Common use of Priority on Primary Registrations Clause in Contracts

Priority on Primary Registrations. If a Piggyback Registration is for an underwritten primary 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 that can be sold in such offering without adversely affecting the marketability, proposed offering price, timing or method of distribution of the offering, then such offering will include only the number of securities that the underwriters advise can be sold in such offering without any such adverse effect. The priority of securities that the Company shall include in such offering shall be as follows:

Priority on Primary Registrations. If a Piggyback Registration is for an underwritten primary offering by 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 on a secondary basis in such registration exceeds the number that which can be sold in such offering without adversely affecting the marketabilitymarketability of such primary or secondary offering (the “Company Offering Quantity”), proposed offering price, timing or method of distribution of the offering, then such offering will include only the number of securities that the underwriters advise can be sold in such offering without any such adverse effect. The priority of securities that the Company shall will include in such offering shall be as followsregistration securities in the following priority:

Priority on Primary Registrations. If a Piggyback Registration is for an underwritten primary offering by 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 that which can be sold in such offering without adversely affecting the marketability, proposed offering price, timing or method of distribution marketability of the offering, then such offering will include only the number of securities that the underwriters advise can be sold in such offering without any such adverse effect. The priority of securities that the Company shall include in such offering shall be as follows:then,

Priority on Primary Registrations. If a Piggyback Registration is for an underwritten primary offering by the Companyregistration, and the managing underwriters in good faith advise the Company in writing that in their opinion the number of securities requested to be included in such registration exceeds the number that which can be sold in such offering without adversely affecting the marketability, proposed offering price, timing or method of distribution of the offering, then such offering will include only the number of securities that the underwriters advise can be sold an orderly manner in such offering without any such adverse effect. The priority of securities that within a price range acceptable to the Company, (the “Company Acceptable Price Range”), the Company shall include in such offering shall registration the maximum number of securities which in the opinion of such underwriters can be as followssold in an orderly manner within the Company Acceptable Price Range according to the following priority:

Priority on Primary Registrations. If a Piggyback Registration is for an underwritten primary offering by 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 that which can reasonably be sold in such offering without adversely affecting the marketability, proposed offering price, timing or method of distribution of the offering, then such offering the Company will include only the number of securities that the underwriters advise can be sold in such offering without any such adverse effect. The priority of registration first, the securities that the Company shall include proposes to sell; second, the securities that any holder of registration rights issued prior to the Effective Date proposes to sell; and third, the Warrant Shares requested to be included in such offering shall be as follows:registration.

Priority on Primary Registrations. If a Piggyback Registration is for an underwritten primary offering by 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 that which can reasonably be sold in such offering without adversely affecting the marketability, proposed offering price, timing or method of distribution of the offering, then such offering the Company will include only the number of securities that the underwriters advise can be sold in such offering without any such adverse effect. The priority of registration first, the securities that the Company shall include proposes to sell; second, the securities that any Optionee of registration rights issued prior to the Effective Date proposes to sell; and third, the Option Shares requested to be included in such offering shall be as follows:registration.

Priority on Primary Registrations. If a Piggyback Registration is for an underwritten primary offering by 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 number that which can be sold in such offering without adversely affecting the marketability, proposed offering price, timing or method of distribution marketability of the offering, then such offering will include only the number of securities that the underwriters advise can be sold in such offering without any such adverse effect. The priority of securities that the Company shall include in such offering shall registration (i) first, the securities the Company proposes to sell, (ii) second, the Investor Registrable Securities requested to be as follows:included in such registration and (iii) third, other securities requested to be included in such registration.

Priority on Primary Registrations. If a Piggyback Registration is for an underwritten primary offering by 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 that which can be sold in such offering without adversely affecting the marketability, proposed offering price, timing or method of distribution of the offering, then such offering will include only the number of securities that the underwriters advise can be sold an orderly manner in such offering without any such adverse effect. The priority of securities that within a price range reasonably acceptable to the Company, the Company shall will include in such offering shall registration (i) first, the securities the Company proposes to sell, and (ii) second, the Registrable Securities requested to be as follows:included in such registration and such other securities of the Company with the right to participate in such registration, pro rata among the

Priority on Primary Registrations. If a Piggyback Registration is for an underwritten primary offering by 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 that can be sold in such offering without adversely affecting the marketability, proposed offering price, timing or method of distribution of the offering, then at a price reasonable related to fair value, the Company will allocate the securities to be included as follows: first, the securities the Company proposes to sell on its own behalf; and, second, Registrable Securities requested to be included in such offering will include only registration, pro rata on the basis of the number of securities that Registrable Securities owned, among the underwriters advise can be sold in such offering without any such adverse effect. The priority of securities that the Company shall include in such offering shall be as follows:Selling Stockholders.

