among such registration holders on the basis of the number of shares requested to be registered by each such holderHolders, and (Div) fourth, other securities requested to be included in such registrationregistration pro rata among the holders of such securities on the basis of the number of shares requested to be registered by such holders or as such holders may otherwise agree.

Priority on Primary Registrations. If a Piggyback Registration is an underwritten primary registration on behalf of the Company, and the managing underwriters advise underwriter(s) advise(s) the Company in writing that in its or their opinion the number of securities requested to be included in such registration exceeds the largest number which that can be sold in such offering and/or that the number of Registrable Securities proposed to be included in any such registration would have an orderly manner adverse effect on the offering, including the price per share at which the Company’s equity securities can be sold in such offering within a price range acceptable to the Companyoffering, the Company shall include in the such registration (Ai) first, the securities the Company proposes to sell, (Bii) second, the Preferred Registrable Securities requested to be included in such registrationtherein by the Holders, pro rata among the holders Holders of such Preferred Registrable Securities on the basis of the number of shares owned Registrable Securities requested to be registered by each such holder, Holders and (Ciii) third, the Registrable Securities and the Other Registrable Securities other securities requested to be included in such registration, registration pro rata among the holders of all Registrable Securities and all Other Registrable Securities such securities on the basis of the number of shares requested to be included registered by such holders or as such holders may otherwise agree in such registration by each such holder, and (D) fourth, other securities requested to be included in such registrationwriting.

Priority on Primary Registrations. If a Piggyback Registration is an underwritten primary registration on behalf of the Company, Registrant and the managing underwriters advise the Company Registrant in writing that in their opinion the number of securities requested to be included in such registration exceeds the number which can be sold in an orderly manner in such offering within a price range acceptable to without adversely affecting the Companymarketability of the offering, the Company Registrant shall include in the such registration (Ai) first, the securities the Company Registrant proposes to sell, (Bii) second, the Preferred number of Registrable Securities of the Registrant requested to be included in such registration, pro rata among the holders of such Preferred Registrable Securities on the basis of the number of shares such Registrable Securities owned by each such holder, and (Ciii) third, (if and to the Registrable Securities and extent permitted by the Other Registrable Securities holders of a majority of the Manager Securities) other securities requested to be included in such registration, pro rata among the holders of all Registrable Securities and all Other Registrable Securities such securities on the basis of the number of shares requested to be included in such registration securities owned by each such holder, and holder (D) fourth, other securities requested to the extent permitted to be included so included, in such registrationthe case of securities which are not Registrable Securities).

Priority on Primary Registrations. If a Piggyback Registration is an underwritten primary registration on behalf of the Company, and the managing underwriters advise the Company in writing that that, in their opinion opinion, the number of securities requested to be included in such registration offering exceeds the number which can be sold in an orderly manner in such offering within a price range acceptable to the Company, then the Company shall include in the such registration (Ai) first, the securities the Company proposes to sellsell that, in the opinion of such underwriters, can be sold in an orderly manner within such price range, (Bii) second, the Preferred Registrable Securities requested to be included in such registration, if any, that, in the opinion of such underwriters, can be sold in an orderly manner within such price range, pro rata among the respective holders thereof on the basis of the number of Registrable Securities owned by each such holder, and (iii) third, other securities requested (and permitted) to be included in such registration, if any, that, in the opinion of such underwriters, can be sold in an orderly manner within such price range, pro rata among the holders of such Preferred Registrable Securities securities on the basis of the number of shares such securities owned by each such holder, (C) third, the Registrable Securities and the Other Registrable Securities requested to be included in such registration, pro rata among the holders of all Registrable Securities and all Other Registrable Securities on the basis of the number of shares requested to be included in such registration by each such holder, and (D) fourth, other securities requested to be included in such registration.

Priority on Primary Registrations. If a Piggyback Registration is an underwritten primary registration on behalf of the Company, and the managing underwriters advise the Company in writing that in their opinion the number of securities requested to be included in such registration exceeds the number which can be sold in an orderly manner in such offering within a price range acceptable to without adversely affecting the Companymarketability of the offering, the Company shall will include in the such registration (Ai) first, the securities the Company proposes to sell, (Bii) second, the Preferred Company's securities issued to Transcend Services, Inc. in connection with the Company's acquisition of all of the assets of Transcend Case Management, Inc. which shares are subject to a Registration Rights Agreement entered into between the Company and Transcend Services, Inc. on March 17, 1998 (the "Transcend Registrable Securities") requested to be included in such registration, (iii) third, the Registrable Securities requested to be included in such registration, pro rata among the holders of such Preferred Registrable Securities on the basis of the number of shares owned by each such holder, (C) third, the Registrable Securities and the Other Registrable Securities requested to be included in such registration, pro rata among the holders of all Registrable Securities and all Other Registrable Securities on the basis of the number of shares requested to be included in such registration by each such holder, and (Div) fourth, other securities requested to be included in such registration.

Priority on Primary Registrations. If a Piggyback Registration is --------------------------------- an underwritten primary registration on behalf of the Company, and the managing underwriters advise the Company in writing that in their opinion the number of securities requested to be included in such registration exceeds the number which can be sold in an orderly manner in such offering within a price range reasonably acceptable to the Company, the Company shall will include in the such registration (Ai) first, the securities the Company proposes to sell, sell and (Bii) second, the Preferred Registrable Securities requested to be included in such registration, pro rata among the respective holders of such Preferred Registrable Securities thereof on the basis of the number of shares owned Shares of Registrable Securities held (or subject to stock options held) by each such holder, holder and (Ciii) third, the Registrable Securities and the Other Registrable Securities requested to be included in such registration, pro rata among the holders of all Registrable Securities and all Other Registrable Securities on the basis of the number of shares requested to be included in such registration by each such holder, and (D) fourth, other securities requested to be included in such registrationregistration pro rata among the respective holders thereof on the basis of the number of Shares of securities held by each such holder.

Priority on Primary Registrations. If a Piggyback Registration is an underwritten primary registration on behalf of the Company, and the managing underwriters advise the Company in writing that in their opinion the number of securities requested to be included in such registration exceeds the number which can be sold in an orderly manner such offering and/or that the number of securities proposed to be included in any such registration would adversely affect the price per share of the Company's equity securities to be sold in such offering within a price range acceptable to the Companyoffering, the Company shall include in the such registration (Ai) first, the securities the Company proposes to sell, (Bii) second, the Preferred other securities, including Registrable Securities Securities, requested to be included in such registration, registration pro rata among (A) the holders of such Preferred Registrable Securities securities who have been granted registration rights similar to the Holders prior to the date hereof and (B) the Holders, collectively, on the basis of the number of shares owned by each such holder, (C) third, the Registrable Securities and the Other Registrable Securities securities requested to be included in registered by such registrationholders, pro rata among including the holders of all Registrable Securities and all Other Registrable Securities on Holders, or as such holders, including the basis of the number of shares requested to be included in such registration by each such holderHolders, may otherwise agree, and (Diii) fourththird, other securities requested to be included in such registration.

Priority on Primary Registrations. If a Piggyback Registration is an underwritten primary registration on behalf of the Company, and the Company shall include in such registration all Registrable Securities requested to be included in such registration; provided, that if the managing underwriters advise the Company in writing that in their opinion the number of securities requested to be included in such registration exceeds the number which can be sold in an orderly manner in such offering within a price range acceptable to without adversely affecting the Companymarketability of the offering, the Company shall include in the such registration (Ai) first, the securities the Company proposes to sell, (Bii) second, the Preferred number of Registrable Securities requested to be included in such registrationregistration by the Investors holding Registrable Securities, if necessary, pro rata among the such holders of such Preferred Registrable Securities on the basis of the number of shares of such Registrable Securities owned by each such holderholders at such time, and (Ciii) third, any other securities of the Registrable Securities and the Other Registrable Securities Company requested to be included in such registrationregistration pro rata, pro rata among the holders of all Registrable Securities and all Other Registrable Securities if necessary, on the basis of the number of shares requested to be included in of such registration by each such holder, and (D) fourth, other securities requested to be included in owned by such registrationother holders (which for clarity are not Investors) at such time.

Priority on Primary Registrations. If a Piggyback Registration is an underwritten primary registration on behalf of the Company, and the managing underwriters advise the Company in writing that in their opinion the number of securities requested to be included in such registration exceeds the number which can be sold in an orderly manner in such offering within a price range acceptable to the Company, the Company shall include in the such registration (Ai) first, the securities the Company proposes to sell, ; (Bii) second, the Preferred Investor Registrable Securities requested to be included in such registrationSecurities, pro rata among the holders of such Preferred Investor Registrable Securities on the basis of the number of shares owned by each such holder, holders; (Ciii) third, the Registrable Securities other than Investor Registrable Securities, pro rata among the holders of such Registrable Securities on the basis of the number of shares owned by such holders; and the (iv) fourth, Other Registrable Securities requested to be included in such registration, pro rata among the holders of all Registrable Securities and all Other Registrable Securities thereof on the basis of the number of shares Other Registrable Securities requested to be included in such registration by each such holder, and (D) fourth, other securities requested to be included in such registrationtherein.

