Common use of Priority on Secondary Registrations Clause in Contracts

Priority on Secondary Registrations. (a) If a Piggyback Registration is an underwritten secondary registration on behalf of holders 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 can be sold in such offering, the Company will include in such registration (i) first, the securities requested to be included therein by the holders requesting such registration, (ii) second, the Registrable Securities, Series 1 Registrable Securities, the ▇▇▇▇▇ Securities and the Bear ▇▇▇▇▇▇▇ Securities requested to be included in such registration, provided, that if the managing underwriters in good faith determine that a lower number of securities should be included, then the Company shall be required to include in the underwriting only that lower number of securities, and the holders of Registrable Securities, Series 1 Registrable Securities, ▇▇▇▇▇ Securities and Bear ▇▇▇▇▇▇▇ Securities who have requested registration shall participate in the underwriting pro rata based upon their total ownership, on a fully diluted basis, of any such securities requested to be included in such registration and (iii) third, other securities requested to be included in such registration. The Company hereby agrees that whenever it grants piggyback rights to any holder of its securities after the date hereof, such holder's piggyback rights will be expressly subordinated to the piggyback rights granted to the holders of the Registrable Securities under this Article II.

Priority on Secondary Registrations. (a) If a Piggyback Registration is an underwritten secondary registration on behalf of holders of the Company's securitiesPubco’s securities other than holders of Registrable Securities, and the managing underwriters advise the Company Pubco 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 such offering without adversely affecting the marketability, proposed offering price, timing or method of distribution of the offering, the Company will Pubco shall include in such registration (i) first, the securities requested to be included therein by the holders initially requesting such registrationregistration and the Class C Unit Registrable Securities requested to be included in such registration by the holders of Class C Unit Registrable Securities (pro rata among the holders of such Class C Unit Registrable Securities on the basis of the number of Class C Unit Registrable Securities owned by each such holder), (ii) second, the Controlling Investor Registrable Securities, Series 1 Registrable Securities, the ▇▇▇▇▇ Securities and the Bear ▇▇▇▇▇▇▇ Securities requested to be included in such registrationregistration by the Controlling Investors which, provided, that if the managing underwriters in good faith determine that a lower number of securities should be included, then the Company shall be required to include in the underwriting only that lower number opinion of securitiessuch underwriters, and can be sold, without any such adverse effect (pro rata among the holders of such Registrable SecuritiesSecurities on the basis of the number of Registrable Securities owned by each such holder), Series 1 Registrable Securities, ▇▇▇▇▇ Securities and Bear ▇▇▇▇▇▇▇ Securities who have requested registration shall participate in the underwriting pro rata based upon their total ownership, on a fully diluted basis, of any such securities requested to be included in such registration and (iii) third, other securities requested to be included in such registration. The Company hereby agrees that whenever it grants piggyback rights to registration which, in the opinion of such underwriters, can be sold, without any holder of its securities after the date hereof, such holder's piggyback rights will be expressly subordinated to the piggyback rights granted to the holders of the Registrable Securities under this Article IIadverse effect.

Priority on Secondary Registrations. (a) If a Piggyback Registration is an underwritten a secondary registration on behalf of holders of the Company's securities, Registrant’s securities other than Registrable Securities 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 such offeringOptimal Number, the Company will Registrant shall include in such registration (i) first, the securities requested to be included therein by the holders requesting such registrationregistration up to the Optimal Number, (ii) second, the Registrable Securities, Series 1 Registrable Securities, Securities of the ▇▇▇▇▇ Securities and Registrant requested by the Bear ▇▇▇▇▇▇▇ Securities requested Participating Unitholders to be included in such registration, provided, that if the managing underwriters in good faith determine that therein up to a lower number of securities should be includedthat, then when combined with the Company shall be required securities included in such registration pursuant to include in clause (i) preceding, causes the underwriting only that lower total number of securitiessecurities included in such registration to be equal to the Optimal Number, and pro rata among the holders of such Registrable Securities on the basis of the number of such Registrable Securities owned by each such Participating Unitholder, and (ii) third, if and to the extent permitted by the holder(s) of a majority of the Brentwood Securities, Series 1 Registrable Securities, ▇▇▇▇▇ Securities and Bear ▇▇▇▇▇▇▇ Securities who have requested registration shall participate in other securities of the underwriting pro rata based upon their total ownership, on a fully diluted basis, of any such securities Registrant requested to be included in such registration and (iii) thirdup to a number of securities that, other when combined with the securities requested to be included in such registration. The Company hereby agrees that whenever it grants piggyback rights registration pursuant to any holder clauses (i) and (ii) preceding, causes the total number of its securities after the date hereof, included in such holder's piggyback rights will registration to be expressly subordinated equal to the piggyback rights granted to Optimal Number, pro rata among the holders of such securities on the basis of the number of securities owned by each such holder (to the extent permitted to be so included, in the case of securities which are not Registrable Securities under this Article IISecurities).

Priority on Secondary Registrations. (a) If a Piggyback Registration is an underwritten secondary registration on behalf of holders Holders of the Company's ’s securities, and the managing underwriters and the Board 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 offeringoffering within a price range acceptable to the consent of the Majority Participating Holders to be included in such registration, the Company will shall include in such registration (i) first, the securities requested to be included therein by the holders Holders requesting such registration, (ii) second, registration and the Registrable Securities, Series 1 Registrable Securities, the ▇▇▇▇▇ Securities and the Bear ▇▇▇▇▇▇▇ Securities requested to be included in such registration, provided, that if pro rata among the managing underwriters in good faith determine that a lower Holders of such securities and such Registrable Securities on the basis of the number of securities should be included, then the Company shall be required to include in the underwriting only that lower number of securitiesshares beneficially owned by each such Holder, and the holders of Registrable Securities, Series 1 Registrable Securities, ▇▇▇▇▇ Securities and Bear ▇▇▇▇▇▇▇ Securities who have requested registration shall participate in the underwriting pro rata based upon their total ownership, on a fully diluted basis, of any such securities requested to be included in such registration and (iiiii) thirdsecond, other securities with respect to which the Company has granted registration rights in accordance with Section 2.1(g) hereof requested to be included in such registration, pro rata among the respective Holders thereof on the basis of the amount of such securities requested to be included therein by each such Holder. The No Holder who is an employee stockholder of the Company hereby agrees that whenever it grants piggyback rights to any holder of its securities after the date hereof, such holder's piggyback rights will be expressly subordinated entitled to include Registrable Securities in an underwritten offering requested by the Initiating Holders pursuant to Section 2.1 to the piggyback rights granted to extent that the holders managing underwriters and the Board of such underwritten offering shall determine in good faith that the participation of such employee stockholder, in whole or in part, would adversely affect the marketability of the Registrable Securities under this Article IIsecurities being sold by the Initiating Holders in such underwritten offering.