Priority on Primary Registrations. If a Piggyback Registration is for an underwritten primary offering by the Companyon behalf of Acquiror, and the managing underwriters for the offering advise the Company Acquiror in writing that in their opinion the number of securities requested to be included in such registration exceeds would materially and adversely affect the number that can be sold in such offering without adversely affecting the marketability, proposed offering price, timing or method of distribution success of the offering, then such offering Acquiror will include only the number of securities that the underwriters advise can be sold in such offering without any such adverse effect. The priority of securities that the Company shall include in such offering shall be as follows:registration (i) first, the securities Acquiror proposes to sell and (ii) second, on a pro rata basis, Registrable Shares and all other securities. (c)

Priority on Primary Registrations. If a Piggyback Registration is for an --------------------------------- underwritten primary offering by 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 on a secondary basis in such registration exceeds the number that which can be sold in such offering without adversely affecting the marketabilitymarketability of such primary or secondary offering (the "Company Offering Quantity"), proposed offering price, timing or method of distribution of the offering, then such offering will include only the number of securities that the underwriters advise can be sold in such offering without any such adverse effect. The priority of securities that the Company shall will include in such offering shall be as followsregistration securities in the following priority:

Priority on Primary Registrations. If a Piggyback Registration is for an underwritten primary offering by 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 that which can be sold in such offering without adversely affecting the marketability, proposed offering price, timing or method of distribution marketability of the offering, then such offering will include only the number of securities that the underwriters advise can be sold in such offering without any such adverse effect. The priority of securities that the Company shall include in such offering shall be as follows:registration (i) first, the

Priority on Primary Registrations. If a Piggyback Registration is for an underwritten primary offering by the Companyregistration on behalf of Ultra, and the managing underwriters advise the Company in writing underwriter(s) advises Ultra that in their its opinion the number of securities requested to be included in such registration exceeds the number that which can be sold in such offering without adversely affecting in an orderly manner at a price that is acceptable to Ultra, Ultra will include in such registration only such number of shares of Ultra Common Stock that in the marketability, proposed offering price, timing or method of distribution opinion of the offering, then such offering will include only the number of securities that the underwriters advise managing underwriter(s) can be sold in such offering without any such adverse effect. The priority of securities an orderly manner at a price that the Company shall include in such offering is acceptable to Ultra, which shares shall be as followsincluded in the following order of priority:

Priority on Primary Registrations. If a Piggyback Registration is for an underwritten primary offering by 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 that which can be sold in such offering without adversely affecting the marketability, proposed offering price, timing or method of distribution marketability of the offering, then such offering will include only the number of securities that the underwriters advise can be sold in such offering without any such adverse effect. The priority of securities that the Company shall will include in such offering shall be as follows:registration (i) first, the securities

Priority on Primary Registrations. If a Piggyback Registration is for an underwritten primary offering by 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 that can be sold in such offering without adversely affecting the marketability, proposed offering price, timing or method of such underwriters' ability to effect an orderly distribution of such securities, the offering, then such offering Company will include only the number of securities that the underwriters advise can be sold in such offering without any such adverse effect. The priority of securities that the Company shall include in such offering shall be as follows:such

Priority on Primary Registrations. If a Piggyback Registration is for an underwritten primary offering by 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 that which can be sold in such offering without adversely affecting the marketability, proposed offering price, timing or method of distribution marketability of the offering, then such offering will include only the number of securities that the underwriters advise can be sold in such offering without any such adverse effect. The priority of securities that the Company shall will include in such offering shall registration (i) first, the securities the Company proposes to sell, (ii) second, the Registrable Securities which Transcend requests to be as follows:included in such registration, and (iii) third, other securities requested to be included in such registration.

Priority on Primary Registrations. If a Piggyback Registration is for relates to an underwritten primary 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 that which can be sold in such offering without adversely affecting the marketability, proposed offering price, timing or method of distribution of the offering, then such offering will include only the number of securities that the underwriters advise can be sold an orderly manner in such offering without any such adverse effect. The priority of securities that within a price range acceptable to the Company, the Company shall will include in such offering shall registration (i) first, the securities proposed to be as follows:sold by the Company, and (ii) second, any Registrable Stock and other securities requested to be included in such registration.