Priority on Primary Registrations. If a Piggyback Registration is an underwritten primary registration on behalf of the Company, and the managing underwriters advise the Company in writing that that, in their opinion opinion, the number of securities requested to be included in such registration exceeds the number which that can be sold in an orderly manner in such offering within a price range acceptable to the Company, then the Company shall include in the registration such registration, (Aa) first, the securities the Company proposes to sellsell that, in the opinion of such underwriters, can be sold in an orderly manner within the price range of such offering, (Bb) second, the Preferred Registrable Securities requested to be included in such registrationregistration that, in the opinion of such underwriters, can be sold in an orderly manner within the price range of such offering (if any), pro rata among the respective holders of thereof requesting participation in such Preferred Registrable Securities Piggyback Registration on the basis of the number of shares Registrable Securities owned by each such holder, holder and (Cc) third, the Registrable Securities and the Other Registrable Securities requested to be included in such registration, pro rata among the holders of all Registrable Securities and all Other Registrable Securities on the basis of the number of shares requested to be included in such registration by each such holder, and (D) fourth, other securities requested to be included in such registrationregistration that, in the opinion of such underwriters, can be sold in an orderly manner within the price range of such offering (if any).

Priority on Primary Registrations. If a Piggyback Registration is an underwritten primary registration on behalf of the Company, and the managing underwriters advise the Company in writing that in their opinion the number of securities shares of Common Stock requested to be included in such registration exceeds the number which can be sold in an orderly manner in such offering within a price range acceptable to without adversely affecting the Companymarketability of the offering, the Company shall will include in the such registration (Ai) first, the securities number of shares of Common Stock the Company proposes to sell, sell in such registration; (Bii) second, the Preferred number of Registrable Securities requested to be included in such registration by the holders of such Registrable Securities under this Agreement, pro rata among the respective holders thereof on the basis of the number of Registrable Securities requested to be included in such registration; and (iii) third, the number of other shares of Common Stock requested to be included in such registration by the holders thereof pursuant to binding contractual obligations of the Company, pro rata among the respective holders of such Preferred Registrable Securities thereof on the basis of the number of shares owned by each such holder, (C) third, the Registrable Securities and the Other Registrable Securities requested to be included in such registration, pro rata among the holders of all Registrable Securities and all Other Registrable Securities on the basis of the number of shares requested to be included in such registration by each such holder, and (D) fourth, other securities Common Stock requested to be included in such registration.

Priority on Primary Registrations. If a Piggyback Registration is an underwritten primary registration on behalf of the Company, and the managing underwriters advise the Company in writing that in their opinion the number of securities requested to be included in such registration exceeds the number which can be sold in an orderly manner in such offering within a price range acceptable to without adversely affecting the Companymarketability of the offering, the Company shall include in the such registration (Ai) first, the securities the Company proposes to sell, (Bii) second, the Preferred Investor Registrable Securities requested to be included in such registration, pro rata among the holders of such Preferred Investor Registrable Securities on the basis of the number of shares owned by each such holder, (Ciii) third, the Registrable Securities and the Other Executive Registrable Securities requested to be included in such registration, pro rata among the holders of all Registrable Securities and all Other such Executive Registrable Securities on the basis of the number of shares requested to be included in such registration owned by each such Such holder, and (Div) fourth, other securities requested to be included in such registration.

Priority on Primary Registrations. If a Piggyback Registration is an underwritten primary registration on behalf of the Company, and the Company will include in such registration all securities requested to be included in such registration; provided, that if the managing underwriters advise the Company in writing that in their opinion the number of securities requested to be included in such registration exceeds the number which can be sold in an orderly manner in such offering within a price range acceptable to without adversely affecting the Companymarketability of the offering, the Company shall will include in the such registration (A) first, the securities the Company proposes to sell, and then (Bi) in the case of an IPO which is a Qualified Public Offering (x) second, the Preferred Canterbury Registrable Securities requested to be included in such registration, (y) third the other Registrable Securities requested to be included in such registration pro rata among the holders of such Registrable Securities on the basis of the number of shares requested to be included therein by each such holder, and (z) fourth, other securities, if any, requested to be included is such registration, or (ii) in all other instances, (x) second, the Registrable Securities requested to be included in such registration, pro rata among the holders of such Preferred Registrable Securities on the basis of the number of shares owned by each such holder, (C) third, the Registrable Securities and the Other of Registrable Securities requested to be included in such registration, pro rata among the holders of all Registrable Securities and all Other Registrable Securities on the basis of the number of shares requested to be included in such registration therein by each such holder, and (Dy) fourththird, other securities securities, if any, requested to be included in such registration.

Priority on Primary Registrations. If a Piggyback Registration is an underwritten primary registration on behalf of the Company, and the managing underwriters advise the Company in writing that in their opinion the number of securities requested to be included in such registration exceeds the number which can be sold in such offering in an orderly manner in such offering within a price range acceptable to the CompanyCompany(such number which can be so sold, the "Piggyback Primary Optimal Amount"), the Company shall will include in the such registration (Ai) first, the securities the Company proposes to sell, (Bii) second, the Preferred Registrable Securities requested to be included in such registration, pro rata among the holders of such Preferred Registrable Securities on the basis of the number of shares owned by each such holder, up to the amount of Registrable Securities which, when combined with the securities included in clause (Ci) foregoing, is equal to the Piggyback Primary Optimal Amount and (iii) third, if the Registrable Securities and the Other Registrable Securities requested to be included in such registration, pro rata among the holders aggregate amount of all Registrable Securities and all Other Registrable Securities on the basis of the number of shares requested to be securities included in such registration by each such holder, and pursuant to clause (Di) fourthor clause (ii) foregoing or this clause (iii) is less than the Piggyback Primary Optimal Amount, other securities requested to be included in such registration.

Priority on Primary Registrations. If a Piggyback Registration is an underwritten primary registration on behalf of the Company, and the Company will include in such registration all Registrable Securities requested to be included in such registration; provided, however, that if the managing underwriters advise the Company in writing that in their opinion the number of securities requested to be included in such registration exceeds the number which can be sold in an orderly manner in such offering within a price range acceptable to without adversely affecting the Companymarketability of the offering, the Company shall will include in the such registration (Ai) first, the securities the Company proposes to sell, (Bii) second, the Preferred Registrable Securities (and other securities with pari passu registration rights) requested to be included in such registration, pro rata among the holders of such Preferred Registrable Securities (and other securities with pari passu registration rights) on the basis of the number of shares of Registrable Securities (and other securities with pari passu registration rights) owned by each holder of securities to be registered in such holder, offering and (Ciii) third, the Registrable Securities and the Other Registrable Securities requested to be included in such registrationother securities, pro rata among the holders of all Registrable Securities and all Other Registrable Securities on the basis of the number of shares requested to be included in such registration by each such holderif any, and (D) fourth, other securities requested to be included in such registration.

Priority on Primary Registrations. If a Piggyback Registration is an underwritten primary registration on behalf of the Company, and the managing underwriters advise the Company in writing that in their opinion the number of securities requested to be included in such registration exceeds the number which can be sold in an orderly manner such offering and/or that the number of shares of Registrable Securities proposed to be included in any such registration would adversely affect the price per share of the Company’s equity securities to be sold in such offering within a price range acceptable to the Companyoffering, the Company shall include in the such registration (Ai) first, the securities the Company proposes to sell, (Bii) second, the Preferred Registrable Securities requested to be included in such registrationtherein by the Holders, pro rata among the holders Holders of such Preferred Registrable Securities on the basis of the number of shares owned by each such holder, (C) third, the Registrable Securities and the Other Registrable Securities requested to be included in such registration, pro rata among the holders of all Registrable Securities and all Other Registrable Securities on the basis of the number of shares requested to be included in registered by such registration by each such holderHolders, and (Diii) fourththird, other securities requested to be included in such registrationregistration pro rata among the holders of such securities on the basis of the number of shares requested to be registered by such holders or as such holders may otherwise agree.

Priority on Primary Registrations. If a Piggyback --------------------------------- Registration is includes an underwritten primary registration on behalf of the Company, and the managing underwriters advise underwriter(s) for such offering determines in good faith and advises the Company in writing that in its/their opinion the number of securities Registrable Securities requested to be included in such registration exceeds the number which that can be sold in an orderly manner in such offering within a price range acceptable to without materially adversely affecting the distribution of such securities by the Company, the Company shall will include in the such registration (A) first, the securities that the Company proposes to sell, sell and (B) second, the Preferred Registrable Securities requested to be included in such registration and the shares of Common Stock entitled to registration rights under that certain Warrant Agreement dated December 11, 1995 (the "Hibernia Shares"), apportioned pro rata among the Holders of Registrable Securities and the holders of the Hibernia Shares, provided, however, the Company will use its best efforts to include not less than 20% of the Registrable Securities requested to be included in such registration, pro rata among the holders of such Preferred Registrable Securities on the basis of the number of shares owned by each such holder, and (C) third, the Registrable Securities and the Other Registrable Securities requested to be included in such registration, pro rata among securities of the holders of all Registrable Securities and all Other Registrable Securities on the basis of the number of shares requested to be included in such registration by each such holder, and (D) fourth, other securities requested to be included in such requesting registration.. (ii)

Priority on Primary Registrations. If a Piggyback Registration is an underwritten primary registration on behalf of the Company, and the managing underwriters advise the Company in writing that in their opinion the number of securities requested to be included in such registration exceeds the number which can be sold in an orderly manner in such offering within a price range acceptable to the Company, the Company shall include in the such registration (Ai) first, the securities the Company proposes to sell, (Bii) second, the Preferred Registrable Securities (other than Executive Registrable Securities or Exchanging Bondholder Registrable Securities) requested to be included in such registration, pro rata among the holders of such Registrable Securities on the basis of the number of shares owned by each such holder, (iii) third, the Exchanging Bondholder Registrable Securities requested to be included in such registration, pro rata among the holders of such Preferred Registrable Securities on the basis of the number of shares owned by each such holder, (Civ) thirdfourth, the Registrable Securities and the Other Executive Registrable Securities requested to be included in such registration, pro rata among the holders of all Registrable Securities and all Other such Registrable Securities on the basis of the number of shares requested to be included in such registration owned by each such holder, and (Dv) fourthfifth, other securities requested to be included in such registration.