Priority on Secondary Registrations. (a) If a Piggyback Registration is an underwritten secondary registration on behalf of holders of the Company's securities, Other Security Holders (other than a Kojaian Holder) and the managing underwriters underwriter(s) of such offering advise the Company in writing that in their opinion good faith judgment the number aggregate amount of securities securities, including Registrable Securities, of the Company that all Holders and all Other Security Holders have requested to be included in such registration exceeds the maximum number which of securities, including Registrable Securities, that can reasonably be expected to be sold in such offering without adversely affecting the success of the offering, then the Company will include the Registrable Securities and such other securities in the Registration Statement relating to such registration in the following order of priority: (i) first, the securities requested to be in included therein by in such registration of the holders Other Security Holders (other than a Kojaian Holder) requesting such registration, registration and the securities of Kojaian Holders requested to be included in such registration pro rata on the basis of the number of securities of the Company owned by such Other Security Holders and Kojaian Holders (ii) second, if no securities of the Other Security Holders initiating the registration request or the Kojaian Holders were excluded pursuant to clause (i) of this Section 3(c), the Registrable Securities, Series 1 Registrable Securities, the ▇▇▇▇▇ Securities and the Bear ▇▇▇▇▇▇▇ Securities requested to be included in such registration, provided, that if registration by the managing underwriters in good faith determine that a lower number Holders pro rata among such Holders on the basis of securities should be included, then the Company shall be required to include in the underwriting only that lower number of securities, and the holders aggregate amount of Registrable Securities, Series 1 Registrable Securities, ▇▇▇▇▇ Securities and Bear ▇▇▇▇▇▇▇ Securities who have requested registration shall participate in the underwriting pro rata based upon their total ownership, on a fully diluted basis, of any such securities requested to be included in by each such registration and Holder, and (iii) third, other if no securities of the Other Security Holders initiating the registration request or the Kojaian Holders were excluded pursuant to clause (i) of this Section 3(c), and if no Registrable Securities requested to be included in by the Holders were excluded pursuant to clause (ii) of this Section 3(c), the securities the Company proposes to sell; provided, that if such registration. The Company hereby agrees that whenever it grants piggyback rights to any holder registration contemplates an “over-allotment option” on the part of its securities after the date hereofunderwriters, such holder's piggyback rights will be expressly subordinated to the piggyback rights granted extent such over-allotment option is exercised and Other Security Holders initiating the registration request or the Kojaian Holders were excluded from registering securities pursuant to the holders provisions of this Section 3(c) or Holders were excluded from registering any Registrable Securities pursuant to the provisions of this Section 3(c), then the over-allotment option shall be exercised first with respect to such securities of the Other Security Holders initiating the registration request and the Kojaian Holders and second such Registrable Securities under this Article IISecurities, in each case, to the extent of such exclusion.

Priority on Secondary Registrations. (a) If a Piggyback Registration is an underwritten secondary registration on behalf of holders of the Company's securities’s securities other than holders of Registrable Securities (it being understood that secondary registrations on behalf of holders of Registrable Securities are addressed in Section 1 rather than this Section 2(c)), 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 offeringoffering within a price range acceptable to the holders of a majority of the securities initially requested to be included in such registration, then the Company will shall include in such registration (i) first, the securities requested to be included therein by the holders requesting such registrationregistration 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 securities and the holders of such securities on the basis of the number of securities owned by each such holder (ii) second, upon the consent of the holders requesting such registration, if applicable, the Registrable Securities, Series 1 Registrable Securities, the ▇▇▇▇▇ Securities and the Bear ▇▇▇▇▇▇▇ Securities requested to be included in such registrationregistration that, provided, that if the managing underwriters in good faith determine that a lower number of securities should be included, then the Company shall be required to include in the underwriting only that lower number opinion of securitiessuch underwriters, can be sold in an orderly manner within such price range, pro rata among the holders of such securities and the holders of such Registrable SecuritiesSecurities on the basis of the number of securities owned by each such holder, Series 1 Registrable Securities, ▇▇▇▇▇ Securities and Bear ▇▇▇▇▇▇▇ Securities who have requested registration shall participate in the underwriting pro rata based upon their total ownership, on a fully diluted basis, of any such securities requested to be included in such registration and (iii) third, other securities requested (and permitted) to be included in such registration. The Company hereby agrees that whenever it grants piggyback rights to any holder , if any, that, in the opinion of its securities after the date hereofsuch underwriters, can be sold in an orderly manner within such holder's piggyback rights will be expressly subordinated to the piggyback rights granted to the holders of the Registrable Securities under this Article IIprice range.

Priority on Secondary Registrations. (a) If a Piggyback Registration is an underwritten secondary registration on behalf of holders of the Company's securitiesClass A Shares (which includes a Synthetic Offering, with any such Synthetic Offering being deemed an underwritten offering of Registrable Shares solely for purposes of this Agreement) (it being understood that Demand Registrations on behalf of holders of Registrable Shares are addressed in Section 3 rather than in this Section 4(c)), and the managing underwriters advise the Company in writing that in their opinion the number of securities Class A Shares 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 holders initially requesting such registration and without adversely affecting the marketability of the offering, then the Company will shall include in such registration Piggyback Registration (i) first, the securities number of Registrable Shares requested to be included therein by in such Piggyback Registration, pro rata among the holders of such Registrable Shares according to the number of Registrable Shares held by each such holder relative to the total number of Registrable Shares held by all such holders of Registrable Shares requesting to include Registrable Shares in such registrationPiggyback Registration as of the date the Company provided written notice of such Piggyback Registration to the holders of Registrable Shares (while subject to each such holder of Registrable Shares including in such Piggyback Registration no more than the number of Registrable Shares requested by such holder to be included in such Piggyback Registration) and, if all Registrable Shares requested to be included in such Piggyback Registration have been included, (ii) second, the Registrable Securities, Series 1 Registrable Securities, the ▇▇▇▇▇ Securities and the Bear ▇▇▇▇▇▇▇ Securities any other Class A Shares requested to be included in such registration, provided, that if the managing underwriters in good faith determine that a lower number of securities should be included, then such manner as the Company shall be required to include in the underwriting only that lower number of securities, and the holders of Registrable Securities, Series 1 Registrable Securities, ▇▇▇▇▇ Securities and Bear ▇▇▇▇▇▇▇ Securities who have requested registration shall participate in the underwriting pro rata based upon their total ownership, on a fully diluted basis, of any such securities requested to be included in such registration and (iii) third, other securities requested to be included in such registration. The Company hereby agrees that whenever it grants piggyback rights to any holder of its securities after the date hereof, such holder's piggyback rights will be expressly subordinated to the piggyback rights granted to the holders of the Registrable Securities under this Article IImay determine.

Priority on Secondary Registrations. (a) If a Piggyback Registration is an underwritten secondary registration on behalf of holders of the Company's securities, and the managing underwriters advise the Company and the holders of Registrable Securities 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 offeringoffering within a price range acceptable to the holders of a majority of the securities initially requesting such registration, the Company will shall include in such registration (i) first, the securities requested to be included therein by the holders requesting such registration, (ii) second, registration and the Registrable Securities, Series 1 Registrable Securities, the ▇▇▇▇▇ Securities and the Bear ▇▇▇▇▇▇▇ Securities requested to be included in such registration, providedallocated pro rata among holders requesting the registration, that if the managing underwriters in good faith determine that a lower number of securities should be includedFunds, then the Company shall be required to include in the underwriting only that lower number of securities, and the holders of CSO Registrable Securities, Series 1 Registrable Securities, ▇▇▇▇▇ Securities and Bear ▇▇▇▇▇▇▇ the Executives based on the number Registrable Securities who have requested registration shall participate owned, in the underwriting aggregate, by the holders requesting the registration, the Funds, the holders of CSO Registrable Securities and the Executives, respectively (with the Registrable Securities which are included in the registration for the holders requesting the registration, the Funds, the holders of CSO Registrable Securities and the Executives being allocated among the holders within each such group pro rata based upon their total ownership, on a fully diluted basis, the number of any such securities requested to be included Registrable Securities owned by each holder within the group or in such registration other manner as the holders within each group shall otherwise agree) and (iiiii) thirdsecond, other securities requested to be included in such registration. The Company hereby agrees that whenever it grants piggyback rights to any holder of its securities after the date hereof, such holder's piggyback rights will be expressly subordinated to the piggyback rights granted to the holders of the Registrable Securities under this Article II.

Priority on Secondary Registrations. (a) If a Piggyback Registration ----------------------------------- is an underwritten secondary registration on behalf of holders of the Company's securities, and the managing underwriters advise give the Company in writing their written opinion that in their opinion the dollar amount or number of securities requested to be included in such the registration exceeds the dollar amount or number which of securities that can be sold in such offeringsold, the Company will include in such registration the registration: (i1) firstto the extent of 50% of the number or dollar amount of securities other than Registrable Securities that in the underwriter's opinion can be sold, the securities requested to be included therein by in the registration, allocated among the holders requesting of those securities in such registrationproportions as the Company and those holders may agree, (ii2) secondto the extent of the balance, the Registrable Securities, Series 1 Registrable Securities, the ▇▇▇▇▇ Securities and the Bear ▇▇▇▇▇▇▇ Securities requested to be included in such registration, provided, that if the managing underwriters in good faith determine that a lower number of securities should be included, then the Company shall be required to include in the underwriting only that lower number of securities, and allocated pro rata among the holders of Registrable Securities, Series 1 Registrable Securities, ▇▇▇▇▇ Securities and Bear ▇▇▇▇▇▇▇ Securities who have requested registration shall participate in on the underwriting pro rata based upon their total ownership, on a fully diluted basis, basis of any such the dollar amount or number of securities requested to be included in such registration included, and (iii3) thirdto the extent of the balance, other the Founder Securities requested to be included, allocated pro rata among the holders of Founder Securities on the basis of the dollar amount or number of securities requested to be included in such registrationincluded. The Company hereby agrees that whenever it grants piggyback rights to any holder of its securities If after the date hereof, such holder's piggyback rights will be expressly subordinated to the piggyback rights granted to the holders including all of the Registrable Securities under this Article IIand Founder Securities the underwriters determine that there are additional securities that can be sold, then securities other than Registrable Securities and Founder Securities may be added to the registration.

Priority on Secondary Registrations. (a) If a Piggyback Registration is an underwritten secondary registration on behalf of holders of the Company's securitiesCorporation’s securities other than holders of Registrable Securities (it being understood that secondary registrations on behalf of holders of Registrable Securities are addressed in Section 1 rather than this Section 2(d)), 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 offeringoffering within a price range acceptable to the holders of a majority of the securities initially requested to be included in such registration, then the Company will Corporation shall include in such registration (i) first, the securities requested to be included therein by the holders requesting such registration, (ii) second, (A) the Registrable Securities, Series 1 Registrable Securities, the ▇▇▇▇▇ Securities and the Bear ▇▇▇▇▇▇▇ Securities requested to be included in such registration, provided, that if and (B) the managing underwriters in good faith determine that a lower number of securities should be included, then the Company shall be required to include in the underwriting only that lower number of securities, and the holders of Registrable Securities, Series 1 Registrable Securities, ▇▇▇▇▇ Investor Securities and Bear ▇▇▇▇▇▇▇ Securities who have requested registration shall participate in the underwriting pro rata based upon their total ownership, on a fully diluted basis, of any such securities requested to be included in such registration by the Investor Stockholders pursuant to the Investor Rights Agreement, in each case that, in the opinion of such underwriters, can be sold in an orderly manner within such price range, pro rata among the respective holders of such securities on the basis of the number of shares of such securities owned by each such holder, and (iii) third, other securities requested (and permitted) to be included in such registration. The Company hereby agrees that whenever it grants piggyback rights to any holder , if any, that, in the opinion of its securities after the date hereofsuch underwriters, can be sold in an orderly manner within such holder's piggyback rights will be expressly subordinated to the piggyback rights granted to the holders of the Registrable Securities under this Article IIprice range.

Priority on Secondary Registrations. (a) If a Piggyback Registration is solely an underwritten secondary registration on behalf of holders 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 can be sold in such offering without adversely affecting the marketability of the offering, then, (A) if such Piggyback Registration is filed under the Securities Act on or prior to the end of the 42nd month after the month in which the Closing under the Purchase Agreement occurs, the Company will shall include in such registration (i) first, the 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, (ii) second, the securities requested to be included therein by the holders requesting such registration, (ii) second, the Registrable Securities, Series 1 Registrable Securities, the ▇▇▇▇▇ Securities and the Bear ▇▇▇▇▇▇▇ Securities requested to be included in such registration, provided, that if the managing underwriters in good faith determine that a lower number of securities should be included, then the Company shall be required to include in the underwriting only that lower number of securities, and the holders of Registrable Securities, Series 1 Registrable Securities, ▇▇▇▇▇ Securities and Bear ▇▇▇▇▇▇▇ Securities who have requested registration shall participate in the underwriting pro rata based upon their total ownership, on a fully diluted basis, of any such securities requested to be included in such registration and (iii) third, other securities requested to be included in such registration. The Company hereby agrees that whenever it grants piggyback rights to any holder of its securities ; and (B) if such Piggyback Registration is filed under the Securities Act after the date hereofend of the 42nd month after the month in which the Closing under the Purchase Agreement occurs, the Company shall include in such holder's piggyback rights will registration the Registrable Securities and all other securities requested to be expressly subordinated to the piggyback rights granted to included in such registration, pro rata among the holders of the such Registrable Securities under this Article IIand other securities on the basis of the number of shares owned by each holder thereof.

Priority on Secondary Registrations. (a) If a Piggyback Registration is an underwritten secondary registration on behalf of holders 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 can be sold in such offering without adversely affecting the marketability of the offering, the Company will include in such registration (i) first, the securities requested to be included therein by the holders requesting such registration, (ii) second, the Registrable Securities, Series 1 Registrable Securities, the ▇▇▇▇▇ Securities and the Bear ▇▇▇▇▇▇▇ Securities requested to be included in such registration, provided, that if the managing underwriters in good faith determine that a lower number of securities should be included, then the Company shall be required to include in the underwriting only that lower number of securities, and pro rata among the holders of such Registrable Securities, Series 1 Securities on the basis of the number of Registrable Securities, ▇▇▇▇▇ Securities and Bear ▇▇▇▇▇▇▇ owned by each holder of Registrable Securities who have requested registration shall participate in the underwriting pro rata based upon their total ownership, on a fully diluted basis, of any such securities requested to be included participating in such registration offering, and (iiiii) third, second other securities requested to be included in such registration. The Company hereby agrees ; provided, that whenever it grants piggyback rights to any holder of its securities after the date hereof, such holder's piggyback rights will be expressly subordinated to the piggyback rights granted to if the holders of the Registrable Securities under 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 (other than the shares included because of Demand Registration Rights) requested to be included in such registration; provided, further, however, the rights of the holders of Registrable Securities pursuant to this Article IIparagraph 2(d) shall be subject to the rights of PacifiCorp. Financial Services, Inc. pursuant to paragraph 2.2(b) of the Registration Rights Agreement between the Company and PacifiCorp Financial Services, Inc., dated March 20, 1997.

Priority on Secondary Registrations. (a) If a Piggyback Registration is an underwritten secondary registration on behalf of holders of the Company's securities, 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 are such that the number which can success of the offering would be sold in such offeringmaterially and adversely affected, the Company will include any securities to be sold in such registration in the following order: (i) first, the securities requested to be included therein by the holders requesting of such registrationholders, (ii) second, the Registrable Securities, Series 1 Registrable Securities, the ▇▇▇▇▇ Securities and the Bear ▇▇▇▇▇▇▇ Securities requested to be included in such registrationregistration by the Piggyback Holders pursuant to Section 3.1 hereof, providedprovided that, that if the managing underwriters in good faith determine that a lower number of securities Registrable Securities should be included, then the Company shall be required to include in the underwriting such registration only that lower number of securitiesRegistrable Securities, and the holders of Registrable Securities, Series 1 Registrable Securities, ▇▇▇▇▇ Securities and Bear ▇▇▇▇▇▇▇ Securities who have requested registration Piggyback Holders shall participate in the underwriting registration pro rata based upon their total ownership, on a fully diluted basis, of any Registrable Securities, provided, further, that if the managing underwriters determine in good faith that a lower number of Registrable Securities held by Management Stockholders (as defined herein and as defined in the Original Registration Rights Agreement) and/or Additional Stockholders (as defined herein and as defined in the Original Registration Rights Agreement) than such securities requested to pro rata portion should be included, then such lower number shall be included in such registration and, as a result thereof, a greater number of Registrable Securities owned by the other Stockholders may be sold and (iii) third, other securities requested to be included in such registration. The Company hereby agrees that whenever it grants piggyback rights to any holder of its securities after the date hereof, such holder's piggyback rights will be expressly subordinated to the piggyback rights granted to the holders of the Registrable Securities under this Article II.

Priority on Secondary Registrations. (a) If a Piggyback Registration is an underwritten secondary registration on behalf of holders of the Company's ’s securities, other than a Demand Registration pursuant to Section 2, 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 offeringoffering within a price range acceptable to the holders of a majority of the securities to be included in such registration, then the Company will include total number of securities that the managing underwriters advise can be included in such registration shall be allocated in the following order of priority: (i) first, pro rata among VGG Holding and the securities requested to be included therein Class A Holders on the basis of the amount of Registrable Securities owned by the holders requesting such registration, them; (ii) second, the number of Registrable SecuritiesSecurities requested to be included, Series 1 pro rata among the Class B Holders on the basis of the amount of Registrable SecuritiesSecurities owned by them; and (iii) third, the ▇▇▇▇▇ Securities and the Bear ▇▇▇▇▇▇▇ Securities number of other securities requested to be included in such registration. Notwithstanding anything herein to the contrary, provided, that if the managing underwriters advise the Company that in good faith determine that a lower number their opinion the total amount of securities should securities, including Registrable Securities, requested by the management employees of the Company to be includedincluded in such offering exceeds the amount advisable to be sold for the offering to be successfully offered, then the Company shall be required to include in the underwriting offering only that lower number of securities, and the holders of including Registrable Securities, Series 1 Registrable Securities, ▇▇▇▇▇ Securities and Bear ▇▇▇▇▇▇▇ Securities who have requested registration shall participate in of management employees of the underwriting pro rata based upon their total ownership, on a fully diluted basis, of any such securities requested to be included in such registration and (iii) third, other securities requested to be included in such registration. The Company hereby agrees that whenever it grants piggyback rights to any holder of its securities after which the date hereof, such holder's piggyback rights managing underwriters believe will be expressly subordinated to advisable for the piggyback rights granted to the holders success of the Registrable Securities under this Article IIoffering.

Priority on Secondary Registrations. (a) If a Piggyback Registration is an underwritten secondary registration on behalf of holders of the CompanyAirNet's securitiessecurities who hereafter obtain registration rights from AirNet, and the managing underwriters advise underwriter gives AirNet its written opinion that the Company in writing that in their opinion the dollar amount or number of securities requested to be included in such the registration exceeds the dollar amount or number which of securities that can be sold in such offeringsold, the Company AirNet will include in such registration the registration: (i1) firstto the extent of 50% of the number or dollar amount of securities other than Registrable Securities or Affiliate Securities that in the underwriter's opinion can be sold, the securities requested to be included therein by in the registration, allocated among the holders requesting of those securities in such registration, proportions as AirNet and those holders may agree; and (ii2) secondto the extent of the balance, the Registrable Securities, Series 1 Registrable Securities, the ▇▇▇▇▇ Securities and the Bear ▇▇▇▇▇▇▇ Affiliate Securities requested to be included in such registration, provided, that if the managing underwriters in good faith determine that a lower number of securities should be included, then the Company shall be required to include in the underwriting only that lower number of securities, and allocated pro rata among the holders of Registrable Securities, Series 1 Registrable Securities, ▇▇▇▇▇ Securities and Bear ▇▇▇▇▇▇▇ Affiliate Securities who have requested registration shall participate in the underwriting on a pro rata basis, based upon their the total ownership, number of outstanding Common Shares on a fully diluted basis. If, after including all of any such the Registrable Securities and Affiliate Securities that are sought to be registered, the underwriters determine that there are additional securities requested that can be sold, then securities other than Registrable Securities or Affiliate Securities may be added to the registration. In the event that the managing underwriter advises AirNet that an underwriters' over-allotment option is necessary or advisable, the preceding priority shall apply to the determination of which securities are to be included in the primary portion of such registration and (iii) third, other securities requested to be included in as well as such registration. The Company hereby agrees that whenever it grants piggyback rights to any holder of its securities after the date hereof, such holder's piggyback rights will be expressly subordinated to the piggyback rights granted to the holders of the Registrable Securities under this Article IIover-allotment option.

Priority on Secondary Registrations. (a) If a Piggyback Registration is consists only of an underwritten secondary registration on behalf of for holders of securities of the Company's securitiesCompany (other than pursuant to Section 10(a)), and the managing underwriters underwriter(s) for such offering advise the Company in writing that in their opinion the number of securities Registrable Securities requested to be included in such registration exceeds the number which can be sold in such offeringoffering without materially adversely affecting the distribution of such securities by the Company, the Company will include in such registration (iA) first, the securities requested to be included therein by the holders requesting such registration, (ii) second, registration and the Registrable Securities, Series 1 Registrable Securities, the ▇▇▇▇▇ Securities and the Bear ▇▇▇▇▇▇▇ Securities requested to be included in such registration, provided, that if pro rata among all such holders on the managing underwriters in good faith determine that a lower basis of the number of securities should be included, then the Company shall be required to include in the underwriting only that lower number of securities, and the holders of Registrable Securities, Series 1 Registrable Securities, ▇▇▇▇▇ Securities and Bear ▇▇▇▇▇▇▇ Securities who have requested registration shall participate in the underwriting pro rata based upon their total ownership, on a fully diluted basis, of any such securities shares requested to be included in by each such registration holder, provided, however, the Company will use its best efforts to include not less than 20% of the Registrable Securities, and (iiiB) thirdsecond, other securities requested to be included in such registration. The Notwithstanding the foregoing, if any such underwriter determines in good faith and advises the Company hereby agrees in writing that whenever it grants piggyback rights to any holder of its securities after the date hereof, such holder's piggyback rights will be expressly subordinated to the piggyback rights granted to the holders distribution of the Registrable Securities under this Article II.requested to be included in the registration concurrently with the securities being registered by the Company would materially adversely affect the distribution of such securities by the Company, then the Holders of such Registrable Securities shall delay their offering and sale for such period ending on the earliest of (1) 90 days following the effective date of the Company's registration statement, (2) the day upon which the underwriting syndicate, if

Priority on Secondary Registrations. (a) If a Piggyback Registration is an underwritten secondary registration on behalf of holders of the Company's securitiessecurities (other than a Demand Registration requested by the holders of Investor Registrable Securities pursuant to Section 1 of this Agreement), 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 offeringoffering within a price range acceptable to the holders of a majority of the Registrable Securities to be included in such registration, the Company will shall include in such registration (i) first, the securities requested to be included therein by the holders requesting such registrationregistration pursuant to Demand Registrations, (ii) second, the Investor Registrable Securities, Series 1 Registrable Securities, the ▇▇▇▇▇ Securities and the Bear ▇▇▇▇▇▇▇ Warrant Registrable Securities requested to be included in such registration, provided, that if the managing underwriters in good faith determine that a lower number of securities should be included, then the Company shall be required to include in the underwriting only that lower number of securities, and pro rata among the holders of such Registrable SecuritiesSecurities on the basis of the number of shares owned by each such holder, Series 1 (iii) third, the Executive Registrable SecuritiesSecurities requested to be included in such registration, ▇▇▇▇▇ Securities and Bear ▇▇▇▇▇▇▇ Securities who have requested registration shall participate in the underwriting pro rata based upon their total ownershipamong the holders of such Registrable Securities on the basis of the number of shares owned by each such holder, on a fully diluted basis(iv) fourth, Other Stockholder Registrable Securities requested to be included in such registration, pro rata among the holders of any 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 and (iii) thirdwhich in the opinion of such underwriters can be sold without adverse effect, other securities requested to be included in such registration. The Company hereby agrees that whenever it grants piggyback rights to any holder of its securities after the date hereof, such holder's piggyback rights will be expressly subordinated to the piggyback rights granted to pro rata among the holders of such securities on the Registrable Securities under this Article IIbasis of the number of such securities owned by each such holder.

Priority on Secondary Registrations. (a) If a Piggyback Registration is an underwritten secondary registration on behalf of holders a holder of the Company's securities’s securities other than Registrable Securities pursuant to demand registration rights, 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 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, the Company will shall include in such registration (i) first, the securities requested to be included therein by the holders requesting such registration, pro rata among the holders of such securities on the basis of the number of securities requested to be registered by such holders, and (ii) second, the other securities, including Registrable Securities, Series 1 Registrable Securities, the ▇▇▇▇▇ Securities and the Bear ▇▇▇▇▇▇▇ Securities requested to be included in such registration, provided, that if the managing underwriters in good faith determine that a lower number of securities should be included, then the Company shall be required to include in the underwriting only that lower number of securities, and the holders of Registrable Securities, Series 1 Registrable Securities, ▇▇▇▇▇ Securities and Bear ▇▇▇▇▇▇▇ Securities who have requested registration shall participate in the underwriting pro rata based upon their total ownership, on a fully diluted basis, of any such securities requested to be included in such registration pro rata among (A) the holders of such securities who have been granted registration rights pursuant to (i) that certain Registration Rights Agreement dated as of May 22, 2006, as amended to date, between the Company and VTEX Energy, Inc., (ii) that certain Registration Rights Agreement dated as of March 20, 1998, between the Company and Energy Systems Investors, LLC, and (iii) that certain Warrant Purchase Agreement dated the date hereof between the Company and Silver Point Capital Partners Group, LLC, and (iv) that certain Warrant Purchase Agreement dated the date hereof between the Company and Credit Suisse Securities (USA) LLC, and (B) the Holders collectively, on the basis of the number of securities requested to be registered by such holders, including the Holders, or as such holders, including the Holders, may otherwise agree and (iii) third, other securities requested to be included in such registration. The Company hereby agrees that whenever it grants piggyback rights to any holder of its securities after the date hereof, such holder's piggyback rights will be expressly subordinated to the piggyback rights granted to the holders of the Registrable Securities under this Article II.

Priority on Secondary Registrations. (a) If a Series H Piggyback Registration is an underwritten secondary registration on behalf of holders 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 can be sold in such offering, the Company will include in such registration (i) first, the securities requested to be included therein by the holders requesting such registration, provided that at least 25% of the shares to be included in such registration shall be Registrable Series H Securities and, in the case where such registration is not a Demand Registration, Registrable Securities with Priority Securities included before any other Registrable Series H Securities or Registrable Securities, in each case pro rata among the holders of such securities on the basis of the number of such shares requested to be included by such holders, (ii) second, the Registrable SecuritiesSeries H Securities and, Series 1 Registrable Securities, the ▇▇▇▇▇ Securities and the Bear ▇▇▇▇▇▇▇ Securities requested to be included in such registration, provided, that if the managing underwriters in good faith determine that a lower number of securities should be included, then the Company shall be required to include in the underwriting only that lower number of securitiescase where such registration is not a Demand Registration, and the holders of Registrable Securities, Series 1 Registrable Securities, ▇▇▇▇▇ Securities and Bear ▇▇▇▇▇▇▇ Securities who have requested registration shall participate in the underwriting pro rata based upon their total ownership, on a fully diluted basis, of any such securities requested to be included in such registration and not included under (i) above with Priority Securities included before any other Registrable Series H Securities or Registrable Securities, in each case pro rata among the holders of securities on the basis of the number of such shares requested to be included by such holders, (iii) third, other securities requested to be included in such registration. The Company hereby agrees that whenever it grants piggyback rights to any holder of its securities after the date hereof, such holder's piggyback rights will be expressly subordinated to the piggyback rights granted to the holders of the Registrable Securities under this Article II.

Priority on Secondary Registrations. (a) If a Piggyback ----------------------------------- Registration is an underwritten secondary registration on behalf of holders 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 can be sold in an orderly manner in such offeringoffering within a price range acceptable to the holders of a majority of the Registrable Securities to be included in such registration, the Company will shall include in such registration (i) first, the securities requested to be included therein by the holders requesting such registration, (ii) second, the Investor Registrable Securities, Series 1 Registrable Securities, the ▇▇▇▇▇ Securities and the Bear ▇▇▇▇▇▇▇ Securities requested to be included in such registration, provided, that if the managing underwriters in good faith determine that a lower number of securities should be included, then the Company shall be required to include in the underwriting only that lower number of securities, and pro rata among the holders of such Investor Registrable SecuritiesSecurities on the basis of the number of shares owned by such holders; (iii) third, Series 1 the Seller Registrable Securities, ▇▇▇▇▇ Securities and Bear ▇▇▇▇▇▇▇ Securities who have requested registration shall participate in the underwriting pro rata based upon their total ownership, on a fully diluted basis, of any such securities requested to be included in such registration registration, pro rata among the holders of such Seller Registrable Securities on the basis of the number of shares owned by such holders; (iv) fourth, the Management Registrable Securities requested to be included in such registration, pro rata among the holders of such Management Registrable Securities on the basis of the number of shares owned by such holders; and (iiiv) thirdfifth, other securities requested to be included in such registration. The Company hereby agrees that whenever it grants piggyback rights to any holder of its securities after the date hereof, such holder's piggyback rights will be expressly subordinated to the piggyback rights granted to pro rata among the holders thereof on the basis of the Registrable Securities under this Article II.number of their securities requested to be included therein

Priority on Secondary Registrations. (a) If a Piggyback Registration is an underwritten secondary registration offering on behalf of holders of the Company's ’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 can be sold in such offering, the Company will include an orderly manner in such registration (i) first, offering within a price range acceptable to the holders of a majority of the securities requested to be included therein by the holders requesting such registration, (ii) second, the Registrable Securities, Series 1 Registrable Securities, the ▇▇▇▇▇ Securities and the Bear ▇▇▇▇▇▇▇ Securities requested to be included in such registration, provided, then the total number of securities that if the managing underwriters in good faith determine that a lower number of securities should be included, then the Company shall be required to include in the underwriting only that lower number of securities, and the holders of Registrable Securities, Series 1 Registrable Securities, ▇▇▇▇▇ Securities and Bear ▇▇▇▇▇▇▇ Securities who have requested registration shall participate in the underwriting pro rata based upon their total ownership, on a fully diluted basis, of any such securities requested to advise can be included in such registration shall be allocated in the following order of priority: (i) first, the number of Registrable Securities of Eligible Holders requested to be included, allocated (A) first, to any Registrable Securities requested to be included by UST, if any; (B) second, if such offering is commenced on or after the date that is one year prior to the Divestiture Date, to any Registrable Securities requested to be included by the Treasury Trust or the GM Trust, allocated pro rata among the Treasury Trust and the GM Trust on the basis of the amount of Registrable Securities owned by each such trust; if during any other period, then pursuant to the immediately following clause (C); and (iiiC) third, pro rata among the respective Eligible Holders thereof on the basis of the amount of Registrable Securities owned by each such Eligible Holder, and (ii) second, the number of other securities requested to be included which in the opinion of such registration. The Company hereby agrees that whenever it grants piggyback rights to any holder underwriters can be sold in an orderly manner within the price range of its securities after the date hereof, such holder's piggyback rights will be expressly subordinated to the piggyback rights granted to the holders of the Registrable Securities under this Article IIoffering.

Priority on Secondary Registrations. (a) If a Piggyback Registration is relates to an underwritten secondary registration on behalf public offering of holders equity securities held solely by other shareholders of the Company's securities, securities and the managing underwriter or 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 offeringoffering within a price range acceptable to the persons (as defined below) initially requesting such registration, the Company will include in such registration (i) first, the securities requested to be included therein by the holders persons requesting such registration, (ii) secondsecond (subject to Section 2(a)(iv) of that certain Registration Rights Agreement dated September 22, 1999 between the Company and the persons listed on Schedule I thereto, provided that such Section has not been waived with respect to any other persons or entities who desire to participate in such registration), the Registrable Securities, Series 1 Registrable Securities, Shares and other securities of the ▇▇▇▇▇ Securities and Company with piggyback registration rights that are pari passu with the Bear ▇▇▇▇▇▇▇ Securities Holders requested to be included in such registration, provided, that if pro rata among the managing underwriters in good faith determine that a lower number Holders of securities should be included, then the Company shall be required to include in the underwriting only that lower number of securities, such Registrable Shares and the holders of Registrable Securities, Series 1 Registrable Securities, ▇▇▇▇▇ Securities and Bear ▇▇▇▇▇▇▇ Securities who have requested registration shall participate in such other securities on the underwriting pro rata based upon their total ownership, on a fully diluted basis, basis of any the number of shares owned by each such securities requested to be included in such registration Holder or holder and (iii) thirdthird (subject to Section 2(a)(iv) of that certain Registration Rights Agreement dated September 22, 1999 between the Company and the persons listed on Schedule I thereto, provided that such Section has not been waived with respect to any other persons or entities who desire to participate in such registration), other securities requested to be included in such registration. The Company hereby agrees that whenever it grants piggyback rights to any holder of its securities after the date hereof, such holder's piggyback rights will be expressly subordinated to the piggyback rights granted to the holders of the Registrable Securities under this Article II.

Priority on Secondary Registrations. (a) If a Piggyback Registration is an underwritten secondary registration on behalf of holders of the Company's ’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 can be sold in an orderly manner in such offeringoffering within a price range acceptable to the holders initially requesting such registration, the Company will shall include in such registration (i) first, the securities requested to be included therein by the holders requesting such registration, (ii) second, the Preferred Registrable Securities, Series 1 Registrable Securities, the ▇▇▇▇▇ Securities and the Bear ▇▇▇▇▇▇▇ CISCO Warrant Registrable Securities requested to be included in such registration, provided, that if the managing underwriters in good faith determine that a lower number of securities should be included, then the Company shall be required to include in the underwriting only that lower number of securities, and pro rata among the holders of Registrable Securities, Series 1 Registrable Securities, ▇▇▇▇▇ Securities and Bear ▇▇▇▇▇▇▇ Securities who have requested registration shall participate in the underwriting pro rata based upon their total ownership, on a fully diluted basis, of any such securities on the basis of the number of securities so requested to be included in therein owned by each such registration holder, (ii) second, the Common Registrable Securities, pro rata among the holders of Common Registrable Securities on the basis of the number of Common Registrable Securities owned by each such holder and (iii) third, other securities requested to be included in such registration. The ; provided that, to the extent (but only to the extent) the managing underwriters advise the Company hereby agrees in writing that whenever it grants piggyback rights to in their opinion Registrable Securities held by holders who are also employees of the Company or any holder of its securities after the date hereofSubsidiaries cannot be included in such offering without adversely effecting such offering, such holder's piggyback rights will be expressly subordinated to the piggyback rights granted to the holders of the Registrable Securities under this Article IIshall not be included in such offering.

Priority on Secondary Registrations. (a) If a Piggyback Registration is an underwritten secondary registration on behalf of holders of the Company's securities, and the managing underwriters advise the Company in writing (with a copy to each holder of Registrable Securities requesting registration) 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 without adversely affecting the marketability of the offering, the Company will include in such registration (i) firstFIRST, the securities requested to be included therein by the holders requesting such registration, pro rata among the holders of such securities on the basis of the number of shares owned by each such holder; provided that if such registration is demanded by a holder of GTCR Registrable Securities or Other Registrable Securities, then this clause (i) shall not be applicable and priority shall be determined as set forth in paragraph 1(d); (ii) secondSECOND, any securities the Company is required to include pursuant to the Purchase Options, (iii) THIRD, any securities held by persons other than the holders of Registrable Securities or Other Registrable Securities which the Company is required to include pursuant to registration rights granted by the Company prior to the date hereof, (iv) FOURTH, the number of Registrable Securities, Series 1 Registrable Securities, the ▇▇▇▇▇ Securities and the Bear ▇▇▇▇▇▇▇ Other Registrable Securities requested to be included in such registrationincluded, provided, that if pro rata among the managing underwriters in good faith determine that a lower respective holders thereof on the basis of the number of securities should be included, then the Company shall be required to include in the underwriting only that lower number of securities, and the holders of Total Registrable Securities, Series 1 Registrable Securities, ▇▇▇▇▇ Securities and Bear ▇▇▇▇▇▇▇ Securities who have requested registration shall participate in the underwriting pro rata based upon their total ownership, on a fully diluted basis, of any owned by each such securities requested to be included in such registration holder; and (iiiv) thirdFIFTH, other securities requested to be included in such registration. The Company hereby agrees that whenever it grants piggyback rights to any holder of its securities after the date hereof, such holder's piggyback rights will be expressly subordinated to the piggyback rights granted to registration pro-rata among the holders of such securities on the Registrable Securities under this Article IIbasis of the number of shares of such securities owned by each such holder.

Priority on Secondary Registrations. (a) If a Piggyback Registration is an --- ----------------------------------- underwritten secondary registration on behalf of holders 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 can be sold in an orderly manner in such offeringoffering within a price range acceptable to the holders initially requesting such registration, then the Company will shall include in such registration (i) first, the securities requested to be included therein by the holders requesting such registration, (ii) second, the Registrable Securities, Series 1 Registrable Securities, the ▇▇▇▇▇ Securities and the Bear ▇▇▇▇▇▇▇ Securities requested to be included in such registration, provided, that if the managing underwriters in good faith determine that a lower number of securities should be included, then the Company shall be required to include in the underwriting only that lower number of securities, and pro rata among the holders of such Registrable SecuritiesSecurities on the basis of the number of shares of Registrable Securities owned by each such holder, Series 1 Registrable Securities(iii) third, ▇▇▇▇▇ Securities and Bear ▇▇▇▇▇▇▇ Securities who have requested registration shall participate in the underwriting pro rata based upon their total ownership, on a fully diluted basis, of any such securities Warrant Shares requested to be included in such registration registration, pro rata among the Holders of such Warrant Shares on the basis of the amount of Warrant Shares owned by each such Holder of Warrant Shares, (iv) fourth, the Convertible Note Shares requested to be included in such registration, pro rata among the Holders of such Convertible Note Shares on the basis of the amount of Convertible Note Shares owned by each such Holder of Convertible Note Shares, and (iiiv) thirdfifth, other securities requested to be included in such registration. The Company hereby agrees that whenever it grants piggyback rights to any holder of its securities after the date hereof, such holder's piggyback rights will be expressly subordinated to the piggyback rights granted to the holders of the Registrable Securities under this Article II.

Priority on Secondary Registrations. (a) If a Piggyback Registration is an underwritten secondary registration on behalf of holders a holder of the Company's securities’s securities other than Registrable Securities pursuant to demand registration rights, 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 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, the Company will shall include in such registration (i) first, the securities requested to be included therein by the holders requesting such registration, pro rata among the holders of such securities on the basis of the number of securities requested to be registered by such holders, and (ii) second, the other securities, including Registrable Securities, Series 1 Registrable Securities, the ▇▇▇▇▇ Securities and the Bear ▇▇▇▇▇▇▇ Securities requested to be included in such registration, provided, that if the managing underwriters in good faith determine that a lower number of securities should be included, then the Company shall be required to include in the underwriting only that lower number of securities, and the holders of Registrable Securities, Series 1 Registrable Securities, ▇▇▇▇▇ Securities and Bear ▇▇▇▇▇▇▇ Securities who have requested registration shall participate in the underwriting pro rata based upon their total ownership, on a fully diluted basis, of any such securities requested to be included in such registration pro rata among (A) the holders of such securities who have been granted registration rights pursuant to (i) that certain Registration Rights Agreement dated as of May 22, 2006, as amended to date, between the Company and VTEX Energy, Inc., (ii) that certain Registration Rights Agreement dated as of March 20, 1998, between the Company and Energy Systems Investors, LLC, and (iii) that certain Warrant Purchase Agreement dated the date hereof between the Company and Silver Point Capital Partners Group, LLC, and (iv) that certain Warrant Purchase Agreement dated the date hereof between the Company and Kenmont Special Opportunities Master Fund L.P., and (B) the Holders collectively, on the basis of the number of securities requested to be registered by such holders, including the Holders, or as such holders, including the Holders, may otherwise agree and (iii) third, other securities requested to be included in such registration. The Company hereby agrees that whenever it grants piggyback rights to any holder of its securities after the date hereof, such holder's piggyback rights will be expressly subordinated to the piggyback rights granted to the holders of the Registrable Securities under this Article II.

Priority on Secondary Registrations. (a) If a Piggyback Registration is an underwritten secondary registration on behalf of holders of the CompanyLLC's securities, securities (and is not a Demand Registration) and the managing underwriters advise the Company LLC in writing that in their opinion the number or class of securities of the class registered in such Piggyback Registration requested to be included in such registration exceeds the number or class which can be sold in such offering without adversely affecting the marketability of the offering, the Company LLC will include in such registration (i) first, the securities requested to be included therein by the holders requesting such registration, (ii) second, (A) to the extent LLC Registrable Securities, Series 1 Registrable SecuritiesSecurities requested for inclusion therein need to be reduced as a result of such advice, the ▇▇▇▇▇ Securities and the Bear ▇▇▇▇▇▇▇ LLC Registrable Securities requested to be included in such registration, provided, that if the managing underwriters in good faith determine that a lower number of securities should be included, then the Company shall be required to include in the underwriting only that lower number of securities, and pro rata among the holders of such LLC Registrable SecuritiesSecurities on the basis of the number of shares of LLC Registrable Securities owned by each such holder and (B) to the extent CSX Senior Registrable Securities requested for inclusion therein need to be reduced as a result of such advice, Series 1 the CSX Senior Registrable Securities, ▇▇▇▇▇ Securities and Bear ▇▇▇▇▇▇▇ Securities who have requested registration shall participate in the underwriting pro rata based upon their total ownership, on a fully diluted basis, of any such securities requested to be included in such registration pro rata among holders of CSX Senior Registrable Securities on the basis of the number of units of CSX Registrable Securities owned by each such holder, and (iii) third, other securities requested to be included in such registration. The Company hereby agrees that whenever it grants piggyback rights to any holder of its securities after the date hereof, such holder's piggyback rights will be expressly subordinated to the piggyback rights granted to registration not covered by clause (i) above pro rata among the holders of such securities on the Registrable Securities under this Article IIbasis of the number of shares owned by each such holder.

Priority on Secondary Registrations. (a) If a Piggyback Registration is an underwritten secondary registration on behalf of holders a holder of the Company's securities’s securities other than Registrable Securities pursuant to demand registration rights, 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 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, the Company will shall include in such registration (i) first, the securities requested to be included therein by the holders requesting such registration, pro rata among the holders of such securities on the basis of the number of securities requested to be registered by such holders, and (ii) second, the other securities, including Registrable Securities, Series 1 Registrable Securities, the ▇▇▇▇▇ Securities and the Bear ▇▇▇▇▇▇▇ Securities requested to be included in such registration, provided, that if the managing underwriters in good faith determine that a lower number of securities should be included, then the Company shall be required to include in the underwriting only that lower number of securities, and the holders of Registrable Securities, Series 1 Registrable Securities, ▇▇▇▇▇ Securities and Bear ▇▇▇▇▇▇▇ Securities who have requested registration shall participate in the underwriting pro rata based upon their total ownership, on a fully diluted basis, of any such securities requested to be included in such registration pro rata among (A) the holders of such securities who have been granted registration rights pursuant to (i) that certain Registration Rights Agreement dated as of May 22, 2006, as amended to date, between the Company and VTEX Energy, Inc., (ii) that certain Registration Rights Agreement dated as of March 20, 1998, between the Company and Energy Systems Investors, LLC, (iii) that certain Warrant Purchase Agreement dated the date hereof between the Company and Credit Suisse Securities (USA) LLC, and (iv) that certain Warrant Purchase Agreement dated the date hereof between the Company and Kenmont Special Opportunities Master Fund, L.P., and (B) the Holders collectively, on the basis of the number of securities requested to be registered by such holders, including the Holders, or as such holders, including the Holders, may otherwise agree and (iii) third, other securities requested to be included in such registration. The Company hereby agrees that whenever it grants piggyback rights to any holder of its securities after the date hereof, such holder's piggyback rights will be expressly subordinated to the piggyback rights granted to the holders of the Registrable Securities under this Article II.

Priority on Secondary Registrations. (a) If a Piggyback Registration is an underwritten secondary registration on behalf of holders of the Company's securities, and the managing underwriters advise underwriter advises the Company in writing that in their opinion the number of Registrable Securities requested to be included exceeds the number of Registrable Securities which can be included in such registration within a price range acceptable to the holders of the Company's Registration Rights Agreement securities on whose behalf the registration is being effected, the Company will include any securities to be sold in such registration in the following order: (a) first, the securities which such holders propose to sell; (b) second, the Registrable Securities requested to be included in such registration exceeds the number which can be sold in such offering, the Company will include in such registration (i) first, the securities requested to be included therein by the holders requesting such registrationPiggyback Holders, (ii) second, the Registrable Securities, Series 1 Registrable Securities, the ▇▇▇▇▇ Securities and the Bear ▇▇▇▇▇▇▇ Securities requested to be included in such registration, provided, provided that if the managing underwriters underwriter determines in good faith determine that a lower number of securities Registrable Securities should be included, then the Company shall be required to include in the underwriting such registration only that lower number of securitiesRegistrable Securities, and the holders of Registrable Securities, Series 1 Registrable Securities, ▇▇▇▇▇ Securities and Bear ▇▇▇▇▇▇▇ Securities who have requested registration Piggyback Holders shall participate in the underwriting such registration on a pro rata based upon their total ownership, on a fully diluted basis, basis in accordance with the number of any such securities Registrable Securities requested to be included in such registration by each Piggyback Holder, provided, further, that if the managing underwriter determines in good faith that a lower number of Registrable Securities held by Management Stockholders and Additional Management Stockholders than such pro rata portion should be included, then such lower number shall be included and, as a result thereof, a greater number of Registrable Securities owned by the other Stockholders may be sold; and (iiic) third, any other securities requested proposed to be included in such registration. The Company hereby agrees that whenever it grants piggyback rights to any holder of its securities after the date hereof, such holder's piggyback rights will be expressly subordinated to the piggyback rights granted to the holders of the Registrable Securities under this Article II.

Priority on Secondary Registrations. (a) If a Piggyback Registration is an underwritten secondary registration on behalf of holders of the Company's securitiesOther Registrable 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 can be sold in an orderly manner in such offeringoffering within a price range acceptable to the holders of a majority of the Registrable Securities to be included in such registration, the Company will shall include in such registration (i) first, the securities requested to be included therein by the holders of Other Registrable Securities requesting such registration, (ii) second, the Investor Registrable Securities, Series 1 Registrable Securities, the ▇▇▇▇▇ Securities and the Bear ▇▇▇▇▇▇▇ Securities requested to be included in such registration, provided, that if the managing underwriters in good faith determine that a lower number of securities should be included, then the Company shall be required to include in the underwriting only that lower number of securities, and pro rata among the holders of such Investor Registrable Securities, Series 1 Registrable Securities, ▇▇▇▇▇ Securities and Bear ▇▇▇▇▇▇▇ Securities who have requested registration shall participate in on the underwriting pro rata based upon their total ownership, on a fully diluted basis, basis of any the number of shares owned by such securities requested to be included in such registration and holders; (iii) third, other securities the Seller Registrable Securities requested to be included in such registration. The Company hereby agrees that whenever it grants piggyback rights to any holder of its securities after the date hereof, such holder's piggyback rights will be expressly subordinated to the piggyback rights granted to pro rata among the holders of the such Seller Registrable Securities under this Article IIon the basis of the number of shares owned by such holders; (iv) fourth, the Management Registrable Securities requested to be included in such registration, pro rata among the holders of such Management Registrable Securities on the basis of the number of shares owned by such holders; and (v) fifth, any non-requesting Other Registrable Securities requested to be included in such registration, pro rata among the holders thereof on the basis of the number of their securities requested to be included therein.

Priority on Secondary Registrations. (a) If a Piggyback Registration is solely an underwritten secondary registration on behalf of holders 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 can be sold in such offering without adversely affecting the marketability of the offering, then, (A) if such Piggyback Registration is filed under the Securities Act on or prior to the end of the 42nd month after the month in which the Closing under the Purchase Agreement occurs, the Company will shall include in such registration (i) first, the 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, (ii) second, the securities requested to be included therein by the holders requesting such registration, (ii) second, the Registrable Securities, Series 1 Registrable Securities, the ▇▇▇▇▇ Securities and the Bear ▇▇▇▇▇▇▇ Securities requested to be included in such registration, provided, that if the managing underwriters in good faith determine that a lower number of securities should be included, then the Company shall be required to include in the underwriting only that lower number of securities, and the holders of Registrable Securities, Series 1 Registrable Securities, ▇▇▇▇▇ Securities and Bear ▇▇▇▇▇▇▇ Securities who have requested registration shall participate in the underwriting pro rata based upon their total ownership, on a fully diluted basis, of any such securities requested to be included in such registration and (iii) third, other securities requested to be included in such registration. The Company hereby agrees that whenever it grants piggyback rights to any holder of its securities ; and (B) if such Piggyback Registration is filed under the Securities Act after the date hereofend of the 42nd month after the month in which the Closing under the Purchase Agreement occurs, the Company shall include in such holder's piggyback rights will registration the Registrable Securities and all other securities requested to be expressly subordinated to the piggyback rights granted to included in such registration, pro rata among the holders of such Registrable Securities and other securities on the basis of the number of shares owned by each holder thereof. provided, however, that notwithstanding clauses (A) and (B) above, if an offering of Registrable Securities (as defined in the Warrant Registration Agreement) by the Holders (as defined in the Warrant Registration Agreement) in accordance with the Warrant Registration Agreement is a Shelf Registration (as defined in the Warrant Registration Agreement) effected in the form of an underwritten offering of Warrant Shares (as defined in the Warrant Registration Agreement), the Company shall include in such registration first, the Registrable Securities under this Article II(as defined in the Warrant Registration Agreement) pro rata among the Holders (as defined in the Warrant Registration Agreement) of such Warrant Shares (as defined in the Warrant Registration Agreement) on the basis of the number of Warrant Shares (as defined in the Warrant Registration Agreement) requested to be included by such Holders (as defined in the Warrant Registration Agreement), and then shall include Registrable Securities and other securities in accordance with the applicable provisions of clauses (A) and (B) above.