Priority on Primary Registrations. If a Piggyback Registration --------------------------------- is for an underwritten primary offering by 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 Restricted Shares) that in their opinion the number of securities requested to be included in such registration exceeds the number that which can be sold in such offering without adversely affecting the marketability, proposed offering price, timing or method marketability of distribution of the offering, then such offering will include only (the number of securities that the underwriters advise can be sold in such offering without any such adverse effect. The priority of securities that "Company Offering Quantity"), the Company shall ------------------------- will include in such offering shall be as followsregistration securities in the following priority:

Priority on Primary Registrations. If a Piggyback Registration is for an underwritten primary offering by 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 that which can be sold in such offering without adversely affecting the marketability, proposed offering price, timing or method of distribution of the offering, then such offering will include only the number of securities that the underwriters advise can be sold an orderly manner in such offering without any such adverse effect. The priority of securities that within a price range acceptable to the Company, the Company shall include in such offering shall be as followsregistration:

Priority on Primary Registrations. If a Piggyback Registration is for --------------------------------- an underwritten primary offering by 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 that which can be sold in such offering without adversely affecting the marketability, proposed offering price, timing or method of distribution marketability of the offering, then such offering will include only the number of securities that the underwriters advise can be sold in such offering without any such adverse effect. The priority of securities that the Company shall include in such offering shall registration (i) first, the securities the Company proposes to sell, (ii) second, any other securities requested to be as follows:included in such registration.

Priority on Primary Registrations. If a Piggyback --------------------------------- Registration is for an underwritten primary offering by 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 that which can be sold in such offering without adversely affecting the marketability, proposed offering price, timing or method of distribution of the offering, then such offering the Company will include only in such registration (i) first, the securities the Company proposes to sell, and (ii) second, such number of Registrable Securities requested to be included therein, pro rata among the holders thereof on the basis of the number of securities that the underwriters advise can be sold in shares owned by such offering without any such adverse effect. The priority of securities that the Company shall include in such offering shall be as follows:holders.

Priority on Primary Registrations. If a Piggyback Registration is for an underwritten primary offering by 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 that which can be sold in such offering without adversely affecting within a price range reasonably acceptable to the marketabilityCompany, proposed offering price, timing or method of distribution of the offering, then such offering will include only the number of securities that the underwriters advise can be sold in such offering without any such adverse effect. The priority of securities that the Company shall will include in such offering shall be as follows:registration (i) first, the securities the Company proposes to sell,

Priority on Primary Registrations. If a Piggyback Registration is for an underwritten primary offering by registration on behalf of the Company, the Company will include all securities requested to be included in such registration; provided that if a Piggyback Registration is an underwritten offering 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 of securities that can be sold in such offering without adversely affecting the marketability, proposed offering price, timing or method of distribution marketability of the offering, then such offering will include only the number of securities that the underwriters advise can be sold in such offering without any such adverse effect. The priority of securities that the Company shall will include in such offering shall be as followsregistration:

Priority on Primary Registrations. If a Piggyback Registration is for an underwritten primary offering by 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 Securities requested to be included on a secondary basis in such registration exceeds the number that which can be sold in such offering without adversely affecting the marketability, proposed offering price, timing or method marketability of distribution of the offering, then such offering will include only (the number of securities that the underwriters advise can be sold in such offering without any such adverse effect. The priority of securities that “Company Offering Quantity”), the Company shall will include in such offering shall be as followsregistration Securities in the following priority:

Priority on Primary Registrations. If a Piggyback Registration is for an underwritten primary offering by the Companyon behalf of Acquiror, and the managing underwriters for the offering advise the Company Acquiror in writing that in their opinion the number of securities requested to be included in such registration exceeds the number that can be sold in such offering without adversely affecting the marketability, proposed offering price, timing or method of distribution of the offering, then such offering will include only the number of securities that the underwriters advise can be sold in such offering without any such adverse effect. The priority of securities that the Company shall include in such offering shall be as follows:in

Priority on Primary Registrations. If a Piggyback Registration is for an underwritten primary offering by registration on behalf of the Company, and the managing underwriters advise underwriter advises the Company in writing (with a copy to each party hereto requesting registration of Registrable Securities) that in their its opinion the number of securities requested to be included in such registration exceeds the number that which can be sold in such offering without adversely affecting the marketability, proposed offering price, timing or method marketability of distribution of the offering, then such offering will include only (the number of securities that the underwriters advise can be sold in such offering without any such adverse effect. The priority of securities that "Company Offering Quantity"), the Company shall will include in such offering shall be as followsregistration securities in the following priority: