Common use of Priority on Secondary Registrations Clause in Contracts

Priority on Secondary Registrations. If a Piggyback Registration is an underwritten secondary registration on behalf of holders of the Company’s equity securities (other than Majority Holders), 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, proposed offering price, timing or method of distribution of the offering, the Company will include in such registration (i) first, the securities requested to be included therein by the holders initially requesting such registration and the Registrable Securities requested to be included in such registration which, in the opinion of the underwriters, can be sold without any such adverse effect, (ii) second, the Registrable Securities requested to be included in such registration, pro rata among the Holders on the basis of the number of Registrable Securities owned by each such Holder which, in the opinion of the underwriters, can be sold without any such adverse effect, and (iii) third, other securities requested to be included in such registration which, in the opinion of the underwriters, can be sold without any such adverse effect. In addition, if any Holders of Executive Registrable Securities have requested to include such securities in a Piggyback Registration that is an underwritten secondary offering and the managing underwriters for such offering advise the Company in writing that in their opinion the inclusion of some or all of such Executive Registrable Securities could adversely affect the marketability, proposed offering price, timing or method of distribution of the offering, the Company shall be permitted to first exclude from such offering the number (which may be all) of such Executive Registrable Securities identified by the managing underwriters as having any such adverse effect prior to the exclusion of any securities in such offering.

Priority on Secondary Registrations. If a Piggyback Registration is consists only of an underwritten secondary registration on behalf of holders of securities of the Company’s equity securities (other than Majority Holders), Company and the managing underwriters underwriter(s) for the offering being registered by the Company advise the Company in writing that in its/their opinion the number of securities Registrable Securities requested to be included in such registration exceeds the number which that can be sold in such offering without materially adversely affecting the marketability, proposed offering price, timing or method of distribution of such securities by the offering, Company (such opinion to state the reasons therefor). then the Company will promptly furnish the holders of the Registrable Securities with a copy of such opinion and the Company will include in such registration (i1) first, the securities requested to be included therein by the holders initially requesting such registration and the Registrable Securities requested to be included in such registration which, in the opinion of the underwriters, can be sold without any such adverse effect, (ii) second, the Registrable Securities requested to be included in such registrationabove, pro rata rata, among the Holders all such holders on the basis of the number of Registrable Securities owned shares requested to be included by each such Holder whichholder, but in the opinion any event not less than 50% of the underwriters, can be sold without any such adverse effect, Registrable Securities and (iiiii) thirdsecond, other securities requested to be included in such registration which, in registration. Notwithstanding the opinion of the underwriters, can be sold without any such adverse effect. In additionforegoing, if any Holders of Executive Registrable Securities have requested to include such securities underwriter shall determine in a Piggyback Registration that is an underwritten secondary offering good faith and the managing underwriters for such offering advise the Company in writing that in their opinion the inclusion distribution of some or all of such Executive the Registrable Securities could requested to be included in the registration concurrently with the securities being registered by the Company would materially adversely affect the marketability, proposed offering price, timing or method of distribution of such securities by the offeringCompany, then the holders of the Registrable Securities shall delay their offering and sale for such period ending on the earliest of (i) 90 days following the effective date of the Company's registration Statement, (ii) the day upon which the underwriting syndicate, if any, for such offering shall have been disbanded or, (iii) such date as the Company, managing underwriter and holders of Registrable Securities shall otherwise agree. In the event of such delay, the Company shall be permitted to first exclude from file such offering the number (which supplements, post-effective amendments and take any such other steps as may be all) necessary to permit such holders to make their proposed offering and sale for a period of 120 days immediately following the end of such Executive period of delay. If any party disapproves of the terms of any such underwriting, it may elect to withdraw therefrom by written notice to the Company, the underwriter, and the Stockholder's. Notwithstanding the foregoing, the Company shall not be required to file a registration statement to include Shares pursuant to this Section 2 if an opinion of independent counsel for the Stockholders, that all of the Registrable Securities identified by the managing underwriters as having any such adverse effect prior proposed to be disposed of may be transferred pursuant to the exclusion provisions of any securities in such offeringRule 144 under the Act shall have been delivered to counsel for the Company.

Priority on Secondary Registrations. If a Piggyback Registration is an underwritten secondary registration on behalf of holders of the Company’s equity securities (other than Majority Holderspursuant to Section 1 hereof), 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, proposed offering price, timing or method of distribution of the offering, the Company will include in such registration (i) first, the securities requested to be included therein by the holders initially requesting such registration and the Investor Registrable Securities requested to be included in such registration which, in the opinion of the underwriters, can be sold without any such adverse effect, (ii) second, the Executive Registrable Securities requested to be included in such registration which, in the opinion of the underwriters, can be sold without any such adverse effect, (iii) third, the Registrable Securities requested to be included in such registration, pro rata among the other Holders on the basis of the number of Registrable Securities owned by each such Holder Holder, which, in the opinion of the underwriters, can be sold without any such adverse effect, and (iiiiv) thirdfourth, other securities requested to be included in such registration which, in the opinion of the underwriters, can be sold without any such adverse effect. In addition, if any Holders of Executive Registrable Securities have requested to include such securities in a Piggyback Registration that is an underwritten secondary offering and the managing underwriters for such offering advise the Company in writing that in their opinion the inclusion of some or all of such Executive Registrable Securities could adversely affect the marketability, proposed offering price, timing or method of distribution of the offering, the Company shall be permitted to first exclude from such offering the number (which may be all) of such Executive Registrable Securities identified by the managing underwriters as having any such adverse effect prior to the exclusion of any securities in such offering.

Priority on Secondary Registrations. If a Piggyback Registration is an underwritten secondary registration on behalf of holders of the Company’s equity securities (other than Majority Holderspursuant to Section 1 hereof), 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, proposed offering price, timing or method of distribution of the offering, the Company will include in such registration (i) first, the securities requested to be included therein by the holders initially requesting such registration and the Registrable Securities requested to be included in such registration which, in the opinion of the underwriters, can be sold without any such adverse effect, (ii) second, the any Registrable Securities requested to be included in such registrationregistration by any Holder, pro rata among the such Holders on the basis of the number of Registrable Securities owned by each such Holder which, in the opinion of the underwriters, can be sold without any such adverse effect, and (iiiiv) third, other securities requested to be included in such registration which, in the opinion of the underwriters, can be sold without any such adverse effect. In additionNotwithstanding anything to the contrary herein, if any Holders of Executive Registrable Securities have requested to include such securities in a Piggyback Registration that is an underwritten secondary offering and the managing underwriters for such offering advise the Company in writing that in their opinion the inclusion of some or all of such Executive Registrable Securities could adversely affect the marketability, proposed offering price, timing or method of distribution of the offering, the Company shall be permitted to first exclude from such offering the number (which may be all) of such Executive Registrable Securities identified by the managing underwriters as having any such adverse effect prior to the exclusion of any securities in such offering.

Priority on Secondary Registrations. If a Piggyback Registration is relates solely to an underwritten secondary registration on behalf of other holders of the Company’s equity securities (other than Majority Holders)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, proposed offering price, timing or method of distribution marketability of the offering, including the price at which such securities can be sold, the Company will include in such registration the maximum number of securities that in the opinion of such underwriters can be sold without adversely affecting the marketability of the offering, including the price at which such securities can be sold, which securities will be so included in the following order of priority: (i) first, (A) the securities requested to be included therein by the holders initially requesting such registration and (B) the Registrable Securities requested to be included in such registration which, in the opinion of the underwriters, can be sold without any such adverse effect, (ii) second, the Registrable and Prior Holder Securities requested to be included in such registration, pro rata among the Holders holders thereof on the basis of the number of Registrable Securities securities so requested to be included therein owned by each such Holder which, holder or in the opinion of the underwriters, can be sold without any such adverse effectother manner as they may agree, and (iiiii) thirdsecond, other securities requested to be included in such registration. Notwithstanding the foregoing, any employee of the Company or any subsidiary thereof will not be entitled to participate, directly or indirectly, in any such registration whichto the extent that the managing underwriter (or, in the opinion case of the underwriters, can be sold without any such adverse effect. In addition, if any Holders of Executive Registrable Securities have requested to include such securities in a Piggyback Registration an offering that is an underwritten secondary offering and not underwritten, a nationally recognized investment banking firm) will determine in good faith that the managing underwriters for such offering advise the Company in writing that in their opinion the inclusion of some or all participation of such Executive Registrable Securities could employee in such registration would adversely affect the marketability, proposed marketability or offering price, timing or method of distribution price of the offering, the Company shall be permitted to first exclude from such offering the number (which may be all) of such Executive Registrable Securities identified by the managing underwriters as having any such adverse effect prior to the exclusion of any securities being sold in such offeringregistration.

Priority on Secondary Registrations. If a Piggyback Registration is relates solely to an underwritten secondary registration on behalf of other holders of the Company’s equity securities (other than Majority Holders)'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, proposed offering price, timing or method of distribution marketability of the offering, including the price at which such securities can be sold, the Company will include in such registration the maximum number of securities that in the opinion of such underwriters can be sold without adversely affecting the marketability of the offering, including the price at which such securities can be sold, which securities will be so included in the following order of priority: (i) first, the securities requested to be included therein by the holders initially requesting such registration and the Registrable Securities requested to be included in such registration which, in the opinion of the underwriters, can be sold without any such adverse effect, (ii) second, the Registrable Securities requested to be included in such registration, pro rata among the Holders holders of such securities and Registrable Securities on the basis of the number of Registrable Securities securities so requested to be included therein owned by each such Holder which, holder or in the opinion of the underwriters, can be sold without any such adverse effectother manner as they may agree, and (iiiii) thirdsecond, other securities requested to be included in such registration. Notwithstanding the foregoing, any employee of the Company or any subsidiary thereof will not be entitled to participate, directly or indirectly, in any such registration whichto the extent that the managing underwriter (or, in the opinion case of the underwriters, can be sold without any such adverse effect. In addition, if any Holders of Executive Registrable Securities have requested to include such securities in a Piggyback Registration an offering that is an underwritten secondary offering and not underwritten, a nationally recognized investment banking firm) will determine in good faith that the managing underwriters for such offering advise the Company in writing that in their opinion the inclusion of some or all participation of such Executive Registrable Securities could employee in such registration would adversely affect the marketability, proposed marketability or offering price, timing or method of distribution price of the offering, the Company shall be permitted to first exclude from such offering the number (which may be all) of such Executive Registrable Securities identified by the managing underwriters as having any such adverse effect prior to the exclusion of any securities being sold in such offeringregistration.

Priority on Secondary Registrations. If a Piggyback Registration is consists only of an underwritten secondary registration on behalf of holders of securities of the Company’s equity securities Company (other than Majority Holderspursuant to Section 10(a)), and the managing underwriters advise underwriter(s) for such offering advises the Company in writing that in its/their opinion the number of securities Registrable Securities requested to be included in such registration exceeds the number which can be sold in such offering without materially adversely affecting the marketability, proposed offering price, timing or method of distribution of such securities by the offeringCompany, the Company will include in such registration (iA) first, the securities requested to be included therein by the holders initially requesting such registration and the Registrable Securities requested to be included in such registration which, in the opinion of the underwriters, can be sold without any such adverse effect, (ii) second, the Registrable Securities requested to be included in such registration, pro rata among the Holders all such holders on the basis of the number of Registrable Securities owned shares requested to be included by each such Holder whichholder, in provided, however, the opinion Company will use its best efforts to include not less than 20% of the underwriters, can be sold without any such adverse effectRegistrable Securities, and (iiiB) thirdsecond, other securities requested to be included in such registration which, in registration. Notwithstanding the opinion of the underwriters, can be sold without any such adverse effect. In additionforegoing, if any Holders of Executive Registrable Securities have requested to include such securities underwriter shall determine in a Piggyback Registration that is an underwritten secondary offering good faith and the managing underwriters for such offering advise the Company in writing that in their opinion the inclusion distribution of some or all of such Executive the Registrable Securities could requested to be included in the registration concurrently with the securities being registered by the Company would materially adversely affect the marketability, proposed offering price, timing or method of distribution of such securities by the offeringCompany, 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 any, for such offering shall have been disbanded or, (3) such date as the Company, managing underwriter and Holders of Registrable Securities shall otherwise agree. In the event of such delay, the Company shall be permitted to first exclude from file such offering the number (which supplements, post-effective amendments and take any such other steps as may be all) necessary to permit such Holders to make their proposed offering and sale for a period of 120 days immediately following the end of such Executive Registrable Securities identified by period of delay. If any party disapproves of the managing underwriters as having terms of any such adverse effect prior underwriting, it may elect to withdraw therefrom by written notice to the exclusion Company, the underwriter, and the Placement Agent. Notwithstanding the foregoing, the Company shall not be required to file a registration statement to include Shares pursuant to this Section 10(b) if independent counsel, reasonably satisfactory to counsel for the Company and counsel for the Placement Agent, renders an opinion to the Company that the Shares proposed to be disposed of any securities in such offeringmay be transferred pursuant to the provisions of Rule 144 under the Securities Act or otherwise without registration under the Securities Act.

Priority on Secondary Registrations. If a Piggyback Registration or Piggyback Shelf Takedown is an underwritten secondary registration on behalf of holders of the Company’s equity securities (other than Majority Holders)holders of Registrable Securities, then the Company shall use reasonable best efforts to cause the managing underwriter(s) of the proposed underwritten offering to permit holders of Registrable Securities to include in such offering all Registrable Securities they request to be included on the same terms and subject to the same conditions as any other shares of the Company included in the Offering. If, however, the managing underwriters advise the Company in writing that in their opinion the number of securities requested to be included in such registration exceeds the number of securities which can be sold in such offering without adversely affecting the marketability, proposed offering price, timing or method of distribution of the offering, the Company will shall include in such registration (i) first, the securities requested to be included therein by the holders initially requesting such registration and the Registrable Securities requested to be included in such registration which, in the opinion of the underwriters, can be sold without any such adverse effectregistration, (ii) second, the Registrable Securities requested to be included in such registrationregistration by the Investor Parties which, in the opinion of such underwriters, can be sold, without any such adverse effect (pro rata among the Holders participating Investor Parties on the basis of the number of Registrable Securities owned by each such Holder which, in the opinion of the underwriters, can be sold without any such adverse effectInvestor Party), and (iii) third, other securities requested to be included in such registration which, in the opinion of the such underwriters, can be sold sold, without any such adverse effect. In addition, if any Holders of Executive Registrable Securities have requested to include such securities in a Piggyback Registration that is an underwritten secondary offering and the managing underwriters for such offering advise the Company in writing that in their opinion the inclusion of some or all of such Executive Registrable Securities could adversely affect the marketability, proposed offering price, timing or method of distribution of the offering, the Company shall be permitted to first exclude from such offering the number (which may be all) of such Executive Registrable Securities identified by the managing underwriters as having any such adverse effect prior to the exclusion of any securities in such offering.

Priority on Secondary Registrations. If a Piggyback Registration is consists only of an underwritten secondary registration on behalf of holders of securities of the Company’s equity securities Company (other than Majority Holderspursuant to Section 8(a)), and the managing underwriters advise underwriter(s) for such offering advises the Company in writing that in its/their opinion the number of securities Registrable Securities requested to be included in such registration exceeds the number which can be sold in such offering without materially adversely affecting the marketability, proposed offering price, timing or method of distribution of such securities by the offeringCompany, the Company will include in such registration (iA) first, the securities requested to be included therein by the holders initially requesting such registration and the Registrable Securities requested to be included in such registration which, in the opinion of the underwriters, can be sold without any such adverse effect, (ii) second, the Registrable Securities requested to be included in such registration, pro rata among the Holders all such holders on the basis of the number of Registrable Securities owned shares requested to be included by each such Holder whichholder, in provided, however, the opinion Company will use its best efforts to include not less than 20% of the underwriters, can be sold without any such adverse effectRegistrable Securities, and (iiiB) thirdsecond, other securities requested to be included in such registration which, in registration. Notwithstanding the opinion of the underwriters, can be sold without any such adverse effect. In additionforegoing, if any Holders of Executive Registrable Securities have requested to include such securities underwriter shall determine in a Piggyback Registration that is an underwritten secondary offering good faith and the managing underwriters for such offering advise the Company in writing that in their opinion the inclusion distribution of some or all of such Executive the Registrable Securities could requested to be included in the registration concurrently with the securities being registered by the Company would materially adversely affect the marketability, proposed offering price, timing or method of distribution of such securities by the offeringCompany, then the Holders of such Registrable Securities shall delay their offering and sale for such period ending on the earliest of (1) 60 days following the effective date of the Company's registration statement, (2) the day upon which the underwriting syndicate, if any, for such offering shall have been disbanded or, (3) such date as the Company, managing underwriter and Holders of Registrable Securities shall otherwise agree. In the event of such delay, the Company shall be permitted to first exclude from file such offering the number (which supplements, post-effective amendments and take any such other steps as may be all) necessary to permit such Holders to make their proposed offering and sale for a period of 120 days immediately following the end of such Executive Registrable Securities identified by period of delay. If any party disapproves of the managing underwriters as having terms of any such adverse effect prior underwriting, it may elect to withdraw therefrom by written notice to the exclusion Company, the underwriter, and the Placement Agent. Notwithstanding the foregoing, the Company shall not be required to file a registration statement to include Shares pursuant to Section 8(a) or 8(b) if independent counsel, satisfactory to counsel for the Company and counsel for the Placement Agent, renders an opinion to the Company that the Shares proposed to be disposed of any securities in such offeringmay be transferred pursuant to the provisions of Rule 144 under the Securities Act or otherwise without registration under the Securities Act.

Priority on Secondary Registrations. If a Piggyback Registration or a Piggyback Shelf Take-Down is initiated as an underwritten secondary registration offering other than on behalf of holders of the Company’s equity securities (other than Majority Holders), and the managing underwriters of the offering advise the Company in writing that that, in their opinion opinion, the number of securities Equity Securities proposed to be included in such offering, including all Registrable Securities and all other Equity Securities requested to be included in such registration offering, exceeds the number of Equity Securities which can reasonably be expected to be sold in such offering without adversely affecting the marketability, proposed success of the offering (including the price, timing or method of distribution of the securities to be sold in such offering), the Company will shall include in such registration Piggyback Registration or Piggyback Shelf Take-Down: (i) first, the securities requested to be included therein by the holders initially requesting such registration and the Registrable Securities requested to be included in such registration whichby the Parent or any other Investor, allocated, in the opinion case of the underwriters, can be sold without any such adverse effect, this clause (ii) second, the Registrable Securities requested to be included in such registrationi), pro rata among the Holders such Investors on the basis of the number of Registrable Securities owned initially proposed to be included by each such Holder which, Investor in the opinion of the underwriters, can be sold without any such adverse effect, offering; and (iiiii) thirdsecond, other securities requested any Equity Securities proposed to be included in such registration whichoffering by any other Person to whom the Company has a contractual obligation to facilitate such offering (subject to Section 1.12(a)) and any Equity Securities that the Company proposes to sell in such offering, allocated, in the opinion case of this clause (ii), among such Persons in such manner as the underwritersCompany may determine, can be sold without any such adverse effect. In additionup to the number of Equity Securities, if any Holders of Executive Registrable Securities have requested to include such securities in a Piggyback Registration any, that is an underwritten secondary offering and the managing underwriters for such determine can be included in the offering advise the Company in writing that in their opinion the inclusion of some or all of such Executive Registrable Securities could without reasonably being expected to adversely affect the marketability, proposed success of the offering (including the price, timing or method of distribution of the offering, the Company shall securities to be permitted to first exclude from such offering the number (which may be all) of such Executive Registrable Securities identified by the managing underwriters as having any such adverse effect prior to the exclusion of any securities offered in such offering).

Priority on Secondary Registrations. If a Piggyback Registration is an underwritten secondary registration on behalf of holders Holders of the Company’s equity securities (other than Majority Holders)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 offering without adversely affecting within a price range acceptable to the marketability, proposed offering price, timing or method of distribution consent of the offeringMajority 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 initially Holders requesting such registration and the Registrable Securities requested to be included in such registration which, in the opinion of the underwriters, can be sold without any such adverse effect, (ii) second, the Registrable Securities requested to be included in such registration, pro rata among the Holders of such securities and such Registrable Securities on the basis of the number of Registrable Securities shares beneficially owned by each such Holder which, in the opinion of the underwriters, can be sold without any such adverse effectHolder, 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 whichregistration, in pro rata among the opinion respective Holders thereof on the basis of the underwriters, can amount of such securities requested to be sold without any included therein by each such adverse effectHolder. In addition, if any Holders No Holder who is an employee stockholder of Executive the Company will be entitled to include Registrable Securities have requested to include such securities in a Piggyback Registration that is an underwritten secondary offering and requested by the Initiating Holders pursuant to Section 2.1 to the extent that the managing underwriters for such offering advise and the Company in writing that in their opinion the inclusion of some or all Board of such Executive Registrable Securities could underwritten offering shall determine in good faith that the participation of such employee stockholder, in whole or in part, would adversely affect the marketability, proposed offering price, timing or method of distribution marketability of the offering, the Company shall be permitted to first exclude from such offering the number (which may be all) of such Executive Registrable Securities identified securities being sold by the managing underwriters as having any such adverse effect prior to the exclusion of any securities Initiating Holders in such underwritten offering.

Priority on Secondary Registrations. If a Piggyback Registration is an underwritten secondary registration on behalf of holders of the Company’s equity securities (other than Majority Holderspursuant to Section 1 hereof), 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, proposed offering price, timing or method of distribution of the offering, the Company will include in such registration (i) first, the securities requested to be included therein by the holders initially requesting such registration and the Registrable Securities requested to be included in such registration which, in the opinion of the underwriters, can be sold without any such adverse effect, (ii) second, the Sponsor Investor Registrable Securities requested to be included in such registrationregistration which, in the opinion of such underwriters, can be sold, without any such adverse effect, pro rata among the respective Participating Sponsor Investors on the basis of the number of Sponsor Investor Registrable Securities on the basis of the number of Registrable Securities owned by each such Participating Sponsor Investor, (iii) third, the Registrable Securities requested to be included in such registration by any other Holders which, in the opinion of such underwriters, can be sold, without any such adverse effect, pro rata among such Holders on the basis of the number of Registrable Securities owned by each such Holder which, in the opinion of the underwriters, can be sold without any such adverse effect, and (iiiiv) thirdfourth, other securities requested to be included in such registration which, in the opinion of the underwriters, can be sold without any such adverse effect. In additionNotwithstanding anything to the contrary herein, if any Holders of Executive Registrable Securities have requested to include such securities in a Piggyback Registration that is an underwritten secondary offering and the managing underwriters for such offering advise the Company in writing that in their opinion the inclusion of some or all of such Executive Registrable Securities could adversely affect the marketability, proposed offering price, timing or method of distribution of the offering, the Company shall be permitted to first exclude from such offering the number (which may be all) of such Executive Registrable Securities identified by the managing underwriters as having any such adverse effect prior to the exclusion of any securities in such offering.

Priority on Secondary Registrations. If a Piggyback Registration is consists only of an underwritten secondary registration on behalf of holders of securities of the Company’s equity securities (other than Majority Holders)Issuer, and the managing underwriters advise underwriter(s) for such offering advises the Company Issuer in writing that in its/their opinion the number of securities Registrable Securities requested to be included in such registration exceeds the number which can be sold in such offering without materially adversely affecting the marketability, proposed offering price, timing or method of distribution of the offeringsuch securities, the Company Issuer will include in such registration (iA) first, the securities requested to be included therein by the holders initially requesting such registration registration, and the Registrable Securities requested to be included in such registration which, in the opinion of the underwriters, can be sold without any such adverse effect, (iiB) second, the Registrable Securities requested to be included in such registration, pro rata among the Holders on the basis registration and securities of the number holder of Registrable Securities owned by each such Holder which, in the opinion of the underwriters, can be sold without any such adverse effect, and (iii) third, other securities requested to be included in such registration whichstatement, in pro rata among all such holders on the opinion basis of the underwritersnumber of shares requested to be included by each such holder, can be sold without any such adverse effectprovided, however, the Issuer will use its best efforts to include not less than 20% of the Registrable Securities. In additionNotwithstanding the foregoing, if any Holders such underwriter shall determine in good faith and advise the Issuer in writing that the distribution of Executive the Registrable Securities have requested to include be included in the registration concurrently with the securities being registered by the Issuer would materially adversely affect the distribution of such securities in a Piggyback Registration that is an underwritten secondary by the Issuer, then the holders of such Registrable Securities shall delay their offering and sale for such period ending on the managing underwriters earliest of (1) 90 days following the effective date of the Issuer's registration statement, (2) the day upon which the underwriting syndicate, if any, for such offering advise shall have been disbanded or, (3) such date as the Company in writing that in their opinion Issuer, managing underwriter and holders of Registrable Securities shall otherwise agree. In the inclusion of some or all event of such Executive delay, the Issuer shall file such supplements, post-effective amendments and take any such other steps as may be necessary to permit such holders to make their proposed offering and sale for a period of 120 days immediately following the end of any such period of delay. If any party disapproves the terms of any such underwriting, it may elect to withdraw therefrom by written notice to the Issuer, the underwriter, and the holder. Notwithstanding the foregoing, the Issuer shall not be required to file a registration statement to include shares pursuant to this Section 8 if independent counsel, reasonably satisfactory to the Issuer, renders an opinion to the Issuer that the Registrable Securities could adversely affect the marketability, proposed offering price, timing or method to be disposed of distribution of the offering, the Company shall be permitted to first exclude from such offering the number (which may be all) of such Executive Registrable Securities identified by the managing underwriters as having any such adverse effect prior transferred pursuant to the exclusion provisions of any securities in such offeringRule 144 under the Securities Act or otherwise without registration under the Securities Act.

Priority on Secondary Registrations. If a Piggyback Registration is consists only of an underwritten secondary registration on behalf of holders of securities of the Company’s equity securities (other than Majority Holders)Issuer, and the managing underwriters advise underwriter(s) for such offering advises the Company Issuer in writing that in its/their opinion the number of securities Warrant Shares requested to be included in such registration exceeds the number which can be sold in such offering without materially adversely affecting the marketability, proposed offering price, timing or method of distribution of the offeringsuch securities, the Company Issuer will include in such registration (iA) first, the securities requested to be included therein by the holders initially requesting such registration registration, and (B) second, the Registrable Securities Warrant Shares requested to be included in such registration which, in the opinion and securities of the underwriters, can be sold without any such adverse effect, (ii) second, the Registrable Securities requested to be included in such registration, pro rata among the Holders on the basis holder of the number of Registrable Securities owned by each such Holder which, in the opinion of the underwriters, can be sold without any such adverse effect, and (iii) third, other securities requested to be included in such registration whichstatement, in pro rata among all such holders on the opinion basis of the underwritersnumber of shares requested to be included by each such holder, can be sold without any such adverse effectprovided, however, the Issuer will use its best efforts to include not less than 20% of the Warrant Shares. In additionNotwithstanding the foregoing, if any Holders such underwriter shall determine in good faith and advise the Issuer in writing that the distribution of Executive Registrable Securities have the Warrant Shares requested to include be included in the registration concurrently with the securities being registered by the Issuer would materially adversely affect the distribution of such securities in a Piggyback Registration that is an underwritten secondary by the Issuer, then the holders of such Warrant Shares shall delay their offering and sale for such period ending on the managing underwriters earliest of (1) 90 days following the effective date of the Issuer's registration statement, (2) the day upon which the underwriting syndicate, if any, for such offering advise shall have been disbanded or, (3) such date as the Company in writing that in their opinion Issuer, managing underwriter and holders of Warrant Shares shall otherwise agree. In the inclusion of some or all event of such Executive Registrable Securities could adversely affect delay, the marketabilityIssuer shall file such supplements, post-effective amendments and take any such other steps as may be necessary to permit such holders to make their proposed offering price, timing or method and sale for a period of distribution 120 days immediately following the end of the offering, the Company shall be permitted to first exclude from such offering the number (which may be all) of such Executive Registrable Securities identified by the managing underwriters as having any such adverse effect period of delay. If any party disapproves the terms of any such underwriting, it may elect to withdraw therefrom at any time prior to the exclusion effective date of such underwriting by written notice to the Issuer, the underwriter, and the holder. Notwithstanding the foregoing, the Issuer shall not be required to file a registration statement to include shares pursuant to this Section 8 if independent counsel, reasonably satisfactory to the Issuer and the Holder, renders an opinion to the Issuer and the Holder that all of the Warrant Shares proposed to be disposed of may be transferred pursuant to the provisions of Rule 144 under the Securities Act or otherwise without registration under the Securities Act. The Issuer hereby undertakes and covenants to take all steps reasonably necessary to facilitate the resale of Warrant Shares pursuant to Rule 144. Neither the failure of the Holder to exercise its Piggyback Registration Rights hereunder on any securities one or more occasions nor the Holder=s election to withdraw from an underwriting shall be deemed to waive or modify the Holder=s Piggyback Registration Rights hereunder in such offeringthe future.

Priority on Secondary Registrations. If a Piggyback Registration is an underwritten secondary registration on behalf of holders of the Company’s equity securities (other than Majority Holderspursuant to Section 1 hereof), 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, proposed offering price, timing or method of distribution of the offering, the Company will include in such registration (i) first, the securities requested to be included therein by the holders initially requesting such registration and the Registrable Securities requested to be included in such registration which, in the opinion of the underwriters, can be sold without any such adverse effect, (ii) second, the Sponsor Investor Registrable Securities requested to be included in such registration, pro rata among the Participating Sponsor Investors holding such Sponsor Investor Registrable Securities on the basis of the number of Sponsor Investor Registrable Securities owned by each such Participating Sponsor Investor which, in the opinion of the underwriters, can be sold without any such adverse effect, (iii) third, any other Registrable Securities requested to be included in such registration by any other Holder, pro rata among such Holders on the basis of the number of Registrable Securities owned by each such Holder which, in the opinion of the underwriters, can be sold without any such adverse effect, and (iiiiv) thirdfourth, other securities requested to be included in such registration which, in the opinion of the underwriters, can be sold without any such adverse effect. In addition, if any Holders of Executive Registrable Securities have requested to include such securities in a Piggyback Registration that is an underwritten secondary offering and the managing underwriters for such offering advise the Company in writing that in their opinion the inclusion of some or all of such Executive Registrable Securities could adversely affect the marketability, proposed offering price, timing or method of distribution of the offering, the Company shall be permitted to first exclude from such offering the number (which may be all) of such Executive Registrable Securities identified by the managing underwriters as having any such adverse effect prior to the exclusion of any securities in such offering.

Priority on Secondary Registrations. If a Piggyback Registration is an underwritten secondary registration on behalf of holders of the Company’s equity securities (other than Majority Holderspursuant to Section 1 hereof), 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, proposed offering price, timing or method of distribution of the offering, the Company will include in such registration (i) first, the securities requested to be included therein by the holders initially requesting such registration and the Registrable Securities requested to be included in such registration which, in the opinion of the underwriters, can be sold without any such adverse effect, (ii) second, the Sponsor Investor Registrable Securities and the Other Registrable Securities requested to be included in such registration, pro rata among the Participating Sponsor Investors and Other Investors holding such Sponsor Investor Registrable Securities and Other Registrable Securities on the basis of the number of Sponsor Investor Registrable Securities and Other Registrable Securities owned by each such Participating Sponsor Investor and Other Investor, as applicable, which, in the opinion of the underwriters, can be sold without any such adverse effect, (iii) third, any other Registrable Securities requested to be included in such registration by any other Holder, pro rata among such Holders on the basis of the number of Registrable Securities owned by each such Holder which, in the opinion of the underwriters, can be sold without any such adverse effect, and (iiiiv) thirdfourth, other securities requested to be included in such registration which, in the opinion of the underwriters, can be sold without any such adverse effect. In additionNotwithstanding anything to the contrary herein, if any Holders of Executive Registrable Securities have requested to include such securities in a Piggyback Registration that is an underwritten secondary offering and the managing underwriters for such offering advise the Company in writing that in their opinion the inclusion of some or all of such Executive Registrable Securities could adversely affect the marketability, proposed offering price, timing or method of distribution of the offering, the Company shall be permitted to first exclude from such offering the number (which may be all) of such Executive Registrable Securities identified by the managing underwriters as having any such adverse effect prior to the exclusion of any securities in such offering.

Priority on Secondary Registrations. If a Piggyback Registration is an underwritten secondary registration on behalf of holders of the Company’s equity Corporation's securities (other than Majority Holders)pursuant to the exercise of such holders' demand registration rights or otherwise, and the managing underwriters advise the Company Corporation in writing that in their opinion the number of securities requested to be included in such registration exceeds the number of securities which can be sold in such offering without adversely affecting the marketability, proposed offering or the offering price, timing or method of distribution of the offering, the Company Corporation will include in such registration (i) first, the number of securities requested proposed to be included therein by on behalf of the holders initially requesting of the Corporation's securities exercising demand registration rights, allocated among the holders of such registration and the Registrable Securities requested to be included securities in such registration which, in proportions as the opinion of the underwriters, can be sold without any Corporation and such adverse effectholders may agree, (ii) second, up to the Registrable Securities requested to be included in such registration, pro rata among the Holders on the basis of the full number of Registrable Securities owned by each such Holder whichsecurities the Corporation proposes to sell, (iii) third, to the extent that additional securities can, in the opinion of the such underwriters, can be sold included in such registration without any such adverse effectadversely affecting the offering or the offering price, and (iii) third, other up to the full number of securities requested to be included in such registration whichby the holders of Registrable Securities and other holders of securities entitled to include securities in such Piggyback Registration, allocated pro rata among such holders on the basis of the number of securities requested to be included therein by each such holder and (iv) fourth, any additional securities that may be included in such registration, in the opinion of the such underwriters, can be sold without any such adverse effect. In addition, if any Holders of Executive Registrable Securities have requested to include such securities in a Piggyback Registration that is an underwritten secondary adversely affecting the offering and or the managing underwriters for such offering advise the Company in writing that in their opinion the inclusion of some or all of such Executive Registrable Securities could adversely affect the marketability, proposed offering price, timing or method of distribution of the offering, the Company shall be permitted to first exclude from such offering the number (which as may be all) of such Executive Registrable Securities identified agreed upon by the managing underwriters as having Corporation and any such adverse effect prior to the exclusion of any securities in such offeringother securityholders.

Priority on Secondary Registrations. If a Piggyback Registration is an underwritten secondary registration on behalf of holders of the Company’s equity securities (other than Majority Holderspursuant to Section 1 hereof), 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, proposed offering price, timing or method of distribution of the offering, the Company will include in such registration (i) first, the securities requested to be included therein by the holders initially requesting such registration and the Registrable Securities requested to be included in such registration which, in the opinion of the underwriters, can be sold without any such adverse effect, ; (ii) second, the Registrable Securities requested to be included in such registrationregistration by any other Holder which, in the opinion of such underwriters, can be sold without any such adverse effect, pro rata among the such Holders on the basis of the number of Registrable Securities owned by each such Holder which, in the opinion of the underwriters, can be sold without any such adverse effect, Holder; and (iiiiv) third, other securities requested to be included in such registration which, in the opinion of the underwriters, can be sold without any such adverse effect. In additionNotwithstanding anything to the contrary herein, if any Holders of Executive Registrable Securities have requested to include such securities in a Piggyback Registration that is an underwritten secondary offering and the managing underwriters for such offering advise the Company in writing that in their opinion the inclusion of some or all of such Executive Registrable Securities could adversely affect the marketability, proposed offering price, timing or method of distribution of the offering, the Company shall be permitted to first exclude from such offering the number (which may be all) of such Executive Registrable Securities identified by the managing underwriters as having any such adverse effect prior to the exclusion of any securities in such offering.

Priority on Secondary Registrations. If a Piggyback Registration is consists only of an underwritten secondary registration on behalf of holders of securities of the Company’s equity securities (other than Majority Holders), and the managing underwriters advise underwriter(s) for such offering advises the Company in writing that in its/their opinion the number of securities Securities requested to be included in such registration exceeds the number which can be sold in such offering without materially adversely affecting the marketability, proposed offering price, timing or method of distribution of the offeringsuch securities, the Company will include in such registration (iA) first, the securities requested to be included therein by the holders initially requesting such registration registration, and (B) second, the Registrable Securities requested to be included in such registration which, in the opinion and securities of the underwriters, can be sold without any such adverse effect, (ii) second, the Registrable Securities requested to be included in such registration, pro rata among the Holders on the basis holder of the number of Registrable Securities owned by each such Holder which, in the opinion of the underwriters, can be sold without any such adverse effect, and (iii) third, other securities requested to be included in such registration whichstatement, in pro rata among all such holders on the opinion basis of the underwritersnumber of shares requested to be included by each such holder, can be sold without any such adverse effectprovided, however, the Company will use its best efforts to include not less than 20% of the Securities. In additionNotwithstanding the foregoing, if any Holders of Executive Registrable Securities have requested to include such securities underwriter shall determine in a Piggyback Registration that is an underwritten secondary offering good faith and the managing underwriters for such offering advise the Company in writing that the distribution of the Securities requested to be included in their opinion the inclusion of some or all of such Executive Registrable Securities could registration concurrently with the securities being registered by the Company would materially adversely affect the marketability, proposed offering price, timing or method of distribution of such securities by the offeringCompany, then the holders of such 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 any, for such offering shall have been disbanded or, (3) such date as the Company, managing underwriter and holders of Securities shall otherwise agree. In the event of such delay, the Company shall be permitted to first exclude from file such offering the number (which supplements, post-effective amendments and take any such other steps as may be all) necessary to permit such holders to make their proposed offering and sale for a period of such Executive Registrable Securities identified by 120 days immediately following the managing underwriters as having end of any such adverse effect period of delay. If any party disapproves the terms of any such underwriting, it may elect to withdraw therefrom at any time prior to the exclusion effective date of such underwriting by written notice to the Company, the underwriter, and the holder. Notwithstanding the foregoing, the Company shall not be required to file a registration statement to include shares pursuant to this Section 1 if independent counsel, reasonably satisfactory to the Company and the Holder, renders an opinion to the Company and the Holder that all of the Securities proposed to be disposed of may be transferred pursuant to the provisions of Rule 144 under the Securities Act or otherwise without registration under the Securities Act. The Company hereby undertakes and covenants to take all steps reasonably necessary to facilitate the resale of Securities pursuant to Rule 144. Neither the failure of the Holder to exercise its Piggyback Registration Rights hereunder on any securities one or more occasions nor the Holder’s election to withdraw from an underwriting shall be deemed to waive or modify the Holder’s Piggyback Registration Rights hereunder in such offeringthe future.

Priority on Secondary Registrations. If a Piggyback Registration is an underwritten secondary registration on behalf of holders of the Company’s equity securities (other than Majority Holders)holders of 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 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 shall include in such registration (i) first, the securities requested to be included therein by the holders initially requesting such registration, (ii) second, the registrable securities as defined in the RideNow Agreement requested to be included in such registration and by the RideNow Holders, which, in the opinion of such underwriters, can be sold, without any such adverse effect (pro rata among the RideNow Holders of such registrable securities on the basis of the number of registrable securities owned by each such RideNow Holder), (iii) third, the Registrable Securities requested to be included in such registration by the Holders which, in the opinion of the such underwriters, can be sold sold, without any such adverse effect, effect (ii) second, the Registrable Securities requested to be included in such registration, pro rata among the Holders holders of such Registrable Securities on the basis of the number of Registrable Securities owned by each such Holder which, in the opinion of the underwriters, can be sold without any such adverse effectholder), and (iiiiv) thirdfourth, other securities requested to be included in such registration which, in the opinion of the such underwriters, can be sold sold, without any such adverse effect. In addition, if any Holders of Executive Registrable Securities have requested to include such securities in a Piggyback Registration that is an underwritten secondary offering and the managing underwriters for such offering advise the Company in writing that in their opinion the inclusion of some or all of such Executive Registrable Securities could adversely affect the marketability, proposed offering price, timing or method of distribution of the offering, the Company shall be permitted to first exclude from such offering the number (which may be all) of such Executive Registrable Securities identified by the managing underwriters as having any such adverse effect prior to the exclusion of any securities in such offering.