Priority on Primary Registrations. If a Piggyback Registration is an underwritten primary registration on behalf of the Company, and the Company will include in such registration all securities requested to be included in such registration; provided, that if the managing underwriters advise the Company in writing that in their opinion the number of securities requested to be included in such registration exceeds the number which can be sold in an orderly manner in such offering within a price range acceptable to without adversely affecting the Companymarketability of the offering, the Company shall will include in the such registration (Ai) first, the securities the Company proposes to sell, (Bii) second, the Preferred Investor Registrable Securities and Existing Holder Registrable Securities requested to be included in such registration, registration pro rata among the holders of such Preferred Investor Registrable Securities and Existing Holder Registrable Securities on the basis of the number of shares of Investor Registrable Securities and Existing Holder Registrable Securities owned by each such holder, (Ciii) third, the Registrable Securities and the Other other Registrable Securities requested to be included in such registration, registration pro rata among the holders of all Registrable Securities and all Other such other Registrable Securities on the basis of the number of shares requested to be included in such registration of other Registrable Securities owned by each such holder, holder and (Div) fourth, other securities securities, if any, requested to be included in such registration.

Priority on Primary Registrations. If a Piggyback Registration is an underwritten primary registration on behalf of the Company, and the managing underwriters advise the Company in writing that in their opinion the number of securities requested to be included in such registration exceeds the number which can be sold in an orderly manner in such offering within a price range acceptable to their sole discretion is compatible with the Companysuccess of the offering, the Company shall include in the such registration (Ai) first, the securities the Company proposes to sell, ; (Bii) second, the Preferred Investor Registrable Securities and Other Registrable Securities with piggyback registration rights pari passu with the Investor Registrable Securities requested to be included in such registration, pro rata among the holders of such Preferred Investor Registrable Securities and Other Registrable Securities, if applicable, on the basis of the number of shares owned by each such holder, holders; and (Ciii) third, the Registrable Securities and the Other Registrable Securities requested to be included in such registration, pro rata among the holders of all Registrable Securities and all Other Registrable Securities thereof on the basis of the number of shares other Registrable Securities requested to be included in such registration by each such holder, and (D) fourth, other securities requested to be included in such registrationtherein.

Priority on Primary Registrations. If a Piggyback Registration is relates to an underwritten primary registration public offering of Company Securities on behalf of the Company, Company (a "Primary Piggyback Registration") and the managing underwriters advise the Company in writing that in their opinion the number of securities Company Securities requested to be included in such registration exceeds the number which that can be sold in an orderly manner in such offering within a price range acceptable to the Company, the Company shall will include in the such registration (Ai) first, the securities Company Securities proposed to be sold by the Company proposes to sellCompany, (Bii) second, the Preferred Registrable Securities Issued Warrant Shares (as defined in the Helter Warrant Agreement), (iii) third, the Underlying Common Stock and Warrant Shares requested to be included in such registration, pro rata among the holders of such Preferred Registrable Securities on the basis of the number of shares owned by each such holder, (C) third, the Registrable Securities Underlying Common Stock and the Other Registrable Securities requested to be included in such registration, pro rata among the holders of all Registrable Securities and all Other Registrable Securities Warrant Shares on the basis of the number of shares requested to be included in such registration by each such holder, holder and (Div) fourth, other securities Company Securities requested to be included in such registration.

Priority on Primary Registrations. If a Piggyback Registration is an underwritten primary registration on behalf of the Company, Corporation and the managing underwriters advise the Company in writing Corporation that in their opinion the number of securities requested to be included in the registration creates a substantial risk of adversely affecting the offering, the Corporation will include in such registration exceeds the number which can be sold in an orderly manner in such offering within a price range acceptable to the Company, the Company shall include in the registration (Ai) first, the securities that the Company Corporation proposes to sell, (Bii) second, the Preferred Priority Registrable Securities Shares requested to be included in such registration, pro rata among the holders of such Preferred Priority Registrable Securities Shares on the basis of the number of shares owned Priority Registrable Shares requested to be included in such registration by each such holderholders, (Ciii) third, the Registrable Securities and the Other Registrable Securities Shares requested to be included in such registration, pro rata among the holders of all Registrable Securities and all Other Registrable Securities Holders on the basis of the number of shares Other Registrable Shares requested to be included in such registration by each such holderOther Holders, (iv) fourth, the Management Registrable Shares requested to be included in such registration, pro rata among the Management Holders on the basis of the number of Management Registrable Shares requested to be included in such registration by such Management Holders, and (Dv) fourthfifth, other securities requested to be included in such registration.

Priority on Primary Registrations. If a Piggyback Registration is an underwritten primary registration on behalf of the Company, and the managing underwriters advise the Company in writing that in their opinion the number of securities requested to be included in such registration exceeds the number which can be sold in an orderly manner in such offering within a price range acceptable to the Company, the Company shall include in the such registration (Ai) first, the securities the Company proposes to sellsell that, in the opinion of such underwriters, can be sold in an orderly manner within the price range of such offering (if any), (Bii) second, the Preferred Registrable Securities requested to be included in such registrationregistration that, in the opinion of such underwriters, can be sold in an orderly manner within the price range of such offering (if any), pro rata among the requesting holders of such Preferred Registrable Securities on the basis of the number of shares owned by each such holder, (C) third, the Registrable Securities and the Other Registrable Securities requested to be included in such registration, pro rata among the holders of all Registrable Securities and all Other Registrable Securities on the basis of the number of shares requested to be included in such registration owned by each such holder, and (Diii) fourththird, the other securities requested to be included in such registrationregistration that, in the opinion of such underwriters, can be sold in an orderly manner within the price range of such offering (if any).

Priority on Primary Registrations. If a Piggyback Registration is an underwritten primary registration on behalf of the Company, and the managing underwriters advise underwriter(s) advise(s) the Company in writing that in its or their opinion the number of securities requested to be included in such registration exceeds the largest number which that can be sold in such offering and/or that the number of Registrable Securities proposed to be included in any such registration would have an orderly manner adverse effect on the offering, including the price per share at which the Company’s equity securities can be sold in such offering within a price range acceptable to the Companyoffering, the Company shall include in the such registration (Ai) first, the securities the Company proposes to sell, (Bii) second, the Preferred Registrable Securities requested to be included in such registrationtherein by the Shareholders, pro rata among the holders Shareholders of such Preferred Registrable Securities on the basis of the number of shares owned Registrable Securities requested to be registered by each such holder, Shareholders and (Ciii) third, the Registrable Securities and the Other Registrable Securities other securities requested to be included in such registration, registration pro rata among the holders of all Registrable Securities and all Other Registrable Securities such securities on the basis of the number of shares requested to be included registered by such holders or as such holders may otherwise agree in such registration by each such holder, and (D) fourth, other securities requested to be included in such registrationwriting.

Priority on Primary Registrations. If a Piggyback Registration is an underwritten primary registration on behalf of the Company, and the managing underwriters advise the Company in writing that in their opinion the number of securities requested to be included in such registration exceeds the number which can be sold in an orderly manner in such offering within a price range acceptable to the Company, the Company shall will include in the such registration (Ai) first, the securities the Company proposes to sell, (Bii) second, the Preferred Conversion Registrable Securities requested to be included in such registration, pro rata among the holders of such Preferred Conversion Registrable Securities on the basis of the number of shares owned by each such holderholders, (Ciii) third, the Registrable Securities and the Other Executive Registrable Securities requested to be included in such registration, pro rata among the holders of all Registrable Securities and all Other such Executive Registrable Securities on the basis of the number of shares requested to be included in owned by such registration by each such holderholders, and (Div) fourth, other securities requested to be included in such registration.

Priority on Primary Registrations. If a Piggyback Registration is initiated as an underwritten primary registration on behalf of the CompanyCompany where the primary use of proceeds does not include the repurchase, redemption, acquisition or retirement of capital stock of the Company (a “Stock Repurchase”), and the managing underwriters advise underwriter advises the Company in writing that in their its opinion the number of securities requested to be included in such registration exceeds the number which that can be sold in an orderly manner in such offering within a without having an adverse effect on such offering, including the price range acceptable to the Companyat which such securities can be sold, then the Company shall include in such registration the registration maximum number of shares that such underwriter advises can be so sold without having such effect, allocated (Ai) first, to the securities the Company proposes to sell, (Bii) second, the Preferred Registrable Securities requested to be included in such registration, pro rata among the holders of such Preferred Registrable Securities on the basis of the number of shares owned by each such holder, (C) third, the Registrable Securities and the Other Registrable Securities requested to be included in such registration, pro rata among the holders of all Registrable Securities and all Other Registrable Securities on the basis of the number of shares Common Stock requested to be included in such registration by the Stockholders, pro rata among the Stockholders on the basis of the total number of Registrable Common Stock owned by each such holder, Stockholder and (Diii) fourththird, among other equity securities requested to be included in such registrationregistration by other stockholders of the Company to be allocated pro rata among the holders thereof on the basis of the number of such equity securities owned by each such holder.

Priority on Primary Registrations. If a Piggyback Registration is relates to an underwritten primary registration offering on behalf of the Company, and the managing underwriters advise the Company in writing that in their opinion the number of securities requested to be included in such registration exceeds the number which of securities that can be sold in an orderly manner such registration without adversely affecting the marketability or price per share of securities to be sold in such offering within a price range acceptable to the Companyoffering, the Company shall will include in such registration only such number of securities that in the registration opinion of such underwriters can be sold without such a material and adverse effect, which securities will be so included in the following order of priority: (Ai) first, the securities the Company proposes to sellissue and sell for its own account, (Bii) second, the Preferred Registrable Securities requested to be included in such registration, pro rata among the holders Holders of such Preferred Registrable Securities on the basis of the number of shares Registrable Securities so requested to be included therein owned by each such holder, (C) third, the Registrable Securities and the Other Registrable Securities requested to be included in such registration, pro rata among the holders of all Registrable Securities and all Other Registrable Securities on the basis of the number of shares requested to be included in such registration by each such holderHolder, and (Diii) fourththird, other securities requested to be included in such registrationregistration pursuant to other registration rights agreements or otherwise.

Priority on Primary Registrations. If Subject to Section 1.3(d), if a Piggyback Registration is an underwritten primary registration on behalf of the Company, Company and the managing underwriters advise underwriter advises the Company in writing that in their its opinion the number of securities requested to be included in the registration creates a substantial risk that the price per share of Common Stock will be reduced, then the managing underwriter may exclude shares (including Registrable Securities) from the registration and the underwriting, and the number of shares that may be included in such registration exceeds the number which can be sold in an orderly manner in such offering within a price range acceptable to the Companyand underwriting shall include, the Company shall include in the registration (A) first, the securities that the Company proposes to sell, (B) second, the Preferred Registrable Securities requested to be included in such registration, pro rata among the holders Holders of such Preferred Registrable Securities on the basis of the number of shares which are owned by each such holder, (C) third, the Registrable Securities and the Other Registrable Securities requested to be included in such registration, pro rata among the holders of all Registrable Securities and all Other Registrable Securities on the basis of the number of shares requested to be included in such registration by each such holderHolders, and (D) fourththird, other securities requested to be included in such registration; provided, however, in any registration subject to this Section 1.3(b), the right of the managing underwriter to exclude shares (including Registrable Securities) from the registration and underwriting as described above will be restricted so that the number of Registrable Securities included in any such registration is not reduced below twenty-five percent (25%) of the shares included in the registration.

Priority on Primary Registrations. If a Piggyback Registration is an underwritten primary registration on behalf of the Company, and the managing underwriters advise the Company in writing that in their opinion the number of securities requested to be included in such registration exceeds the number which can be sold in an orderly manner in such offering within a price range acceptable to without adversely affecting the CompanyCompany or the marketability of the offering, the Company shall include include, subject to Section 2(e), in the such registration (Ai) first, the securities the Company proposes to sell, (Bii) second, the Preferred Registrable Securities requested to be included in such registration, pro rata among the respective holders of such Preferred Registrable Securities on the basis of the number of shares owned by each such holder, (C) third, the Registrable Securities and the Other Registrable Securities requested to be included in such registration, pro rata among the holders of all Registrable Securities and all Other Registrable Securities thereof on the basis of the number of shares requested to be included in such registration (to the extent permitted to be so included, in the case of securities which are not Registrable Securities) by each such holder, holder and (Diii) fourththird, (if permitted by the holders of a majority of the Investor Registrable Securities) other securities of the Company requested to be included in such registration, pro rata among the respective holders thereof on the basis of the number of shares requested to be included in such registration (to the extent permitted to be so included, in the case of securities which are not Registrable Securities) by each such holder.

Priority on Primary Registrations. If a Piggyback Registration is an underwritten primary registration on behalf of the Company, and the managing underwriters advise the Company in writing that (with a copy to each party hereto requesting registration of Registrable Securities) that, in their opinion opinion, the number of securities requested to be included in such registration exceeds the number which can be sold in an orderly manner such offering without adversely affecting the marketability, proposed offering price, timing, distribution method or probability of success of the offering, then the Company will include in such offering within a price range acceptable to the Company, the Company shall include in the registration (Ai) first, the securities that the Company proposes to sell, (Bii) second, the Preferred FBR Registrable Shares and the Registrable Securities requested to be included in such registration, pro rata among the holders of such Preferred Registrable Securities thereof on the basis of the number of shares owned by each such holder, (C) third, the FBR Registrable Shares and Registrable Securities and the Other Registrable Securities requested to be included in such registration, pro rata among the holders of all Registrable Securities and all Other Registrable Securities on the basis of the number of shares requested to be included in such registration owned by each such holder, and (Diii) fourththird, other securities requested to be included in such registrationregistration pro rata among the holders of such securities on the basis of the number of such other securities owned by each such holder.

Priority on Primary Registrations. If a Piggyback Registration is an underwritten primary registration on behalf of the Company, and the managing underwriters advise the Company in writing that in their opinion the number of securities requested to be included in such registration exceeds the number which can be sold in an orderly manner in such offering within a price range acceptable to without adversely affecting the Companymarketability of the offering, the Company shall will include in the such registration (Ai) first, the securities the Company proposes to sell, (Bii) second, the Preferred Registrable Securities requested to be included in such registrationregistration by Maxtor, (iii) third, the Registrable Securities requested to be included in such registration by the other holders of Registrable Securities, allocated pro rata among the holders of such Preferred Registrable Securities on the basis of the number of shares Registrable Securities owned by each such holder, (C) third, the holder of Registrable Securities and the Other Registrable Securities requested to be included participating in such registration, pro rata among the holders of all Registrable Securities and all Other Registrable Securities on the basis of the number of shares requested offering (without regard to be included in such registration by each such holderMaxtor), and (Div) fourth, other securities requested to be included in such registration; provided that in any event (except an initial public offering) the holders of Registrable Securities shall be entitled to register at least 20% of the securities to be included in any such registration.

Priority on Primary Registrations. If a Piggyback Registration is an underwritten primary registration on behalf of the Company, and the managing underwriters advise the Company in writing that in their opinion the number of securities requested to be included in such registration exceeds the number which can be sold in such offering in an orderly manner in such offering within a price range acceptable to the CompanyCompany (such number which can be so sold, the "Piggyback Primary Optimal Amount"), the Company shall will include in the such registration (Ai) first, the securities the Company proposes to sell, (Bii) second, the Preferred Registrable Securities requested to be included in such registration, pro rata among the holders of such Preferred Registrable Securities on the basis of the number of shares owned by each such holder, up to the amount of Registrable Securities which, when combined with the securities included in clause (Ci) foregoing, is equal to the Piggyback Primary Optimal Amount and (iii) third, if the Registrable Securities and the Other Registrable Securities requested to be included in such registration, pro rata among the holders aggregate amount of all Registrable Securities and all Other Registrable Securities on the basis of the number of shares requested to be securities included in such registration by each such holder, and pursuant to clause (Di) fourthor clause (ii) foregoing or this clause (iii) is less than the Piggyback Primary Optimal Amount, other securities requested to be included in such registration.

Priority on Primary Registrations. If a Piggyback Registration is an underwritten primary registration on behalf of the Company, and the managing underwriters advise the Company in writing that in their opinion the number of securities requested to be included in such registration exceeds the number which can be sold in an orderly manner in such offering within a price range acceptable to the Company, the Company shall will include in the such registration (Ai) first, the securities the Company proposes to sell, (Bii) second, the Preferred Series D Registrable Securities, the Medtronic Registrable Securities and the Management Registrable Securities requested to be included in such registration, pro rata among the holders of such Preferred Series D Registrable Securities, Medtronic Registrable Securities and Management Registrable Securities on the basis of the number of shares owned by each such holder, (Ciii) third, the Registrable Securities and the Other other Registrable Securities requested to be included in such registration, pro rata among the holders of all Registrable Securities and all Other such Registrable Securities on the basis of the number of shares requested to be included in such registration Registrable Securities owed by each such holder, holder and (Div) fourth, other securities requested to be included in such registration.

Priority on Primary Registrations. If In the event that a Piggyback Registration is in connection with an underwritten primary registration on behalf offering of the Company, 's securities and the managing underwriters advise the Company in writing that in their opinion the number of securities requested to be included in such registration exceeds the number which that can be sold in such offering without adversely affecting such underwriters' ability to effect an orderly manner in distribution of such offering within a price range acceptable to the Companysecurities, the Company shall will include in the registration such registration: (Ai) first, the Company's securities proposed to be sold by the Company proposes to sell, Company; (Bii) second, the Preferred number of Registrable Securities requested to be included that, in the opinion of such registrationunderwriters, can be sold, pro rata among the holders Holders of such Preferred Registrable Securities securities on the basis of the number amount of shares Registrable Securities then owned by each such holder, Holder; and (Ciii) third, the Registrable Securities and the Other if all Registrable Securities requested to be included are included in such registration, pro rata among the holders of all Registrable Securities and all Other Registrable Securities on the basis of the number of shares requested to be included in such registration by each such holder, and (D) fourth, any other securities requested to be included in such registrationregistration that, in the opinion of such underwriters, can be sold.

Priority on Primary Registrations. If a Piggyback Registration is an underwritten primary registration on behalf of the Company, and the managing underwriters advise the Company in writing that in their opinion the number of securities requested required to be included in such registration exceeds the number which can be sold in an orderly manner in such offering within a price range acceptable to the Company, the Company shall will include in the such registration (Ai) first, the securities the Company proposes to sell, (Bii) second, any securities with registration rights having priority over those of the Preferred Registrable Securities Shares as to which the holders have requested registration, (iii) third, the Registrable Shares requested to be included in such registration and other securities as to which the holders have similar registration rights and have requested similar registration, pro rata among the holders of such Preferred Registrable Securities Shares and other securities on the basis of the number of shares owned by each such holder, (C) third, the Registrable Securities and the Other Registrable Securities requested to be included in such registration, pro rata among the holders of all Registrable Securities and all Other Registrable Securities on the basis of the number of shares requested to be included in such registration by each such holder, and (Div) fourth, other securities requested to be included in such registration.

Priority on Primary Registrations. If a Piggyback Registration is an underwritten primary registration on behalf of the Company, Company and the managing underwriters advise the Company in writing that in their opinion the number of securities requested to be included in such registration exceeds the number which can be sold in an orderly manner in such offering within a price range acceptable to the Company, the Company shall include in the such registration (Ai) first, the securities the Company proposes to sell, (Bii) second, the Preferred Investor Registrable Securities and Warrant Registrable Securities requested to be included in such registration, pro rata among the holders of such Preferred Registrable Securities on the basis of the number of shares owned by each such holder, (Ciii) third, the Registrable Securities and the Other Executive Registrable Securities requested to be included in such registration, pro rata among the holders of all Registrable Securities and all Other such Registrable Securities on the basis of the number of shares owned by each such holder, (iv) fourth, Other Stockholder Registrable Securities requested to be included in such registration, pro rata among the holders of such securities on the basis of the number of such securities owned by each such holder and (v) fifth, securities other than Registrable Securities requested to be included in such registration which in the opinion of such underwriters can be sold without adverse effect, pro rata among the holders of such securities on the basis of the number of such securities owned by each such holder, and (D) fourth, other securities requested to be included in such registration.

Priority on Primary Registrations. If a Piggyback Registration is an underwritten primary registration on behalf of the Company, and the managing underwriters advise the Company and the holders of Registrable Securities that have requested inclusion in writing that such offering that, in their opinion opinion, the number of securities requested to be included in such registration exceeds the number which can be sold in an orderly manner such offering without adversely affecting the marketability, proposed offering price, timing, distribution method or probability of success of such offering, then the Company will include in such offering within a price range acceptable to the Company, the Company shall include in the registration (Ai) first, the securities that the Company proposes to sell, (Bii) second, the Preferred Registrable Securities requested to be included in such registration, pro rata among the holders of such Preferred Registrable Securities on the basis of the number of shares owned by each such holder, (C) third, the Sun Registrable Securities and the Other Registrable Securities requested to be included in such registration, which in the opinion of such underwriters can be sold without adverse effect, pro rata among the holders of all Registrable Securities and all Other Registrable Securities thereof on the basis of the number of shares requested to be included in such registration Registrable Securities owned by each such holder, and (Diii) fourththird, the other securities requested to be included in such registrationregistration which in the opinion of such underwriters can be sold without adverse effect, pro rata among the holders thereof on the basis of the number of such other securities owned by each such holder.

Priority on Primary Registrations. If a Piggyback Registration is an underwritten primary registration on behalf of the Company, and the managing underwriters advise the Company in writing that in their opinion the number of securities requested to be included in such registration exceeds the number which can be sold in an orderly manner in such offering within a price range acceptable to the Company, the Company shall include in the such registration (Ai) first, the securities the Company proposes to sell, (Bii) second, the Preferred Registrable Securities (other than Executive Registrable Securities or Exchanging Bondholder Registrable Securities) requested to be included in such registration, pro rata among the holders of such Registrable Securities on the basis of the number of shares owned by each such holder, (iii) third, the Exchanging Bondholder Registrable Securities requested to be included in such registration, pro rata among the holders of such Preferred Registrable Securities on the basis of the number of shares owned by each such holder, (Civ) third, the Registrable Securities and the Other Executive Registrable Securities requested to be included in such registration, pro rata among the holders of all Registrable Securities and all Other such Registrable Securities on the basis of the number of shares requested to be included in such registration owned by each such holder, and (Dv) fourthfifth, other securities requested to be included in such registration.

Priority on Primary Registrations. If a Piggyback Registration is an underwritten primary registration on behalf of the Company, and the managing underwriters advise the Company in writing that (with a copy to each party hereto requesting registration of Registrable Securities) that, in their opinion opinion, the number of securities requested to be included in such registration exceeds the number which can be sold in an orderly manner such offering without adversely affecting the marketability, proposed offering price, timing, distribution method or probability of success of such offering, then the Company will include in such offering within a price range acceptable to the Company, the Company shall include in the registration (Ai) first, the securities that the Company proposes to sell, (Bii) second, the Preferred Registrable Securities requested to be included in such registration, pro rata among the holders of such Preferred Registrable Securities thereof on the basis of the number of shares owned by each such holder, (C) third, the Registrable Securities and the Other Registrable Securities requested to be included in such registration, pro rata among the holders of all Registrable Securities and all Other Registrable Securities on the basis of the number of shares requested to be included in such registration owned by each such holder, and (Diii) fourththird, other securities requested to be included in such registrationregistration pro rata among the holders of such securities on the basis of the number of such other securities owned by each such holder.

Priority on Primary Registrations. If a Piggyback Registration is an underwritten primary registration on behalf of the Company, Company and the managing underwriters advise the Company in writing that in their opinion the number of securities requested to be included in such the registration exceeds the number which that can be sold in an orderly manner in such offering within a price range acceptable to without adversely affecting the Companymarketability of the offering, the Company shall include in such registration only the registration amount of securities which the managing underwriters have advised can be sold and will allocate such amount as follows: (Ai) first, to the securities that the Company proposes to sell, (Bii) second, to the Preferred Series A Registrable Securities requested to be included in such registrationthe registration by the holders thereof, pro rata among the holders of such Preferred the Series A Registrable Securities on the basis of the number of shares such securities owned by each such holder, (Ciii) third, to the Registrable Securities and the Other Registrable Securities requested to be included in such registrationthe registration by the holders thereof, pro rata among the holders of all Registrable Securities and all Other the Registrable Securities on the basis of the number of shares requested to be included in such registration securities owned by each such holder, and (Div) fourth, to any other securities requested to be included in such the registration.

Priority on Primary Registrations. If a Piggyback Registration is an underwritten primary registration on behalf of the Company, and the managing underwriters advise the Company in writing that that, in their opinion opinion, the number of equity securities requested to be included in such registration exceeds the number which can be sold in an orderly manner in such offering within a price range acceptable to the Companyoffering, the Company shall will include in the such registration (Ai) first, the equity securities the Company proposes to sell, (Bii) second, the Preferred Registrable Securities Accredited Investor's shares and the Registerable Shares requested to be included in such registrationPiggyback Registration, pro rata among the holders thereof based upon a fraction, with respect to each holder, the numerator of such Preferred Registrable Securities on the basis of which is the number of the shares owned requested to be sold by each such holder, (C) third, the Registrable Securities and the Other Registrable Securities denominator of which is the total number of the Accredited Investor's and the Registerable Shares requested to be included in such registration, pro rata among Piggyback Registration by the Accredited Investor and all holders of all Registrable Securities and all Other Registrable Securities on the basis of the number of shares requested to be included in such registration by each such holder, Registerable Shares and (Diii) fourth, any other equity securities requested to be included in such registration.

Priority on Primary Registrations. If a Piggyback Registration is an underwritten primary registration on behalf of the Company, and the Company shall include in such registration all securities requested to be included in such registration; provided, that if the managing underwriters advise the Company in writing that in their opinion the number of securities requested to be included in such registration exceeds the number which can be sold in an orderly manner in such offering within a price range acceptable to without adversely affecting the Companymarketability of the offering, the Company shall include in the such registration (Ai) first, the securities the Company proposes to sell, (Bii) second, the Preferred number of Registrable Securities and PIPE Securities requested to be included in such registrationregistration by the holders of Registrable Securities and PIPE Securities, if necessary, pro rata among the holders of such Preferred Registrable Securities and PIPE Securities on the basis of the number of shares of such Registrable Securities or PIPE Securities owned by each such holderholder at such time, and (Ciii) third, any other securities of the Registrable Securities and the Other Registrable Securities Company requested to be included in such registrationregistration pro rata, pro rata among the holders of all Registrable Securities and all Other Registrable Securities if necessary, on the basis of the number of shares requested to be included in of such registration other securities owned by each such holder, and (D) fourth, other securities requested to be included in holder at such registrationtime.

Priority on Primary Registrations. If a Piggyback Registration is an underwritten primary registration on behalf of the Company, and the managing underwriters advise the Company in writing that in their opinion the number of securities requested to be included in such registration exceeds the number which can be sold in an orderly manner such offering and/or that the number of shares of Registrable Common Shares proposed to be included in any such registration would adversely affect the price per share of the Company's equity securities to be sold in such offering within a price range acceptable to the Companyoffering, the Company shall include in the such registration (Ai) first, the securities the Company proposes to sell, (Bii) second, the Preferred Registrable Securities Common Shares requested to be included in such registrationtherein by the Holders, pro rata among the holders Holders of such Preferred Registrable Securities on the basis of the number of shares owned by each such holder, (C) third, the Registrable Securities and the Other Registrable Securities requested to be included in such registration, pro rata among the holders of all Registrable Securities and all Other Registrable Securities Common Shares on the basis of the number of shares requested to be included in registered by such registration by each such holderHolders, and (Diii) fourththird, other securities requested to be included in such registrationregistration pro rata among the holders of such securities on the basis of the number of shares requested to be registered by such holders or as such holders may otherwise agree.

Priority on Primary Registrations. If Following registration of the Delayed Registrable Securities, if a Piggyback Registration is an underwritten primary registration on behalf of the Company, and the managing underwriters advise the Company in writing that in their opinion the number of securities requested to be included in such registration exceeds the number which can be sold in an orderly manner in such offering within a price range acceptable to without adversely affecting the Companymarketability, proposed offering price, timing or method of distribution of the offering, the Company shall will include in the such registration (Ai) first, the securities the Company proposes to sell, (Bii) second, the Preferred Registrable Securities requested to be included in such registrationregistration which, in the opinion of the underwriters, can be sold without any such adverse effect, pro rata among the holders of such Preferred Registrable Securities on the basis of the number of shares owned by each such holder, and (Ciii) third, the Registrable Securities and the Other Registrable Securities requested to be included in such registration, pro rata among the holders of all Registrable Securities and all Other Registrable Securities on the basis of the number of shares requested to be included in such registration by each such holder, and (D) fourth, other securities requested to be included in such registration which, in the opinion of the underwriters, can be sold without any such adverse effect; provided that in any event the holders of Registrable Securities will be entitled to register at least 66 2/3% of the securities to be included in any such registration.

Priority on Primary Registrations. If a Piggyback Registration is in part an underwritten primary registration on behalf of the Company, Company and the managing underwriters advise the Company in writing that in their opinion the number of securities requested to be included in such registration exceeds the number which can be sold in an orderly manner in such offering within a price range acceptable to the CompanyCompany and without adversely affecting the marketability of the offering, then the Company shall will include in the such registration (Ai) first, the securities the Company proposes to sell, (Bii) second, the Preferred Registrable Securities (other than the Founders' Registrable Securities)requested to be included in such registration, pro rata among the Holders (other than the Founders) based on the number of Registrable Securities requested by each such Holder to be so included, (iii) third, the Founders' Registrable Securities requested to be included in such registration, pro rata among the holders of such Preferred Registrable Securities Founders based on the basis of the number of shares owned Registrable Securities requested by each such holder, (C) third, the Registrable Securities and the Other Registrable Securities requested Founder to be so included in such registration, pro rata among the holders of all Registrable Securities and all Other Registrable Securities on the basis of the number of shares requested to be included in such registration by each such holder, and (Div) fourth, any other securities requested to be included in such registration, in such manner as the Company may determine.

Priority on Primary Registrations. If a Piggyback Registration is --------------------------------- an underwritten primary registration on behalf of the CompanyIssuer, and the managing underwriters advise the Company Issuer in writing that (with a copy to each party hereto requesting registration of Registrable Securities) that, in their opinion opinion, the number of securities requested to be included in such registration exceeds the number which can be sold in an orderly manner in such offering within a price range acceptable to the CompanyIssuer, the Company shall Issuer will include in the such registration (Ai) first, the securities that the Company Issuer proposes to sell, (Bii) second, the Preferred ----- ------ Registrable Securities requested to be included in such registration, pro rata among the holders of such Preferred Registrable Securities thereof on the basis of the number of shares Registrable Securities owned by each such holder, and (Ciii) third, the Registrable Securities and the Other Registrable Securities other securities requested to be ----- included in such registration, registration pro rata among the holders of all Registrable Securities and all Other Registrable Securities such securities on the basis of the number of shares requested to be included in such registration other securities owned by each such holder, and (D) fourth, other securities requested to be included in such registration.

Priority on Primary Registrations. If a Piggyback Registration is an underwritten primary registration on behalf of the Company, and the managing underwriters advise the Company in writing that in their opinion the number of securities requested to be included in such registration exceeds the number which can be sold in an orderly manner in such offering within a price range acceptable to the Company, the Company shall include in the such registration (Ai) first, the securities the Company proposes to sell, (Bii) second, the Preferred Priority Registrable Securities requested to be included in such registration, pro rata among the holders of such Preferred Priority Registrable Securities on the basis of the number of shares owned by each such holder, (Ciii) third, the Registrable Securities and the Other Executive Registrable Securities requested to be included in such registration, pro rata among the holders of all Registrable Securities and all Other such Executive Registrable Securities on the basis of the number of shares requested to be included in such registration owned by each such holder, and (Div) fourth, other securities requested to be included in such registration.

Priority on Primary Registrations. If a Piggyback Registration is an underwritten primary registration on behalf of the Company, and the managing underwriters advise the Company in writing that in their opinion the number of securities requested to be included in such registration exceeds the number which can be sold in an orderly manner in such offering within a price range acceptable to the Companyoffering, the Company shall will include in the such registration (Ai) first, the securities the Company proposes to sell, (Bii) second, the Preferred Registrable Securities requested to be included in such registration, pro rata among the holders of such Preferred Registrable Securities on the basis of the number of shares owned by each such holder, (C) third, the Registrable Securities and the Other Registrable Securities requested to be included in such registration, pro rata among the holders of all Registrable Securities and all Other Registrable Securities on the basis of the number of shares requested to be included in such registration by each such holderholders, and (Diii) fourththird, other securities requested to be included in such registration; provided, that in any Piggyback Registration other than the Initial Public Offering of the Company's Common Stock, the holders of Registrable Securities shall be permitted to include in any such registration on a pro rata basis not less than 25% of the number of shares of Common Stock proposed to be sold in such offering, unless the holders of a majority of the Registrable Securities requesting such registration agree in writing to reduce such portion or to waive their rights under this proviso.

Priority on Primary Registrations. If a Piggyback Registration is --------------------------------- an underwritten primary registration on behalf of the Company, and the managing underwriters advise the Company in writing that in their opinion the number of securities requested to be included in such registration exceeds the number which can be sold in an orderly manner in such offering within a price range acceptable to without adversely affecting the Companymarketability of the offering, the Company shall include in the such registration (Ai) first, the securities the Company proposes to sell, (Bii) second, the Preferred Investor Registrable Securities requested to be included in such registration, pro rata among the holders of such Preferred Investor Registrable Securities on the basis of the number of shares owned by each such holder, (Ciii) third, the Registrable Securities and the Other Stockholder Registrable Securities requested to be included in such registration, pro rata among the holders of all Registrable Securities and all such Other Stockholder Registrable Securities on the basis of the number of shares requested to be included in such registration owned by each such holder, and (Div) fourth, other securities requested to be included in such registration; provided that in any event the holders of the Investor Registrable -------- Securities shall be entitled to register at least 50% of the securities to be included in any such registration.

Priority on Primary Registrations. If a Piggyback Registration is an underwritten primary registration on behalf of the Company, and the managing underwriters advise the Company in writing that in their opinion the number of securities requested to be included in such registration exceeds the number which can be sold in an orderly manner in such offering within a price range acceptable to without adversely affecting the Companymarketability of the offering, the Company shall include include, subject to Section 2(e), in the such registration (Ai) first, the securities the Company proposes to sell, (Bii) second, the Preferred Registrable Securities requested to be included in such registration, pro rata among the respective holders of such Preferred Registrable Securities on the basis of the number of shares owned by each such holder, (C) third, the Registrable Securities and the Other Registrable Securities requested to be included in such registration, pro rata among the holders of all Registrable Securities and all Other Registrable Securities thereof on the basis of the number of shares requested to be included in such registration (to the extent permitted to be so included, in the case of securities which are not Registrable Securities) by each such holder, holder and (Diii) fourththird, (if permitted by the holders of a majority of the Investor Registrable Securities) other securities of the Company requested to be included in such registration, pro rata among the respective holders thereof on the basis of the number of shares requested to be included in such registration (to the extent permitted to be so included, in the case of securities which are not Registrable Securities) by each such holder.

Priority on Primary Registrations. If a Piggyback Registration is an underwritten primary registration on behalf of the Company, and the managing underwriters advise the Company in writing that in their opinion the number of securities requested to be included in such registration exceeds the number which can be sold in an orderly manner such offering and/or that the number of securities requested to be included in such offering within a registration would adversely affect the price range acceptable to per share of the Company's securities to be sold in such offering, the Company shall include in the such registration (Ai) first, the securities the Company proposes to sell, (Bii) second, the Preferred Registrable Securities requested to be included in such registrationtherein by the Holders, pro rata among the holders Holders of such Preferred Registrable Securities on the basis of the number of shares owned by each such holder, (C) third, the Registrable Securities and the Other Registrable Securities requested to be included in such registration, pro rata among the holders of all Registrable Securities and all Other Registrable Securities on the basis of the number of shares requested to be included in registered by such registration by each such holderHolders, and (Diii) fourththird, other securities requested to be included in such registrationregistration pro rata among the holders of such securities on the basis of the number of shares requested to be registered by such holders or as such holders may otherwise agree.

Priority on Primary Registrations. If a Piggyback Registration is an underwritten primary registration on behalf of the Company, and the managing underwriters advise the Company in writing that in their opinion the number of securities requested to be included in such registration exceeds the number which can be sold in an orderly manner in such offering within a price range acceptable to the Company, the Company shall include in the such registration (Ai) first, the securities the Company proposes to sell, (Bii) second, the Preferred Registrable Securities Columbus/395874.3 requested to be included in such registration, pro rata among the holders of such Preferred Registrable Securities on the basis of the number of shares owned by each such holder, (C) third, the Registrable Securities and the Other Registrable Securities requested to be included in such registration, pro rata among the holders of all Registrable Securities and all Other Registrable Securities on the basis of the number of shares requested to be included in such registration by each such holder, and (Diii) fourththird, other securities requested to be included in such registration. Notwithstanding the foregoing, if a Piggyback Registration is an underwritten offering and the managing underwriters advise the Company in writing that in their opinion the number of Registrable Securities held by the Management Stockholders requested to be included in such offering would adversely affect the marketability of the offering, the Company shall be entitled to exclude from such offering the Registrable Securities held by such Management Stockholders.

Priority on Primary Registrations. If a Piggyback Registration is an underwritten primary registration on behalf of the Company, and the managing underwriters advise the Company in writing that in their opinion the number of securities requested to be included in such registration exceeds the number which can be sold in an orderly manner in such offering within a price range acceptable to without adversely affecting the Companymarketability of the offering, the Company shall include in the such registration (Ai) first, the securities the Company proposes to sell, (Bii) second, the Preferred such number of Registrable Securities requested to be included in such registration, pro rata among the respective holders of such Preferred Registrable Securities on the basis of the number of shares Registrable Securities owned by each such holder, holder immediately prior to such registration and (Ciii) third, the Registrable Securities and the Other Registrable Securities requested subject to be included in such registrationSection 1(g) hereof, pro rata among the holders of all Registrable Securities and all Other Registrable Securities on the basis of the number of shares requested to be included in such registration by each such holder, and (D) fourth, any other securities requested to be included in such registration; provided that the holders of Management Registrable Securities and Other Registrable Securities (to the extent holders of Other Registrable Securities are employees of the Company or any of its Subsidiaries) may participate in such underwritten offering only to the extent agreed to by the managing underwriters.

Priority on Primary Registrations. If a Piggyback Registration is an underwritten primary registration on behalf of the Company, and the managing underwriters advise the Company in writing that in their opinion good faith judgment the number of securities requested to be included in such registration exceeds the maximum number which can be sold in an orderly manner in such offering within a price range acceptable to therein without adversely affecting the Companymarketability of the offering, the Company shall include in the such registration (Ai) first, the securities the Company proposes to sell, (Bii) second, the Preferred Secured Lender Registrable Securities and the SDN Registrable Securities requested to be included in such registrationtherein by the holders of the Secured Lender Registrable Securities (the “Secured Lenders”) and the holders of the SDN Registrable Securities (the “SDN Holders”), respectively, pro rata among the holders of such Preferred Registrable Securities on the basis of the number of shares owned by each such holderaccording to their respective ownership, (Ciii) third, the Registrable Securities and the Other Registrable Securities requested to be included in such registrationtherein by the Holders, pro rata among the holders of all Registrable Securities and all Other Registrable Securities on the basis of the number of shares requested according to be included in such registration by each such holdertheir respective ownership, and (Div) fourth, other securities requested to be included selected by the Company in such registrationaccordance with then existing agreements.

Priority on Primary Registrations. If a Piggyback Registration is an underwritten primary registration on behalf of the Company, and the managing underwriters advise the Company in writing that in their opinion the number of securities requested to be included in such registration exceeds the number which can be sold in an orderly manner in such offering within a price range acceptable to the Company, the Company shall include in the such registration (Ai) first, the securities the Company proposes to sell, (Bii) second, the Preferred Senior Investor Registrable Securities requested to be included in such registration, pro rata among the holders of such Preferred Senior Investor Registrable Securities on the basis of the number of shares Senior Investor Registrable Securities owned by each such holder, (Ciii) third, the Registrable Securities and the Other Junior Investor Registrable Securities requested to be included in such registration, pro rata among the holders of all Registrable Securities and all Other such Junior Investor Registrable Securities on the basis of the number of shares requested to be included in such registration Junior Investor Registrable Securities owned by each such holder, holder and (Div) fourth, other securities requested to be included in such registration; provided, however, that in no event shall the amount of securities owned by the holders of Registrable Securities included in the registration be reduced below 20% of the total amount of securities included in such registration unless such offering is the Initial Public Offering.

Priority on Primary Registrations. If a Piggyback Registration is relates to an underwritten primary registration on behalf public offering of equity securities by the Company, Company and the managing underwriters advise the Company in writing that in their opinion the number of securities requested to be included in such registration exceeds the number which can be sold in an orderly manner in such offering within a price range acceptable to the Company, the Company shall will include in the such registration (Ai) first, the securities proposed to be sold by the Company proposes to sellCompany, (Bii) second, the Preferred Registrable Securities Issued Warrant Shares (as defined in the Warrant Agreement), (iii) third, the Underlying Common Stock requested to be included in such registration, pro rata among the holders of such Preferred Registrable Securities Underlying Common Stock on the basis of the number of shares owned by each such holder, (Civ) thirdfourth, the Registrable Securities and the Other Registrable Securities requested to be included in such registration, pro rata among the holders of all Registrable Securities and all Other Registrable Securities on the basis of the number of shares securities other than Underlying Common Stock requested to be included in such registration by each such holderholders of Underlying Common Stock and non-Purchaser Affiliates, and (Dv) fourthfifth, other securities requested to be included in such registration.

Priority on Primary Registrations. If a Piggyback Registration is an underwritten primary registration on behalf of the Company, and the managing underwriters underwriter(s) advise the Company in writing that in their opinion the number of securities requested to be included in such registration exceeds the largest number which that can be sold in such offering and/or that the number of Registrable Securities proposed to be included in any such registration would have an orderly manner adverse effect on the offering, including the price per share at which the Company's equity securities can be sold in such offering within a price range acceptable to the Companyoffering, the Company shall include in the such registration (Ai) first, the securities the Company proposes to sell, (Bii) second, the Preferred Registrable Securities requested to be included in such registrationtherein by the Shareholders, pro rata among the holders Shareholders of such Preferred Registrable Securities on the basis of the number of shares owned Registrable Securities requested to be registered by each such holder, Shareholders and (Ciii) third, the Registrable Securities and the Other Registrable Securities other securities requested to be included in such registration, registration pro rata among the holders of all Registrable Securities and all Other Registrable Securities such securities on the basis of the number of shares requested to be included registered by such holders or as such holders may otherwise agree in such registration by each such holder, and (D) fourth, other securities requested to be included in such registrationwriting.

Priority on Primary Registrations. If a Piggyback Registration is an underwritten primary registration on behalf Notwithstanding any other provisions of this Agreement, if the managing underwriter of the Company, and proposed offering delivers a written opinion to the managing underwriters advise Holders that the Company in writing that in their opinion the number total amount or kind of securities requested which the Holders and any other Persons entitled to be included in such registration exceeds the offering would have a material adverse effect on the number which can be sold in an orderly manner of Registrable Securities or the price of the Registrable Securities in such offering within a price range acceptable to offering, then the Company, managing underwriter may limit some or all of the Company shall include Registrable Securities that may be included in the registration and underwriting as follows: (Aa) first, the securities the Company proposes to sell, (Bb) second, the Preferred Registrable Securities requested to be included in such registrationregistration and any other securities requested to be included in such registration pursuant to the Company's Registration Rights Agreement dated September 21, 1994, pro rata among the holders of such Preferred Registrable Securities and such holders of such other securities requesting such registration on the basis of the number of shares of such securities owned by each such holder, holder and (Cc) third, the Registrable Securities and the Other Registrable Securities requested to be included in such registration, pro rata among the holders of all Registrable Securities and all Other Registrable Securities on the basis of the number of shares requested to be included in such registration by each such holder, and (D) fourth, any other securities requested to be included in such registrationregistration that are held by Persons receiving registration rights after the date of this Agreement.

Priority on Primary Registrations. If a Piggyback Registration is an underwritten primary registration on behalf of the CompanyCorporation, and the managing underwriters advise the Company Corporation in writing that that, in their opinion opinion, the number of securities requested to be included in such registration exceeds the number which can be sold in an orderly manner in such offering within a price range acceptable to the CompanyCorporation, then the Company Corporation shall include in the registration such registration, (Ai) first, the securities the Company Corporation proposes to sellsell that, in the opinion of such underwriters, can be sold in an orderly manner within the price range of such offering, (Bii) second, the Preferred Registrable Securities requested to be included in such registrationregistration that, in the opinion of such underwriters, can be sold in an orderly manner within the price range of such offering (if any), pro rata among the respective holders of such Preferred Registrable Securities thereof on the basis of the number amount of shares owned by each such holder, (C) third, the Registrable Securities and the Other Registrable Securities requested to be included in such registration, pro rata among the holders of all Registrable Securities and all Other Registrable Securities on the basis of the number of shares requested to be included in such registration owned by each such holder, and (Diii) fourththird, the other securities requested to be included in such registrationregistration that, in the opinion of such underwriters, can be sold in an orderly manner within the price range of such offering (if any).

Priority on Primary Registrations. If a Piggyback Registration is an underwritten primary registration on behalf of the Company, and the managing underwriters advise the Company in writing that in their opinion the number of securities requested to be included in such registration exceeds the number which can be sold in an orderly manner such offering without adversely affecting the marketability of such offering, then the Company will include in such offering within a price range acceptable to the Company, the Company shall include in the registration (Aa) first, the securities the Company proposes to sell, (Bb) second, the Preferred (I) Registrable Securities requested to be included in such registration, and (II) other securities as to which the Company has granted pari passu registration rights, pro rata among the holders of such Registrable Securities and other securities on the basis of the number of Registrable Securities and other securities so requested to be included therein owned by each such holder and (c) third, other securities requested to be included in such registration, pro rata among the holders of such Preferred Registrable Securities securities on the basis of the number of shares securities so requested to be included therein owned by each such holder, (C) third, the Registrable Securities and the Other Registrable Securities requested to be included in such registration, pro rata among the holders of all Registrable Securities and all Other Registrable Securities on the basis of the number of shares requested to be included in such registration by each such holder, and (D) fourth, other securities requested to be included in such registration.

Priority on Primary Registrations. If a Piggyback Registration is an underwritten registration involving only primary registration on behalf of issuance by the CompanyCompany (in which Registrable Securities are to be included pursuant to Section 2(a)), and the managing underwriters advise the Company in writing that in their opinion the number of securities requested to be included in such registration exceeds the number which can be sold in an orderly manner in such offering within a price range acceptable to without adversely affecting the Companymarketability, proposed offering price, timing or method of distribution of the offering, the Company shall will include in the such registration (Ai) first, the securities the Company proposes to sell, (Bii) second, the Preferred Investor Registrable Securities requested to be included in such registrationregistration which, in the opinion of the underwriters, can be sold without any such adverse effect, pro rata among the holders of such Preferred Registrable Securities Investors on the basis of the number of shares Investor Registrable Securities owned by each such holderInvestor, (Ciii) third, the Registrable Securities and the Other Registrable Securities requested to be included in such registrationregistration by Other Holders which, in the opinion of the underwriters, can be sold without any such adverse effect, pro rata among the holders of all Registrable Securities and all Other Registrable Securities Holders on the basis of the number of shares requested to be included in such registration Registrable Securities owned by each such holderOther Holder, and (Div) fourth, other securities requested to be included in such registrationregistration which, in the opinion of the underwriters, can be sold without any such adverse effect.

Priority on Primary Registrations. If a Piggyback Registration is --------------------------------- involves an underwritten primary registration on behalf of the Company, offering and the managing underwriter or underwriters advise of any such proposed public offering delivers a written opinion to the Company in writing and the holders of Registrable Securities requesting registration under this Section 4 that in their opinion the total number or kind of securities requested which such holders and any other Persons entitled to be included in such public offering would adversely affect its ability to effect such an offering, then the Company may limit some or all the Registrable Securities and other securities that may be included in such registration exceeds and underwriting to the extent of the number or kind of securities which the Company is so advised can be sold in an orderly manner in (or during the time of) such offering within a price range acceptable to the Companywithout having such an adverse effect, the Company shall include in the registration such that: (Aa) first, the all securities proposed by the Company proposes to sellbe sold for its own account, (Bb) second, the Preferred Registrable Securities requested to be included in such registration, the registration pro rata among the holders of such Preferred the Registrable Securities requesting such registration, on the basis of the total number of shares owned by of such securities that each such holder, (C) third, holder of the Registrable Securities and otherwise proposed to include in the Other Registrable Securities requested to be included in such registration, pro rata among the holders of all Registrable Securities and all Other Registrable Securities on the basis of the number of shares requested to be included in such registration by each such holder, and (D) fourth, other securities requested to be included in such registrationPiggyback Registration.

Priority on Primary Registrations. If a Piggyback Registration is an underwritten primary registration on behalf of the Company, and the managing underwriters advise the Company in writing that in their opinion the number of securities requested to be included in such registration exceeds the number of securities which can be sold in an orderly manner in such offering within a price range acceptable to without adversely affecting the Companymarketability of the offering, then the Company shall include in such registration only that number of securities which in the registration opinion of such underwriters can be sold in such offering without adversely affecting the marketability of the offering, with priority to be included determined as follows: (Ai) first, the securities the Company proposes to sell, (Bii) second, the Preferred Registrable Securities requested to be included in such registration, pro rata among the respective holders of such Preferred Registrable Securities thereof on the basis of the number of shares Registrable Securities owned by each such holder, holder and (Ciii) third, the Registrable Securities and the Other Registrable Securities any other securities requested to be included in such registration, pro rata among the respective holders of all Registrable Securities and all Other Registrable Securities thereof on the basis of the number of shares requested to be included in such registration securities owned by each such holder, and (D) fourth, other securities requested to be included in such registration.

Priority on Primary Registrations. If a Piggyback Registration is an underwritten primary registration on behalf of the Company, and the managing underwriters advise the Company in writing that in their opinion the number of securities requested to be included in such registration exceeds the number which can be sold in an orderly manner in such offering within a price range acceptable to without adversely affecting the Companymarketability of the offering, the Company shall include in the such registration (Ai) first, the securities the Company proposes to sell, (Bii) second, the Preferred such number of Registrable Securities requested to be included in such registration, pro rata among the respective holders of such Preferred Registrable Securities on the basis of the number of shares Registrable Securities owned by each such holder, holder immediately prior to such registration and (Ciii) third, the Registrable Securities and the Other Registrable Securities requested subject to be included in such registrationSection 1(g) hereof, pro rata among the holders of all Registrable Securities and all Other Registrable Securities on the basis of the number of shares requested to be included in such registration by each such holder, and (D) fourth, any other securities requested to be included in such registration; provided that the holders of Executive Registrable Securities and Other Registrable Securities (to the extent holders of Other Registrable Securities are employees of the Company or any of its Subsidiaries) may participate in such underwritten offering only to the extent agreed to by the managing underwriters.

Priority on Primary Registrations. (i) If a Piggyback Registration under Section 3(a)(i) is in part an underwritten primary registration on behalf of the Company, Company and the managing underwriters advise the Company in writing that in their opinion the number of securities requested to be included in such registration exceeds the number which can be sold in an orderly manner in such offering within a price range acceptable to the CompanyCompany and without adversely affecting the marketability of the offering, then the Company shall will include in the such registration (Ai) first, the securities the Company proposes to sell, (Bii) second, up to 50% of the Preferred Investor Registrable Securities requested to be included in such registration, (iii) third, the Registrable Securities requested to be included in such registration, pro rata from among the holders of such Preferred Registrable Securities on the basis of according to the number of shares owned by each such holder, (C) third, the Registrable Securities and the Other Registrable Securities requested by them to be included in such registration, pro rata among the holders of all Registrable Securities and all Other Registrable Securities on the basis of the number of shares requested to be included in such registration by each such holderso included, and (Div) fourth, any other securities requested to be included in such registration, in such manner as the Company may determine.

Priority on Primary Registrations. If a the proposed Piggyback Registration is an underwritten primary registration on behalf of the Company, and the managing underwriters Underwriters advise the Company in writing that in their opinion the number of securities requested to be included in such registration exceeds the number which can be sold in such offering in an orderly manner in such offering within a price range acceptable to the Company, the Company shall will include in the such registration (Ai) first, the securities the Company proposes to sell, (B) second, sell and the Preferred High Priority Registrable Securities requested to be included (as defined in such registrationthe Recent PRRAA), pro rata among the Company and the holders of such Preferred Registrable Securities on the basis of the number of shares owned by each such holder, (C) third, the Registrable Securities and the Other Registrable Securities requested to be included in such registration, pro rata among the holders of all Registrable Securities and all Other High Priority Registrable Securities on the basis of the number of shares requested to be included by the Company and each such holder, and (ii) second, the greatest number of Eligible Registrable Securities and the remaining Other Registrable Stock requested to be included which in the opinion of such Underwriters can be sold in an orderly manner in the price range of such offering, pro rata among the respective holders thereof on the basis of the amount of Eligible Registrable Securities or Other Registrable Stock requested to be included in such registration by each such holder, and (D) fourth, other securities requested to be included in such registration.

Priority on Primary Registrations. If a Piggyback Registration is ---------------------------------- an underwritten primary registration on behalf of the Company, and the managing underwriters advise the Company in writing that in their opinion the number of securities requested to be included in such registration exceeds the number which can be sold in an orderly manner in such offering within a price range acceptable to without adversely affecting the Companymarketability of the offering, the Company shall include in the such registration (Ai) first, the ----- securities the Company proposes to sell, (Bii) second, the Preferred Investor Registrable ------ Securities requested to be included in such registration, pro rata among the holders of Investor Registrable Securities on the basis of the number of Investor Registrable Securities owned by each such holder, (iii) third, the ----- Exclusive Registrable Securities requested to be included in such registration, pro rata among the holders of such Preferred Executive Registrable Securities on the basis of the number of shares Executive Registrable Securities owned by each such holder, (C) third, the Registrable Securities and the Other Registrable Securities requested to be included in such registration, pro rata among the holders of all Registrable Securities and all Other Registrable Securities on the basis of the number of shares requested to be included in such registration by each such holder, holder and (Div) fourth, any other securities requested to be included in such registration, ------ pro rata among the holders thereof.

Priority on Primary Registrations. If a Piggyback Registration is relates to an underwritten primary registration offering on behalf of the Company, and the managing underwriters underwriter(s) advise the Company in writing that that, in their opinion opinion, the number of securities requested to be included in such registration exceeds the number which that can be sold in an orderly manner in without adversely affecting the marketability of such offering within a per share price range acceptable to the Company, the Company shall will include in such registration or prospectus only such number of securities that in, the registration opinion of such underwriters, can be sold without adversely affecting the marketability of the offering within the per share price range acceptable to the Company, which securities will be so included in the following order of priority: (Ai) first, the number of securities the Company proposes to sell, (Bii) second, the Preferred number of Registrable Securities of any holders of Registrable Securities who have requested registration of Registrable Securities pursuant to be included in such registrationSection 4.1(a), pro rata among the holders of such Preferred Registrable Securities on the basis of the aggregate number of shares such securities owned by each such holder, holder of Registrable Securities and (Ciii) third, the Registrable Securities and the Other Registrable Securities any securities requested to be included in such registrationpursuant to the exercise of other contractual registration rights granted by the Company, pro rata among the such holders of all Registrable Securities and all Other Registrable Securities (if applicable) on the basis of the aggregate number of shares requested to be included in such registration by each such holder, and (D) fourth, other securities requested to be included in by such registrationholders.

Priority on Primary Registrations. If a Piggyback Registration is an underwritten primary registration on behalf of the Company, and the managing underwriters advise the Company in writing that in their opinion the number of securities requested to be included in such registration exceeds the number which that can be sold in an orderly manner in such offering within a price range acceptable to the Company, the Company shall include in such registration, up to the registration aggregate quantity of shares which, in the opinion of such underwriters, can be sold in an orderly manner within the price range of such offering without adversely affecting the marketability of the offering: (Ai) first, the securities the Company proposes to sell, (Bii) second, the Preferred Issued Warrant Shares, and (iii) third, the Registrable Securities requested to be included in such registrationregistration and the Other Securities requested to be included in such registration pursuant to rights granted by the Company, pro rata among the holders of such Preferred Registrable Securities and the Other Securities on the basis of the number quantity of shares owned by each such holder, (C) third, the Registrable Securities and such Other Securities that each holder has requested the Other Registrable Securities requested Company to be included in such registration, pro rata among the holders of all Registrable Securities and all Other Registrable Securities on the basis of the number of shares requested to be included in such registration by each such holder, and (D) fourth, other securities requested to be included include in such registration.