Priority on Secondary Registrations. If a Piggyback Registration is an underwritten secondary registration on behalf of holders of the Company’s equity securities (other than Majority Holderspursuant to Section 1 hereof), 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, proposed offering price, timing or method of distribution of the offering, the Company will include in such registration (i) first, the securities requested to be included therein by the holders initially requesting such registration and the Registrable Securities requested to be included in such registration which, in the opinion of the underwriters, can be sold without any such adverse effect, (ii) second, the Registrable Securities requested to be included in such registrationregistration by any other Holder which, in the opinion of such underwriters, can be sold, without any such adverse effect, pro rata among the such Holders on the basis of the number of Registrable Securities owned by each such Holder which, in the opinion of the underwriters, can be sold without any such adverse effect, and (iii) third, other securities requested to be included in such registration which, in the opinion of the underwriters, can be sold without any such adverse effect. In additionNotwithstanding anything to the contrary herein, if any Holders of Sharma Investor Registrable Securities or Executive Registrable Securities have requested to include such securities in a Piggyback Registration that is an underwritten secondary offering and the managing underwriters for such offering advise the Company in writing that in their opinion the inclusion of some or all of such Sharma Investor Registrable Securities or Executive Registrable Securities could adversely affect the marketability, proposed offering price, timing or and/or method of distribution of the offering, then the Company shall be permitted to first exclude from such offering the number (which may be all) of such Sharma Investor Registrable Securities or Executive Registrable Securities identified by the managing underwriters as having any such adverse effect prior to the exclusion of any securities in such offering.

Priority on Secondary Registrations. If a Piggyback Registration is an underwritten secondary registration on behalf of holders of the Company’s equity securities (other than Majority Holderspursuant to Section 1 hereof), 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, proposed offering price, timing or method of distribution of the offering, the Company will include in such registration (i) first, the securities requested to be included therein by the holders initially requesting such registration and the Registrable Securities requested to be included in such registration which, in the opinion of the underwriters, can be sold without any such adverse effect, (ii) second, the Sponsor Investor Registrable Securities and Solon Group Registrable Securities requested to be included in such registrationregistration which, in the opinion of such underwriters, can be sold, without any such adverse effect, pro rata among the respective Participating Sponsor Investors and Participating Solon Group Investors on the basis of the number of Registrable Securities requested to be included in such registration by each such Participating Sponsor Investor and Participating Solon Group Investor, (iii) third, the Registrable Securities requested to be included in such registration by any other Holders (subject to any applicable restrictions set forth in Section 10) which, in the opinion of such underwriters, can be sold, without any such adverse effect, pro rata among such Holders on the basis of the number of Registrable Securities owned by each such Holder which, in the opinion of the underwriters, can be sold without any such adverse effect, and (iiiiv) thirdfourth, other securities requested to be included in such registration which, in the opinion of the underwriters, can be sold without any such adverse effect. In additionNotwithstanding anything to the contrary herein, if any Holders of Executive Registrable Securities have requested to include such securities in a Piggyback Registration that is an underwritten secondary offering and the managing underwriters for such offering advise the Company in writing that in their opinion the inclusion of some or all of such Executive Registrable Securities could adversely affect the marketability, proposed offering price, timing or method of distribution of the offering, the Company shall be permitted to first exclude from such offering the number (which may be all) of such Executive Registrable Securities identified by the managing underwriters as having any such adverse effect prior to the exclusion of any securities in such offering.

Priority on Secondary Registrations. If a Piggyback Registration is an underwritten secondary registration on behalf of holders of the Company’s equity securities (other than Majority Holderspursuant to Section 1 hereof), 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, proposed offering price, timing or method of distribution of the offering, the Company will include in such registration (i) first, the securities requested to be included therein by the holders initially requesting such registration and the Registrable Securities requested to be included in such registration which, in the opinion of the underwriters, can be sold without any such adverse effect, (ii) second, the Sponsor Investor Registrable Securities requested to be included in such registrationregistration which, in the opinion of such underwriters, can be sold, without any such adverse effect, pro rata among the respective Participating Sponsor Investors on the basis of the number of Sponsor Investor Registrable Securities owned by each such Participating Sponsor Investor, (iii) third, the Corio Group Registrable Securities requested to be included in such registration which, in the opinion of such underwriters, can be sold, without any such adverse effect, pro rata among the respective Participating Corio Group Investors on the basis of the number of Corio Group Registrable Securities owned by each such Participating Corio Group Investor, (iv) fourth, the Registrable Securities requested to be included in such registration by any other Holders (subject to any applicable restrictions set forth in Section 10) which, in the opinion of such underwriters, can be sold, without any such adverse effect, pro rata among such Holders on the basis of the number of Registrable Securities owned by each such Holder which, in the opinion of the underwriters, can be sold without any such adverse effect, and (iiiv) thirdfifth, other securities requested to be included in such registration which, in the opinion of the underwriters, can be sold without any such adverse effect. In additionNotwithstanding anything to the contrary herein, if any Holders of Executive Registrable Securities have requested to include such securities in a Piggyback Registration that is an underwritten secondary offering and the managing underwriters for such offering advise the Company in writing that in their opinion the inclusion of some or all of such Executive Registrable Securities could adversely affect the marketability, proposed offering price, timing or method of distribution of the offering, the Company shall be permitted to first exclude from such offering the number (which may be all) of such Executive Registrable Securities identified by the managing underwriters as having any such adverse effect prior to the exclusion of any securities in such offering.

Priority on Secondary Registrations. If a Piggyback Registration is an underwritten secondary registration on behalf of holders of the Company’s equity securities (other than Majority Holderspursuant to Section 1 hereof), 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, proposed offering price, timing or method of distribution of the offering, the Company will include in such registration (i) first, the securities requested to be included therein by the holders initially requesting such registration and the Registrable Securities requested to be included in such registration which, in the opinion of the underwriters, can be sold without any such adverse effect, (ii) second, the Registrable Securities requested to be included in such registrationregistration by any other Holder which, in the opinion of such underwriters, can be sold, without any such adverse effect, pro rata among the such Holders on the basis of the number of Registrable Securities owned by each such Holder which, in the opinion of the underwriters, can be sold without any such adverse effect, and (iii) third, other securities requested to be included in such registration which, in the opinion of the underwriters, can be sold without any such adverse effect. In additionNotwithstanding anything to the contrary herein, if any Holders of Executive Registrable Securities have requested to include such securities in a Piggyback Registration that is an underwritten secondary offering and the managing underwriters for such offering advise the Company in writing that in their opinion the inclusion of some or all of such Executive Registrable Securities could adversely affect the marketability, proposed offering price, timing or method of distribution of the offering, the Company shall be permitted to first exclude from such offering the number (which may be all) of such Executive Registrable Securities identified by the managing underwriters as having any such adverse effect prior to the exclusion of any securities in such offering.

Priority on Secondary Registrations. The Company will not include in any Piggyback Registration any securities which are not Registrable Securities without the prior written consent of the holders of a majority of the Founder Investor Registrable Securities. If a Piggyback Registration is an underwritten secondary registration on behalf of holders of the Company’s equity securities (other than Majority Holderspursuant to Section 1 hereof), 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, proposed offering price, timing or method of distribution of the offering, the Company will include in such registration (i) first, the securities requested to be included therein by the holders initially requesting such registration and the Registrable Securities requested to be included in such registration which, in the opinion of the underwriters, can be sold without any such adverse effect, (ii) second, the Founder Investor Registrable Securities requested to be included in such registrationregistration which, in the opinion of the underwriters, can be sold, without any such adverse effect, pro rata among the Participating Founder Investors on the basis of the number of Registrable Securities owned by each such Participating Founder Investor, (iii) third, any other Registrable Securities requested to be included in such registration by any other Holder which, in the opinion of the underwriters, can be sold, without any such adverse effect, pro rata among such Holders on the basis of the number of Registrable Securities owned by each such Holder which, in the opinion of the underwriters, can be sold without any such adverse effect, and (iiiiv) thirdfourth, other securities requested to be included in such registration which, in the opinion of the underwriters, can be sold without any such adverse effect. In addition, if any Holders of Executive Registrable Securities have requested to include such securities in a Piggyback Registration that is an underwritten secondary offering and the managing underwriters for such offering advise the Company in writing that in their opinion the inclusion of some or all of such Executive Registrable Securities could adversely affect the marketability, proposed offering price, timing or method of distribution of the offering, the Company shall be permitted to first exclude from such offering the number (which may be all) of such Executive Registrable Securities identified by the managing underwriters as having any such adverse effect prior to the exclusion of any securities in such offering.

Priority on Secondary Registrations. If a Piggyback Registration is an underwritten secondary registration on behalf of holders of the Company’s equity securities (other than Majority Holderspursuant to Section 1 hereof), 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 materially and adversely affecting the marketability, proposed offering price, timing or method of distribution of the offering, the Company will include in such registration (i) first, the securities requested to be included therein by the holders initially requesting such registration and the Registrable Securities requested to be included in such registration which, in the opinion of the underwriters, can be sold without any such adverse effect, ; (ii) second, the Principal Investor Registrable Securities requested to be included in such registration which, in the opinion of such underwriters, can be sold, without any such adverse effect, pro rata among the respective Participating Principal Investors on the basis of the number of Principal Investor Registrable Securities requested to be included by such Participating Principal Investor; (iii) third, the Registrable Securities requested to be included in such registrationregistration by any other Holders which, in the opinion of such underwriters, can be sold, without any such adverse effect, pro rata among the such Holders on the basis of the number of Registrable Securities owned requested to be included by each such Holder which, in the opinion of the underwriters, can be sold without any such adverse effect, Holder; and (iiiiv) thirdfourth, other securities requested to be included in such registration which, in the opinion of the underwriters, can be sold without any such adverse effect. In addition, if any Holders of Executive Registrable Securities have requested to include such securities in a Piggyback Registration that is an underwritten secondary offering and the managing underwriters for such offering advise the Company in writing that in their opinion the inclusion of some or all of such Executive Registrable Securities could adversely affect the marketability, proposed offering price, timing or method of distribution of the offering, the Company shall be permitted to first exclude from such offering the number (which may be all) of such Executive Registrable Securities identified by the managing underwriters as having any such adverse effect prior to the exclusion of any securities in such offering.

Priority on Secondary Registrations. If a Piggyback Registration is an underwritten secondary registration on behalf of holders of the Company’s equity securities (other it being understood that Demand Registrations and Shelf Registrations (including any related takedown offerings) by or on behalf of holders of Registrable Securities are addressed in Section 2 rather than Majority Holdersin this Section 3(d)), 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, proposed offering price, timing or method of distribution of the offering, the Company will shall include in such registration (i) first, the securities requested to be included therein by the holders initially requesting such registration and the number of Sponsor Registrable Securities and Executive Registrable Securities requested to be included in such registration which, in the opinion of the such underwriters, can be sold sold, without any such adverse effect, pro rata among the respective holders thereof on the basis of the amount of securities owned by each such holder relative to the total number of securities held by all such holders initially requesting such registration and holders of Sponsor Registrable Securities and Executive Registrable Securities requesting to include Registrable Securities in such registration as of the date the Company provided written notice of the Piggyback Registration to the holders of Registrable Securities, (ii) second, the number of Other Investor Registrable Securities requested to be included which, in the opinion of such registrationunderwriters, can be sold, without any such adverse effect, pro rata among the Holders respective holders thereof on the basis of the number amount of Registrable Securities owned by each such Holder which, holder relative to the total number of Registrable Securities held by all such holders of Other Investor Registrable Securities requesting to include Registrable Securities in the opinion such registration as of the underwriters, can be sold without any such adverse effectdate the Company provided written notice of the Piggyback Registration to the holders of Registrable Securities, and (iii) third, other securities requested to be included in such registration which, in the opinion of the underwriters, can be sold without any such adverse effect. In addition, if any Holders of Executive Registrable Securities have requested to include such securities in a Piggyback Registration that is an underwritten secondary offering and the managing underwriters for such offering advise the Company in writing that in their opinion the inclusion of some or all of such Executive Registrable Securities could adversely affect the marketability, proposed offering price, timing or method of distribution of the offering, the Company shall be permitted to first exclude from such offering the number (which may be all) of such Executive Registrable Securities identified by the managing underwriters as having any such adverse effect prior to the exclusion of any securities in such offering.

Priority on Secondary Registrations. If a Piggyback Registration is an underwritten secondary registration on behalf of holders of the Company’s equity securities (other than Majority Holders), 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, proposed offering price, timing or method of distribution of the offering, the Company will include in such registration (i) first, the securities requested to be included therein by the holders initially requesting such registration and the Registrable Securities requested to be included in such registration which, in the opinion of the underwriters, can be sold without any such adverse effect, (ii) second, the Registrable Securities requested to be included in such registration, pro rata among the Holders on the basis of the number of Registrable Securities owned by each such Holder which, in the opinion of the underwriters, can be sold without any such adverse effect, and (iii) third, other securities requested to be included in such registration which, in the opinion of the underwriters, can be sold without any such adverse effect. In addition, if any Holders of Executive Registrable Securities have requested to include such securities in a Piggyback Registration that is an underwritten secondary offering and the managing underwriters for such offering advise the Company in writing that in their opinion the inclusion of some or all of such Executive Registrable Securities could adversely affect the marketability, proposed offering price, timing or method of distribution of the offering, the Company shall be permitted to first exclude from such offering the number (which may be all) of such Executive Registrable Securities identified by the managing underwriters as having any such adverse effect prior to the exclusion of any securities in such offering.

Priority on Secondary Registrations. If Subject to Section 1(c), if a Piggyback Registration is an underwritten secondary registration on behalf of holders of the Company’s equity securities (other than Majority Holders)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 offering without adversely affecting within a price range acceptable to the marketability, proposed offering price, timing or method holders of distribution a majority of the offeringRegistrable 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 initially requesting such registration and the Investor Registrable Securities requested to be included in such registration which, in the opinion of the underwriters, can be sold without any such adverse effect, (ii) second, the and Other Registrable Securities requested to be included in such registration, pro rata among the Holders holders of such securities and such Investor Registrable Securities and Other Registrable Securities on the basis of the number of Registrable Securities owned shares requested to be included therein by each such Holder which, in the opinion of the underwriters, can be sold without any such adverse effectholder, and (iiiii) thirdsecond, Executive Registrable Securities and other securities with respect to which the Company has granted registration rights in accordance with Section 1(g) hereof requested to be included in such registration whichregistration, in pro rata among the opinion respective holders thereof on the basis of the underwritersamount of such securities requested to be included therein by each such holder; provided, can that the Executive Registrable Securities to be sold without included pursuant to clause (ii) shall not be entitled to participate in any such adverse effect. In additionregistration to the extent that the managing underwriter shall determine in good faith that the participation of management would materially and adversely affect the marketability or offering price of the securities being sold in such registration, if any Holders it being understood that the Company shall include in such registration that number of shares of Executive Registrable Securities have requested to include such securities covered in a Piggyback Registration that is an underwritten secondary offering and the managing underwriters for clause (ii) which can be sold in such offering advise without materially and adversely affecting the Company in writing that in their opinion the inclusion of some marketability or all of such Executive Registrable Securities could adversely affect the marketability, proposed offering price, timing or method of distribution price of the offering, the Company shall other securities to be permitted to first exclude from such offering the number (which may be all) of such Executive Registrable Securities identified by the managing underwriters as having any such adverse effect prior to the exclusion of any securities sold in such offeringregistration.

Priority on Secondary Registrations. If a Piggyback Registration is consists only of an underwritten secondary registration on behalf of holders of securities of the Company’s equity securities (other than Majority Holders), and the managing underwriters advise underwriter(s) for such offering advises the Company in writing that in its/their opinion the number of securities Securities requested to be included in such registration exceeds the number which can be sold in such offering without materially adversely affecting the marketability, proposed offering price, timing or method of distribution of the offeringsuch securities, the Company will include in such registration (iA) first, the securities requested to be included therein by the holders initially requesting such registration registration, and (B) second, the Registrable Securities requested to be included in such registration which, in the opinion and securities of the underwriters, can be sold without any such adverse effect, (ii) second, the Registrable Securities requested to be included in such registration, pro rata among the Holders on the basis holder of the number of Registrable Securities owned by each such Holder which, in the opinion of the underwriters, can be sold without any such adverse effect, and (iii) third, other securities requested to be included in such registration whichstatement, in pro rata among all such holders on the opinion basis of the underwritersnumber of shares requested to be included by each such holder, can be sold without any such adverse effectprovided, however, the Company will use its best efforts to include not less than 20% of the Securities. In additionNotwithstanding the foregoing, if any Holders of Executive Registrable Securities have requested to include such securities underwriter shall determine in a Piggyback Registration that is an underwritten secondary offering good faith and the managing underwriters for such offering advise the Company in writing that the distribution of the Securities requested to be included in their opinion the inclusion of some or all of such Executive Registrable Securities could registration concurrently with the securities being registered by the Company would materially adversely affect the marketability, proposed offering price, timing or method of distribution of such securities by the offeringCompany, then the holders of such 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 any, for such offering shall have been disbanded or, (3) such date as the Company, managing underwriter and holders of Securities shall otherwise agree. In the event of such delay, the Company shall be permitted to first exclude from file such offering the number (which supplements, post- effective amendments and take any such other steps as may be all) necessary to permit such holders to make their proposed offering and sale for a period of such Executive Registrable Securities identified by 120 days immediately following the managing underwriters as having end of any such adverse effect period of delay. If any party disapproves the terms of any such underwriting, it may elect to withdraw therefrom at any time prior to the exclusion effective date of such underwriting by written notice to the Company, the underwriter, and the holder. Notwithstanding the foregoing, the Company shall not be required to file a registration statement to include shares pursuant to this Section 1 if independent counsel, reasonably satisfactory to the Company and the Holder, renders an opinion to the Company and the Holder that all of the Securities proposed to be disposed of may be transferred pursuant to the provisions of Rule 144 under the Securities Act or otherwise without registration under the Securities Act. The Company hereby undertakes and covenants to take all steps reasonably necessary to facilitate the resale of Securities pursuant to Rule 144. Neither the failure of the Holder to exercise its Piggyback Registration Rights hereunder on any securities one or more occasions nor the Holder's election to withdraw from an underwriting shall be deemed to waive or modify the Holder's Piggyback Registration Rights hereunder in such offeringthe future.

Priority on Secondary Registrations. If a Piggyback Registration is an underwritten secondary registration on behalf of holders of the Company’s equity securities (other than Majority Holderspursuant to Section 1 hereof), 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, proposed offering price, timing or method of distribution of the offering, the Company will include in such registration (i) first, the securities requested to be included therein by the holders initially requesting such registration and the Registrable Securities requested to be included in such registration which, in the opinion of the underwriters, can be sold without any such adverse effect, (ii) second, the Sponsor Investor Registrable Securities and Preferred Holder Registrable Securities requested to be included in such registrationregistration which, in the opinion of the underwriters, can be sold without any such adverse effect, pro rata among the respective Participating Holders on the basis of the number of Registrable Securities owned by each such Participating Holder, (iii) third, any other Registrable Securities requested to be included in such registration by any other Holder which, in the opinion of the underwriters, can be sold without any such adverse effect, pro rata among such Holders on the basis of the number of Registrable Securities owned by each such Holder, and (iiiiv) thirdfourth, other securities requested to be included in such registration which, in the opinion of the underwriters, can be sold without any such adverse effect. In addition, if any Holders of Executive Registrable Securities have requested to include such securities in a Piggyback Registration that is an underwritten secondary offering and the managing underwriters for such offering advise the Company in writing that in their opinion the inclusion of some or all of such Executive Registrable Securities could adversely affect the marketability, proposed offering price, timing or method of distribution of the offering, the Company shall be permitted to first exclude from such offering the number (which may be all) of such Executive Registrable Securities identified by the managing underwriters as having any such adverse effect prior to the exclusion of any securities in such offering.

Priority on Secondary Registrations. If a Piggyback Registration is consists only of an underwritten secondary registration on behalf of holders of securities of the Company’s equity securities (other than Majority Holders)Issuer, and the managing underwriters advise underwriter(s) for such offering advises the Company Issuer in writing that in its/their opinion the number of securities Warrant Shares requested to be included in such registration exceeds the number which can be sold in such offering without materially adversely affecting the marketability, proposed offering price, timing or method of distribution of the offeringsuch securities, the Company Issuer will include in such registration (iA) first, the securities requested to be included therein by the holders initially requesting such registration registration, and (B) second, the Registrable Securities Warrant Shares requested to be included in such registration which, in the opinion and securities of the underwriters, can be sold without any such adverse effect, (ii) second, the Registrable Securities requested to be included in such registration, pro rata among the Holders on the basis holder of the number of Registrable Securities owned by each such Holder which, in the opinion of the underwriters, can be sold without any such adverse effect, and (iii) third, other securities requested to be included in such registration whichstatement, in pro rata among all such holders on the opinion basis of the underwritersnumber of shares requested to be included by each such holder, can be sold without any such adverse effectprovided, however, the Issuer will use its best efforts to include not less than 20% of the Warrant Shares. In additionNotwithstanding the foregoing, if any Holders such underwriter shall determine in good faith and advise the Issuer in writing that the distribution of Executive Registrable Securities have the Warrant Shares requested to include be included in the registration concurrently with the securities being registered by the Issuer would materially adversely affect the distribution of such securities in a Piggyback Registration that is an underwritten secondary by the Issuer, then the holders of such Warrant Shares shall delay their offering and sale for such period ending on the managing underwriters earliest of (1) 90 days following the effective date of the Issuer's registration statement, (2) the day upon which the underwriting syndicate, if any, for such offering advise shall have been disbanded or, (3) such date as the Company in writing that in their opinion Issuer, managing underwriter and holders of Warrant Shares shall otherwise agree. In the inclusion of some or all event of such Executive Registrable Securities could adversely affect delay, the marketabilityIssuer shall file such supplements, post- effective amendments and take any such other steps as may be necessary to permit such holders to make their proposed offering priceand sale for a period of 120 days immediately following the end of any such period of delay. If any party disapproves the terms of any such underwriting, timing or method of distribution of it may elect to withdraw therefrom by written notice to the offeringIssuer, the Company underwriter, and the holder. Notwithstanding the foregoing, the Issuer shall not be permitted required to first exclude from such offering file a registration statement to include shares pursuant to this Section 8 if independent counsel, reasonably satisfactory to the number (which Issuer, renders an opinion to the Issuer that the Warrant Shares proposed to be disposed of may be all) of such Executive Registrable Securities identified by the managing underwriters as having any such adverse effect prior transferred pursuant to the exclusion provisions of any securities in such offeringRule 144 under the Securities Act or otherwise without registration under the Securities Act.

Priority on Secondary Registrations. If a Piggyback Registration is an underwritten secondary registration offering on behalf of holders of the Company’s equity securities (for the avoidance of doubt, other than Majority HoldersHolders hereunder or the holders of the Business Combination Registrable Securities), and the managing underwriters advise underwriter informs the Company in writing that in their opinion the number of securities requested shares required to be included in such registration exceeds the number amount which can be sold in such offering without adversely affecting the marketability, proposed offering price, timing or method of distribution of the offeringshares being offered, the Company will include in such registration shall include, (i) first, the securities requested to be included therein by the holders initially requesting such registration (for the avoidance of doubt, other than Holders hereunder) and the Registrable Securities requested to be included in such registration which, in the opinion of the underwriters, can be sold without any such adverse effect, (ii) second, the Registrable Securities requested to be included in such registration, allocated pro rata among the Holders holders thereof on the basis of the relative number of Registrable Securities owned securities held by each such Holder whichholder at such time, as can be included without adversely affecting such distribution (it being understood that for the purposes of calculating the relative number of securities held by any participating holder, in the opinion event such holder owns any security of the underwritersCompany that may be converted, exercised or exchanged into Ordinary Shares, the relative number of Ordinary Shares held by such holder shall be determined as if such holder exercised such equity security on a cashless exercise basis); (ii) second, the Business Combination Registrable Securities requested to be included in such registration, allocated pro rata among the holders thereof on the basis of the relative number of securities held by each such holder at such time, as can be sold included without adversely affecting such distribution (it being understood that for the purposes of calculating the relative number of securities held by any participating holder, in the event such adverse effectholder owns any security of the Company that may be converted, exercised or exchanged into Ordinary Shares, the relative number of Ordinary Shares held by such holder shall be determined as if such holder exercised such equity security on a cashless exercise basis); and (iii) third, any other securities requested Ordinary Shares proposed to be included in such registration which, in the opinion of the underwriters, can be sold without any such adverse effect. In addition, if any Holders of Executive Registrable Securities have requested to include such securities in a Piggyback Registration that is an underwritten secondary offering and the managing underwriters for such offering advise the Company in writing that in their opinion the inclusion of some or all of such Executive Registrable Securities could adversely affect the marketability, proposed offering price, timing or method of distribution of the offering, the Company shall be permitted to first exclude from such offering the number (which may be all) of such Executive Registrable Securities identified by the managing underwriters as having any such adverse effect prior to the exclusion of any securities in such offering.

Priority on Secondary Registrations. If a Piggyback Registration is an underwritten secondary registration on behalf of holders of the Company’s equity securities (other than Majority Holderspursuant to Section 1 hereof), 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, proposed offering price, timing or method of distribution of the offering, the Company will include in such registration (i) first, the securities requested to be included therein by the holders initially requesting such registration and the Registrable Securities requested to be included in such registration which, in the opinion of the underwriters, can be sold without any such adverse effect, (ii) second, the Registrable Securities requested to be included in such registrationregistration by any other Holder which, in the opinion of such underwriters, can be sold, without any such adverse effect, pro rata among the such Holders on the basis of the number of Registrable Securities owned by each such Holder which, in the opinion of the underwriters, can be sold without any such adverse effect, and (iii) third, other securities requested to be included in such registration which, in the opinion of the underwriters, can be sold without any such adverse effect. In additionNotwithstanding anything to the contrary herein, if any Management Holders of Executive Registrable Securities have requested to include such securities in a Piggyback Registration that is an underwritten secondary offering and the managing underwriters for such offering advise the Company in writing that in their opinion the inclusion of some or all of such Executive Registrable Securities could adversely affect the marketability, proposed offering price, timing or method of distribution of the offering, the Company shall be permitted to first exclude from such offering the number (which may be all) of such Executive Registrable Securities identified by the managing underwriters as having any such adverse effect prior to the exclusion of any securities in such offering.

Priority on Secondary Registrations. If a Piggyback Registration is consists only of an underwritten secondary registration on behalf of for holders of securities of the Company’s equity securities Company (other than Majority Holderspursuant 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 offering without materially adversely affecting the marketability, proposed offering price, timing or method of distribution of such securities by the offeringCompany, the Company will include in such registration (iA) first, the securities requested to be included therein by the holders initially requesting such registration and the Registrable Securities requested to be included in such registration which, in the opinion of the underwriters, can be sold without any such adverse effect, (ii) second, the Registrable Securities requested to be included in such registration, pro rata among the Holders all such holders on the basis of the number of Registrable Securities owned shares requested to be included by each such Holder whichholder, in provided, however, the opinion Company will use its best efforts to include not less than 20% of the underwriters, can Registrable Securities requested to be sold without any such adverse effectincluded therein, and (iiiB) thirdsecond, other securities requested to be included in such registration which, in registration. Notwithstanding the opinion of the underwriters, can be sold without any such adverse effect. In additionforegoing, if any Holders of Executive Registrable Securities have requested to include such securities underwriter determines in a Piggyback Registration that is an underwritten secondary offering good faith and the managing underwriters for such offering advise advises the Company in writing that in their opinion the inclusion distribution of some or all of such Executive the Registrable Securities could requested to be included in the registration concurrently with the securities being registered by the Company would materially adversely affect the marketability, proposed offering price, timing or method of distribution of such securities by the offeringCompany, 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 any, for such offering has been disbanded or, (3) such date as the Company, managing underwriter and Holders of Registrable Securities otherwise agree. If such a delay occurs, the Company shall be permitted file such supplements, post-effective amendments and take any other steps necessary to first exclude from permit such Holders to make their proposed offering and sale for a period of 180 days immediately following the number (which may be all) end of such Executive Registrable Securities identified by delay. If any party disapproves of the managing underwriters as having terms of any such adverse effect prior underwriting, it may elect to withdraw therefrom by written notice to the exclusion of any securities in such offering.Company, the underwriter, and the Purchaser. However, the Company shall not be required to

Priority on Secondary Registrations. If a Piggyback Registration is an underwritten secondary registration on behalf of holders of the Company’s equity 's securities (other than Majority Holdersincluding pursuant to a Demand Registration), and the managing underwriters advise the Company in writing that in their opinion the number of securities requested to be included in such registration exceeds the number which can be sold in an orderly manner in such offering without adversely affecting the marketability, proposed offering price, timing or method of distribution of the offering, the Company will include in such registration (i) first, the securities requested within a price range acceptable to be included therein by the holders initially requesting such registration and registration, the Registrable Securities requested to be included Company (i) shall include in such registration which, in the opinion of the underwriters, can only such number as may be sold without any therein in such adverse effectan orderly manner, and (ii) second, prior to the inclusion of any securities which are not Registrable Securities requested to be included in such registration, shall include Registrable Securities pro rata among the Holders respective holders thereof on the basis of the number amount of Registrable Securities owned by each such Holder whichholder; provided, however, that in the opinion event that any holder of Aldabra Registrable Securities was prevented from participating in a Prior Registration as a result of his, her or its shares being held in a share escrow account, the pro rata share referenced in clause (ii) shall be determined, for each holder of Registrable Securities requesting inclusion of the underwritersRegistrable Securities in the first Piggyback Registration after February 17, can be sold without any 2008, as such adverse effectholder's Revised Pro Rata Share; provided, further, however, that if the managing underwriters determine that the inclusion of the number of Other Investor Registrable Securities and (iii) third, other securities requested Aldabra Registrable Securities proposed to be included in such registration which, in the opinion of the underwriters, can be sold without any such adverse effect. In addition, if any Holders of Executive Registrable Securities have requested to include such securities in a Piggyback Registration that is an underwritten secondary offering and the managing underwriters for such offering advise the Company in writing that in their opinion the inclusion of some or all of such Executive Registrable Securities could would adversely affect the marketability, proposed offering price, timing or method marketability of distribution of the such offering, the Company shall be permitted to first may exclude from such offering the number (which may be all) of such Executive Other Investor Registrable Securities identified by the managing underwriters and Aldabra Registrable Securities pro rata as having any necessary to negate such adverse effect prior to the exclusion of any securities in such offeringimpact.

Priority on Secondary Registrations. If a Piggyback Registration is consists only of an underwritten secondary registration on behalf of holders of securities of the Company’s equity securities Company (other than Majority Holderspursuant to Section 10(a)), and the managing underwriters advise underwriter(s) for such offering advises the Company in writing that in its/their opinion the number of securities Registrable Securities requested to be included in such registration exceeds the number which can be sold in such offering without materially adversely affecting the marketability, proposed offering price, timing or method of distribution of such securities by the offeringCompany, the Company will include in such registration (iA) first, the securities requested to be included therein by the holders initially requesting such registration and the Registrable Securities requested to be included in such registration which, in the opinion of the underwriters, can be sold without any such adverse effect, (ii) second, the Registrable Securities requested to be included in such registration, pro rata among the Holders all such holders on the basis of the number of Registrable Securities owned shares requested to be included by each such Holder whichholder, in provided, however, the opinion Company will use its best efforts to include not less than 20% of the underwriters, can be sold without any such adverse effectRegistrable Securities, and (iiiB) thirdsecond, other securities requested to be included in such registration which, in registration. Notwithstanding the opinion of the underwriters, can be sold without any such adverse effect. In additionforegoing, if any Holders of Executive Registrable Securities have requested to include such securities underwriter shall determine in a Piggyback Registration that is an underwritten secondary offering good faith and the managing underwriters for such offering advise the Company in writing that in their opinion the inclusion distribution of some or all of such Executive the Registrable Securities could requested to be included in the registration concurrently with the securities being registered by the Company would materially adversely affect the marketability, proposed offering price, timing or method of distribution of such securities by the offeringCompany, 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 any, for such offering shall have been disbanded or, (3) such date as the Company, managing underwriter and Holders of Registrable Securities shall otherwise agree. In the event of such delay, the Company shall be permitted to first exclude from file such offering the number (which supplements, post-effective amendments and take any such other steps as may be all) necessary to permit such Holders to make their proposed offering and sale for a period of 120 days immediately following the end of such Executive Registrable Securities identified by period of delay. If any party disapproves of the managing underwriters as having terms of any such adverse effect prior underwriting, it may elect to withdraw therefrom by written notice to the exclusion Company, the underwriter, and the Placement Agent. Notwithstanding the foregoing, the Company shall not be required to file a registration statement to include Shares pursuant to Sections 10(a) or 10(b) if independent counsel, reasonably satisfactory to counsel for the Company and counsel for the Placement Agent, renders an opinion to the Company that the Shares proposed to be disposed of any securities in such offeringmay be transferred pursuant to the provisions of Rule 144 under the Securities Act or otherwise without registration under the Securities Act.

Priority on Secondary Registrations. If a Piggyback Registration is an underwritten secondary registration on behalf of holders of the Company’s equity 's securities (other than Majority Holders)pursuant to the exercise of such holders' 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 of securities which can be sold in such offering without adversely affecting the marketability, proposed offering or the offering price, timing or method of distribution of the offering, the Company will include in such registration (i) first, the number of securities requested proposed to be included therein by on behalf of the holders initially requesting of the Company's securities exercising demand registration rights, allocated among the holders of such registration and the Registrable Securities requested to be included securities in such registration which, in proportions as the opinion of the underwriters, can be sold without any Company and such adverse effectholders may agree, (ii) second, up to the Registrable Securities requested to be included in such registration, pro rata among the Holders on the basis of the full number of Registrable Securities owned by each such Holder whichsecurities the Company proposes to sell, (iii) third, to the extent that additional securities can, in the opinion of the such underwriters, can be sold included in such registration without any such adverse effectadversely affecting the offering or the offering price, and (iii) third, other up to the full number of securities requested to be included in such registration whichby the holders of Registrable Securities and other holders of securities entitled to include securities in such Piggyback Registration, allocated pro rata among such holders on the basis of the number of securities requested to be included therein by each such holder and (iv) fourth, any additional securities that may be included in such registration, in the opinion of the such underwriters, can be sold without any such adverse effect. In addition, if any Holders of Executive Registrable Securities have requested to include such securities in a Piggyback Registration that is an underwritten secondary adversely affecting the offering and or the managing underwriters for such offering advise the Company in writing that in their opinion the inclusion of some or all of such Executive Registrable Securities could adversely affect the marketability, proposed offering price, timing or method of distribution of the offering, as may be agreed upon by the Company shall be permitted to first exclude from such offering the number (which may be all) of such Executive Registrable Securities identified by the managing underwriters as having and any such adverse effect prior to the exclusion of any securities in such offeringother securityholders.

Priority on Secondary Registrations. If a Piggyback Registration is an underwritten secondary registration on behalf of holders Holders of the Company’s equity securities (other than Majority Holders)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 offering without adversely affecting within a price range acceptable to the marketability, proposed offering price, timing or method of distribution consent of the offeringMajority 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 initially Holders requesting such registration and the Registrable Securities requested to be included in such registration which, in the opinion of the underwriters, can be sold without any such adverse effect, (ii) second, the Registrable Securities requested to be included in such registration, pro rata among the Holders of such securities and such Registrable Securities on the basis of the number of Registrable Securities shares beneficially owned by each such Holder which, in the opinion of the underwriters, can be sold without any such adverse effectHolder, 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 whichregistration, in pro rata among the opinion respective Holders thereof on the basis of the underwriters, can amount of such securities requested to be sold without any included therein by each such adverse effectHolder. In addition, if any Holders No Holder who is an employee stockholder of Executive the Company will be entitled to include Registrable Securities have requested to include such securities in a Piggyback Registration that is an underwritten secondary offering and requested by Berkshire pursuant to Section 2.1 to the extent that the managing underwriters for such offering advise and the Company in writing that in their opinion the inclusion of some or all Board of such Executive Registrable Securities could underwritten offering shall determine in good faith that the participation of such employee stockholder, in whole or in part, would adversely affect the marketability, proposed offering price, timing or method of distribution marketability of the offering, the Company shall be permitted to first exclude from such offering the number (which may be all) of such Executive Registrable Securities identified securities being sold by the managing underwriters as having any such adverse effect prior to the exclusion of any securities Berkshire in such underwritten offering.

Priority on Secondary Registrations. If a Piggyback Registration is an underwritten secondary registration on behalf of holders of the Company’s equity securities (other it being understood that Demand Registrations and Shelf Registrations by or on behalf of holders of Registrable Securities are addressed in Section 3 rather than Majority Holdersin this Section 4(d)), 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, proposed offering price, timing or method of distribution of the offering, the Company will shall include in such registration (i) first, the securities requested to be included therein by the holders initially requesting such registration and the number of Thriving Paws’ Registrable Securities and/or HH-Halo’s Registrable Securities requested to be included in such registration which, in the opinion of the such underwriters, can be sold sold, without any such adverse effect, (ii) second, the Registrable Securities requested to be included in such registration, pro rata among the Holders respective holders thereof on the basis of the number amount of Registrable Securities securities owned by each such Holder which, holder relative to the total number of securities held by all such holders initially requesting such registration and holders of Thriving Paws Registrable Securities and HH-Halo Registrable Securities requesting to include Registrable Securities in the opinion such registration as of the underwriters, can be sold without any such adverse effectdate the Company provided written notice of the Piggyback Registration to the holders of Registrable Securities, and (iiiii) thirdsecond, other securities requested to be included in such registration which, in the opinion of the underwriters, can be sold without any such adverse effect. In addition, if any Holders of Executive Registrable Securities have requested to include such securities in a Piggyback Registration that is an underwritten secondary offering and the managing underwriters for such offering advise the Company in writing that in their opinion the inclusion of some or all of such Executive Registrable Securities could adversely affect the marketability, proposed offering price, timing or method of distribution of the offering, the Company shall be permitted to first exclude from such offering the number (which may be all) of such Executive Registrable Securities identified by the managing underwriters as having any such adverse effect prior to the exclusion of any securities in such offering.

Priority on Secondary Registrations. If a Piggyback Registration is an underwritten secondary registration on behalf of holders of the Company’s equity securities (other than Majority Holdersincluding pursuant to a Demand Registration), and the managing underwriters advise the Company in writing that in their opinion the number of securities requested to be included in such registration exceeds the number which can be sold in an orderly manner in such offering without adversely affecting the marketability, proposed offering price, timing or method of distribution of the offering, the Company will include in such registration (i) first, the securities requested within a price range acceptable to be included therein by the holders initially requesting such registration and registration, the Registrable Securities requested to be included Company (i) shall include in such registration which, in the opinion of the underwriters, can only such number as may be sold without any therein in such adverse effectan orderly manner, and (ii) second, prior to the inclusion of any securities which are not Registrable Securities requested to be included in such registration, shall include Registrable Securities pro rata among the Holders respective holders thereof on the basis of the number amount of Registrable Securities owned by each such Holder whichholder; provided, however, that in the opinion event that any holder of Aldabra Registrable Securities was prevented from participating in a Prior Registration as a result of his, her or its shares being held in a share escrow account, the pro rata share referenced in clause (ii) shall be determined, for each holder of Registrable Securities requesting inclusion of the underwritersRegistrable Securities in the first Piggyback Registration after February 17, can be sold without any 2008, as such adverse effectholder’s Revised Pro Rata Share; provided, further, however, that if the managing underwriters determine that the inclusion of the number of Other Investor Registrable Securities and (iii) third, other securities requested Aldabra Registrable Securities proposed to be included in such registration which, in the opinion of the underwriters, can be sold without any such adverse effect. In addition, if any Holders of Executive Registrable Securities have requested to include such securities in a Piggyback Registration that is an underwritten secondary offering and the managing underwriters for such offering advise the Company in writing that in their opinion the inclusion of some or all of such Executive Registrable Securities could would adversely affect the marketability, proposed offering price, timing or method marketability of distribution of the such offering, the Company shall be permitted to first may exclude from such offering the number (which may be all) of such Executive Other Investor Registrable Securities identified by the managing underwriters and Aldabra Registrable Securities pro rata as having any necessary to negate such adverse effect prior to the exclusion of any securities in such offeringimpact.

Priority on Secondary Registrations. If a Piggyback Registration is consists only of an underwritten secondary registration on behalf of holders of securities of the Company’s equity securities (other than Majority Holders)Issuer, and the managing underwriters advise underwriter(s) for such offering advises the Company Issuer in writing that in its/their opinion the number of securities Warrant Shares requested to be included in such registration exceeds the number which can be sold in such offering without materially adversely affecting the marketability, proposed offering price, timing or method of distribution of the offeringsuch securities, the Company Issuer will include in such registration (iA) first, the securities requested to be included therein by the holders initially requesting such registration registration, and (B) second, the Registrable Securities Warrant Shares requested to be included in such registration which, in the opinion and securities of the underwriters, can be sold without any such adverse effect, (ii) second, the Registrable Securities requested to be included in such registration, pro rata among the Holders on the basis holder of the number of Registrable Securities owned by each such Holder which, in the opinion of the underwriters, can be sold without any such adverse effect, and (iii) third, other securities requested to be included in such registration whichstatement, in pro rata among all such holders on the opinion basis of the underwritersnumber of shares requested to be included by each such holder, can be sold without any such adverse effectprovided, however, the Issuer will use its best efforts to include not less than 20% of the Warrant Shares. In additionNotwithstanding the foregoing, if any Holders such underwriter shall determine in good faith and advise the Issuer in writing that the distribution of Executive Registrable Securities have the Warrant Shares requested to include be included in the registration concurrently with the securities being registered by the Issuer would materially adversely affect the distribution of such securities in a Piggyback Registration that is an underwritten secondary by the Issuer, then the holders of such Warrant Shares shall delay their offering and sale for such period ending on the managing underwriters earliest of (1) 90 days following the effective date of the Issuer's registration statement, (2) the day upon which the underwriting syndicate, if any, for such offering advise shall have been disbanded or, (3) such date as the Company in writing that in their opinion Issuer, managing underwriter and holders of Warrant Shares shall otherwise agree. In the inclusion of some or all event of such Executive Registrable Securities could adversely affect delay, the marketabilityIssuer shall file such supplements, post-effective amendments and take any such other steps as may be necessary to permit such holders to make their proposed offering price, timing or method and sale for a period of distribution 120 days immediately following the end of the offering, the Company shall be permitted to first exclude from such offering the number (which may be all) of such Executive Registrable Securities identified by the managing underwriters as having any such adverse effect period of delay. If any party disapproves the terms of any such underwriting, it may elect to withdraw therefrom at any time prior to the exclusion effective date of such underwriting by written notice to the Issuer, the underwriter, and the holder. Notwithstanding the foregoing, the Issuer shall not be required to file a registration statement to include shares pursuant to this Section 8 if independent counsel, reasonably satisfactory to the Issuer and the Holder, renders an opinion to the Issuer and the Holder that all of the Warrant Shares proposed to be disposed of may be transferred pursuant to the provisions of Rule 144 under the Securities Act or otherwise without registration under the Securities Act. The Issuer hereby undertakes and covenants to take all steps reasonably necessary to facilitate the resale of Warrant Shares pursuant to Rule 144. Neither the failure of the Holder to exercise its Piggyback Registration Rights hereunder on any securities one or more occasions nor the Holder's election to withdraw from an underwriting shall be deemed to waive or modify the Holder's Piggyback Registration Rights hereunder in such offeringthe future.

Priority on Secondary Registrations. If a Piggyback Registration is an underwritten secondary registration on behalf of holders of the Company’s equity securities (other it being understood that Demand Registrations and Shelf Registrations (including any related takedown offerings) by or on behalf of holders of Registrable Securities are addressed in Section 2 rather than Majority Holdersin this Section 3(d)), 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, proposed offering price, timing or method of distribution of the offering, the Company will shall include in such registration (i) first, the securities requested to be included therein by the holders initially requesting such registration and the number of Sponsor Registrable Securities requested to be included in such registration which, in the opinion of the such underwriters, can be sold sold, without any such adverse effect, pro rata among the respective holders thereof on the basis of the amount of securities owned by each such holder relative to the total number of securities held by all such holders initially requesting such registration and holders of Sponsor Registrable Securities requesting to include Registrable Securities in such registration as of the date the Company provided written notice of the Piggyback Registration to the holders of Registrable Securities, (ii) second, the number of Executive Registrable Securities and Other Investor Registrable Securities requested to be included which, in the opinion of such registrationunderwriters, can be sold, without any such adverse effect, pro rata among the Holders respective holders thereof on the basis of the number amount of Registrable Securities owned by each such Holder which, holder relative to the total number of Registrable Securities held by all such holders of Executive Registrable Securities and Other Investor Registrable Securities requesting to include Registrable Securities in the opinion such registration as of the underwriters, can be sold without any such adverse effectdate the Company provided written notice of the Piggyback Registration to the holders of Registrable Securities, and (iii) third, other securities requested to be included in such registration which, in the opinion of the underwriters, can be sold without any such adverse effect. In addition, if any Holders of Executive Registrable Securities have requested to include such securities in a Piggyback Registration that is an underwritten secondary offering and the managing underwriters for such offering advise the Company in writing that in their opinion the inclusion of some or all of such Executive Registrable Securities could adversely affect the marketability, proposed offering price, timing or method of distribution of the offering, the Company shall be permitted to first exclude from such offering the number (which may be all) of such Executive Registrable Securities identified by the managing underwriters as having any such adverse effect prior to the exclusion of any securities in such offering.

Priority on Secondary Registrations. If a Piggyback Registration is an underwritten secondary registration on behalf of holders of the Company’s equity securities (other than Majority Holderspursuant to Section 1 hereof), 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, proposed offering price, timing or method of distribution of the offering, the Company will include in such registration (i) first, the securities requested to be included therein by the holders initially requesting such registration and the Sponsor Investor Registrable Securities requested to be included in such registration registration, pro rata among the Participating Sponsor Investors holding such Sponsor Investor Registrable Securities on the basis of the number of Sponsor Investor Registrable Securities owned by each such Participating Sponsor Investor which, in the opinion of the underwriters, can be sold without any such adverse effect, (ii) second, the securities requested to be included therein by the holders initially requesting such registration which, in the opinion of the underwriters, can be sold without any such adverse effect, (iii) third, any other Registrable Securities requested to be included in such registrationregistration by any other Holder, pro rata among the such Holders on the basis of the number of Registrable Securities owned by each such Holder which, in the opinion of the underwriters, can be sold without any such adverse effect, and (iiiiv) thirdfourth, other securities requested to be included in such registration which, in the opinion of the underwriters, can be sold without any such adverse effect. In addition, if any Holders of Executive Registrable Securities have requested to include such securities in a Piggyback Registration that is an underwritten secondary offering and the managing underwriters for such offering advise the Company in writing that in their opinion the inclusion of some or all of such Executive Registrable Securities could adversely affect the marketability, proposed offering price, timing or method of distribution of the offering, the Company shall be permitted to first exclude from such offering the number (which may be all) of such Executive Registrable Securities identified by the managing underwriters as having any such adverse effect prior to the exclusion of any securities in such offering.

Priority on Secondary Registrations. If a Piggyback Registration is consists only of an underwritten secondary registration on behalf of holders of securities of the Company’s equity securities Company (other than Majority Holderspursuant to Section 10(a)), and the managing underwriters underwriter(s) for the offering being registered by the Company advise the Company in writing that in its/their opinion the number of securities Registrable Securities requested to be included in such registration exceeds the number which can be sold in such offering without materially adversely affecting the marketability, proposed offering price, timing or method of distribution of such securities by the offeringCompany, the Company will include in such registration (iA) first, the securities requested to be included therein by the holders initially requesting such registration and the Registrable Securities requested to be included in such registration which, in the opinion of the underwriters, can be sold without any such adverse effect, (ii) second, the Registrable Securities requested to be included in such registrationabove, pro rata rata, among the Holders all such holders on the basis of the number of Registrable Securities owned shares requested to be included by each such Holder which, in the opinion of the underwriters, can be sold without any such adverse effect, holder and (iiiB) thirdsecond, other securities requested to be included in such registration which, in registration. Notwithstanding the opinion of the underwriters, can be sold without foregoing if any such adverse effect. In addition, if any Holders of Executive Registrable Securities have requested to include such securities underwriter shall determine in a Piggyback Registration that is an underwritten secondary offering good faith and the managing underwriters for such offering advise the Company in writing that in their opinion the inclusion distribution of some or all the of such Executive the Registrable Securities could requested to be included in the registration concurrently with the securities being registered by the Company would materially adversely affect the marketability, proposed offering price, timing or method of distribution of such securities by the offeringCompany, then the Holders of such Registrable Securities shall delay their offering 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 any, for such offering shall have been disbanded or, (3) such date as the Company, managing underwriter and Holders of Registrable Securities shall otherwise agree. In the event of such delay, the Company shall be permitted to first exclude from file such offering the number (which supplements, post-effective amendments and take any such other steps as may be all) necessary to permit such Holders to make their proposed offering and sale for a period of 120 days immediately following the end of such Executive Registrable Securities identified period of delay. If any party disapproves of the terms of any, such underwriting, it may elect to withdraw therefrom by the managing underwriters as having any such adverse effect prior written notice to the exclusion Company, the underwriter, and Underwriter. Notwithstanding the foregoing, the Company shall not be required to file a registration statement to include Shares pursuant to this Section 10(b) if an opinion of any securities in such offeringindependent counsel, reasonably satisfactory to counsel for the Company and counsel for Underwriter, that the Shares proposed to be disposed of may be transferred pursuant to the provisions of Rule 144 under the Act, shall have been delivered to counsel for the Company.

Priority on Secondary Registrations. If a Piggyback Registration is an underwritten secondary registration on behalf of holders of the CompanyPartnership’s equity securities (other than Majority Holders)securities, and the managing underwriters advise underwriter(s) advises the Company Partnership in writing that in their its opinion the number of securities requested to be included in such registration exceeds the number which can be sold in an orderly manner in such offering without adversely affecting within a price range acceptable to the marketability, proposed offering price, timing or method holders of distribution a majority of the offeringRegistrable Securities to be included in such registration, the Company will Partnership shall include securities in such registration in the following order of priority: (i) first, the securities requested to be included therein by the holders initially requesting such registration and the Registrable Securities requested to be included in such registration which, in the opinion of the underwriters, can be sold without any such adverse effect, (ii) second, the Investor Registrable Securities requested to be included in such registration, pro rata among the Holders holders of such securities and such Investor Registrable Securities on the basis of the number of Registrable Securities shares owned by each such Holder whichholder; (ii) second, Individual Partner Registrable Securities and other securities with respect to which the Partnership has granted registration rights in accordance with Section 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 owned by each such holder; provided, that the Individual Partner Registrable Securities to be included pursuant to this clause (ii) shall not be entitled to participate in any such registration to the extent that the managing underwriter(s) shall determine in good faith, that the participation of the Individual Partners would materially and adversely affect the marketability or offering price of the securities being sold in such registration, it being understood that the Partnership shall include in such registration that number of shares of Individual Partner Registrable Securities covered in this clause (ii) which can be sold in such offering without materially and adversely affecting the marketability or offering price of the other securities to be sold in such registration; and (iii) third, if and only if all of the Registrable Securities referred to in clauses (i) and (ii) have been included, the number of any other securities (excluding, for the avoidance of doubt, any primary securities to be registered to the Partnership) eligible for inclusion that, in the opinion of the underwritersmanaging underwriter(s), can be sold without any having such adverse effect, and (iii) third, other securities requested to be included effect in such registration which, in the opinion of the underwriters, can be sold without any such adverse effect. In addition, if any Holders of Executive Registrable Securities have requested to include such securities in a Piggyback Registration that is an underwritten secondary offering and the managing underwriters for such offering advise the Company in writing that in their opinion the inclusion of some or all of such Executive Registrable Securities could adversely affect the marketability, proposed offering price, timing or method of distribution of the offering, the Company shall be permitted to first exclude from such offering the number (which may be all) of such Executive Registrable Securities identified by the managing underwriters as having any such adverse effect prior to the exclusion of any securities in such offering.

Priority on Secondary Registrations. If a Piggyback Registration is an underwritten secondary registration on behalf of holders of the Company’s equity securities (other than Majority Holderspursuant to Section 1 hereof), 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, proposed offering price, timing or method of distribution of the offering, the Company will include in such registration (i) first, the securities requested to be included therein by the holders initially requesting such registration and the Registrable Securities requested to be included in such registration (other than any Holder) which, in the opinion of the underwriters, can be sold without any such adverse effect, (ii) second, the Registrable Securities requested to be included in such registrationregistration by any Holder which, in the opinion of such underwriters, can be sold, without any such adverse effect, pro rata among the such Holders on the basis of the number of Registrable Securities owned by each such Holder which, (it being agreed that solely for purposes of determining the “number of Registrable Securities owned by each such Holder” for purposes of this sentence in the opinion respect of the underwritersPreferred Investors, can all shares of Preferred Stock proposed to be sold without any registered in such adverse effect, registration on an as-converted basis shall be taken into account) and (iii) third, other securities requested to be included in such registration which, in the reasonable and good faith opinion of the underwriters, can be sold without any such adverse effect; provided that, any underwriter cutback shall apply equally, on a pro rata basis, to the Sponsor Investors and Preferred Investors, unless any such Person provides written consent to the contrary. In additionNotwithstanding anything to the contrary herein, if any Holders of Executive Registrable Securities have requested to include such securities in a Piggyback Registration that is an underwritten secondary offering and the managing underwriters for such offering advise the Company in writing that in their opinion the inclusion of some or all of such Executive Registrable Securities could adversely affect the marketability, proposed offering price, timing or method of distribution of the offering, the Company shall be permitted to first exclude from such offering the number (which may be all) of such Executive Registrable Securities identified by the managing underwriters as having any such adverse effect prior to the exclusion of any securities in such offering.

Priority on Secondary Registrations. If a Piggyback Registration is an underwritten secondary registration on behalf of holders of the Company’s equity securities Stockholders (other than Majority HoldersVEP Stockholders), 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, proposed offering price, timing or method of distribution of the offering, the Company will include in such registration (i) first, the securities requested to be included therein by the holders initially requesting such registration VEP Stockholders and the McChord Stockholders, pro rata on the basis of the number of Registrable Securities requested to be included in Shares owned by each such registration Stockholder, which, in the opinion of the underwriters, can be sold without any such adverse effect, pro rata among the holders of such securities on the basis of the number of securities owned by each such holder, (ii) second, the Registrable Securities requested to be included in such registrationregistration by the Management Stockholders, pro rata among the Holders Stockholders on the basis of the number of Registrable Securities owned by each such Holder Stockholder which, in the opinion of the underwriters, can be sold without any such adverse effect, and (iii) third, other securities requested to be included in such registration which, in the opinion of the underwriters, can be sold without any such adverse effect. In addition, if any Holders of Executive Registrable Securities Management Stockholders have requested to include such securities in a Piggyback Registration that is an underwritten secondary offering and the managing underwriters for such offering advise the Company in writing that in their opinion the inclusion of some or all of such Executive Registrable Securities Management Stockholder Shares could adversely affect the marketability, proposed offering price, timing or method of distribution of the offering, the Company shall be permitted to first exclude from such offering the number (which may be all) of such Executive Registrable Securities Management Stockholder Shares identified by the managing underwriters as having any such adverse effect prior to the exclusion of any securities in such offering.

Priority on Secondary Registrations. If a Piggyback Registration is consists only of an underwritten secondary registration on behalf of holders of securities of the Company’s equity securities Company (other than Majority Holderspursuant to Section 10(a)), and the managing underwriters underwriter(s) for the offering being registered by the Company advise the Company in writing that in its/their opinion the number of securities Registrable Securities requested to be included in such registration exceeds the number which can be sold in such offering without materially adversely affecting the marketability, proposed offering price, timing or method of distribution of such securities by the offeringCompany, the Company will include in such registration (iA) first, the securities requested to be included therein by the holders initially requesting such registration and the Registrable Securities requested to be included in such registration which, in the opinion of the underwriters, can be sold without any such adverse effect, (ii) second, the Registrable Securities requested to be included in such registrationabove, pro rata rata, among the Holders all such holders on the basis of the number of Registrable Securities owned shares requested to be included by each such Holder which, in the opinion of the underwriters, can be sold without any such adverse effect, holder and (iiiB) thirdsecond, other securities requested to be included in such registration which, in registration. Notwithstanding the opinion of the underwriters, can be sold without any such adverse effect. In additionforegoing, if any Holders of Executive Registrable Securities have requested to include such securities underwriter shall determine in a Piggyback Registration that is an underwritten secondary offering good faith and the managing underwriters for such offering advise the Company in writing that in their opinion the inclusion distribution of some or all the of such Executive the Registrable Securities could requested to be included in the registration concurrently with the securities being registered by the Company would materially adversely affect the marketability, proposed offering price, timing or method of distribution of such securities by the offeringCompany, then the Holders of such Registrable Securities shall delay their offering 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 any, for such offering shall have been disbanded or, (3) such date as the Company, managing underwriter and Holders of Registrable Securities shall otherwise agree. In the event of such delay, the Company shall be permitted to first exclude from file such offering the number (which supplements, post-effective amendments and take any such other steps as may be all) necessary to permit such Holders to take their proposed offering and sale for a period of 120 days immediately following the end of such Executive Registrable Securities identified by period of delay. If any party disapproves of the managing underwriters as having terms of any such adverse effect prior underwriting, it may elect to withdraw therefrom by written notice to the exclusion Company, the underwriter, and Underwriter. Notwithstanding the foregoing, the Company shall not be required to file a registration statement to include Shares pursuant to this Section 10(b) if an opinion of any securities in such offeringindependent counsel, reasonably satisfactory to counsel for the Company and counsel for Underwriter, that the Shares proposed to be disposed of may be transferred pursuant to the provisions of Rule 144(k) under the Act, shall have been delivered to counsel for the Company.

Priority on Secondary Registrations. If a Piggyback Registration is consists only of an underwritten secondary registration on behalf of holders of securities of the Company’s equity securities (other than Majority Holders), and the managing underwriters advise underwriter(s) for such offering advises the Company in writing that in its/their opinion the number of securities Securities requested to be included in such registration exceeds the number which can be sold in such offering without materially adversely affecting the marketability, proposed offering price, timing or method of distribution of the offeringsuch securities, the Company will include in such registration (iA) first, the securities requested to be included therein by the holders initially requesting such registration registration, and (B) second, the Registrable Securities requested to be included in such registration which, in the opinion and securities of the underwriters, can be sold without any such adverse effect, (ii) second, the Registrable Securities requested to be included in such registration, pro rata among the Holders on the basis holder of the number of Registrable Securities owned by each such Holder which, in the opinion of the underwriters, can be sold without any such adverse effect, and (iii) third, other securities requested to be included in such registration whichstatement, in pro rata among all such holders on the opinion basis of the underwritersnumber of shares requested to be included by each such holder, can be sold without any such adverse effectprovided, however, the Company will use its best efforts to include not less than 20% of the Securities. In additionNotwithstanding the foregoing, if any Holders of Executive Registrable Securities have requested to include such securities underwriter shall determine in a Piggyback Registration that is an underwritten secondary offering good faith and the managing underwriters for such offering advise the Company in writing that the distribution of the Securities requested to be included in their opinion the inclusion of some or all of such Executive Registrable Securities could registration concurrently with the securities being registered by the Company would materially adversely affect the marketability, proposed offering price, timing or method of distribution of such securities by the offeringCompany, then the holders of such 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 any, for such offering shall have been disbanded or, (3) such date as the Company, managing underwriter and holders of Securities shall otherwise agree. In the event of such delay, the Company shall be permitted to first exclude from file such offering the number (which supplements, post-effective amendments and take any such other steps as may be all) necessary to permit such holders to make their proposed offering and sale for a period of such Executive Registrable Securities identified by 120 days immediately following the managing underwriters as having end of any such adverse effect period of delay. If any party disapproves the terms of any such underwriting, it may elect to withdraw therefrom at any time prior to the exclusion effective date of such underwriting by written notice to the Company, the underwriter, and the holder. Notwithstanding the foregoing, the Company shall not be required to file a registration statement to include shares pursuant to this Section 1 if independent counsel, reasonably satisfactory to the Company and the Holder, renders an opinion to the Company and the Holder that all of the Securities proposed to be disposed of may be transferred pursuant to the provisions of Rule 144 under the Securities Act or otherwise without registration under the Securities Act. The Company hereby undertakes and covenants to take all steps reasonably necessary to facilitate the resale of Securities pursuant to Rule 144. Neither the failure of the Holder to exercise its Piggyback Registration Rights hereunder on any securities one or more occasions nor the Holders election to withdraw from an underwriting shall be deemed to waive or modify the Holders Piggyback Registration Rights hereunder in such offeringthe future.

Priority on Secondary Registrations. If a Piggyback Registration is an underwritten secondary registration on behalf of holders of the Company’s equity securities (other than Majority Holderspursuant to a Shelf Offering or Demand Registration), 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, proposed offering price, timing or method of distribution of the offering, the Company will include in such registration only such number of securities that in the opinion of such underwriters can be sold without adversely affecting the marketability of the offering, securities will be so included in the following order of priority (i) first, the number of securities requested to be included therein by the holders initially requesting such registration and together with the number of Heritage Group Registrable Securities requested to be included in such registration which, in the opinion of the underwriters, can be sold sold, without any such adverse effect, provided, however, that the Heritage Group shall be entitled to include such number of Heritage Group Registrable Securities representing at least 20% of the Common Stock proposed to be sold in such offering, (ii) second, the Registrable Securities requested to be included in such registrationregistration by any other Holders which, in the opinion of such underwriters, can be sold, without any such adverse effect, pro rata among the such Holders on the basis of the number of Registrable Securities owned by each such Holder which, in the opinion of the underwriters, can be sold without any such adverse effect, and (iii) third, other securities requested to be included in such registration which, in the opinion of the underwriters, can be sold without any such adverse effect. In addition, if any Holders of Executive Registrable Securities have requested to include such securities in a Piggyback Registration that is an underwritten secondary offering and the managing underwriters for such offering advise the Company in writing that in their opinion the inclusion of some or all of such Executive Registrable Securities could adversely affect the marketability, proposed offering price, timing or method of distribution of the offering, the Company shall be permitted to first exclude from such offering the number (which may be all) of such Executive Registrable Securities identified by the managing underwriters as having any such adverse effect prior to the exclusion of any securities in such offering.

Priority on Secondary Registrations. If a Piggyback Registration is consists only of an underwritten secondary registration on behalf of holders of securities of the Company’s equity securities Company (other than Majority Holderspursuant to Section 12(a)), and the managing underwriters underwriter(s) for the offering being registered by the Company advise the Company in writing that in its/their opinion the number of securities Registrable Securities requested to be included in such registration exceeds the number which can be sold in such offering without materially adversely affecting the marketability, proposed offering price, timing or method of distribution of such securities by the offeringCompany, the Company will include in such registration (iA) first, the securities requested to be included therein by the holders initially requesting such registration and the Registrable Securities requested to be included in such registration which, in the opinion of the underwriters, can be sold without any such adverse effect, (iiB) second, the number of Registrable Securities requested to be included which the underwriter(s) determine in its/their sole discretion is compatible with the success of the offering pro rata, among all such registration, pro rata among the Holders holders on the basis of the number of Registrable Securities owned shares requested to be included by each such Holder which, in the opinion of the underwriters, can be sold without any such adverse effect, holder and (iiiC) third, other securities requested to be included in such registration which, in registration. Notwithstanding the opinion of the underwriters, can be sold without any such adverse effect. In additionforegoing, if any Holders of Executive Registrable Securities have requested to include such securities underwriter shall determine in a Piggyback Registration that is an underwritten secondary offering good faith and the managing underwriters for such offering advise the Company in writing that in their opinion the inclusion distribution of some or all of such Executive the Registrable Securities could requested to be included in the registration concurrently with the securities being registered by the Company would materially adversely affect the marketability, proposed offering price, timing or method of distribution of such securities by the offeringCompany, 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 any, for such offering shall have been disbanded or, (3) such date as the Company, managing underwriters and Holders of Registrable Securities shall otherwise agree. In the event of such delay, the Company shall be permitted to first exclude from file such offering the number (which supplements, post-effective amendments and take any such other steps as may be all) necessary to permit such Holders to make their proposed offering and sale for a period of 120 days immediately following the end of such Executive Registrable Securities identified by period of delay. If any party disapproves of the managing underwriters as having terms of any such adverse effect prior underwriting, it may elect to withdraw therefrom by written notice to the exclusion Company, the underwriters and AAI. Notwithstanding the foregoing, the Company shall not be required to file a registration statement to include Shares pursuant to this Section 12(b) if an opinion of any securities in such offeringindependent counsel, reasonably satisfactory to counsel for the Company and counsel for AAI, that the Shares proposed to be disposed of may be transferred pursuant to the provisions of Rule 144 under the Act, shall have been delivered to counsel for the Company.

Priority on Secondary Registrations. If a Piggyback Registration is consists only of an underwritten secondary registration on behalf of holders of securities of the Company’s equity securities Company (other than Majority Holderspursuant to Section 10(a)), and the managing underwriters advise underwriter(s) for such offering advises the Company in writing that in its/their opinion the number of securities Registrable Securities requested to be included in such registration exceeds the number which can be sold in such offering without materially adversely affecting the marketability, proposed offering price, timing or method of distribution of such securities by the offeringCompany, the Company will include in such registration (iA) first, the securities requested to be included therein by the holders initially requesting such registration and the Registrable Securities requested to be included in such registration which, in the opinion of the underwriters, can be sold without any such adverse effect, (ii) second, the Registrable Securities requested to be included in such registration, pro rata among the Holders all such holders on the basis of the number of Registrable Securities owned shares requested to be included by each such Holder whichholder, in provided, however, the opinion Company will use its best efforts to include not less than 40% of the underwriters, can be sold without any such adverse effectRegistrable Securities, and (iiiB) thirdsecond, other securities requested to be included in such registration which, in registration. Notwithstanding the opinion of the underwriters, can be sold without any such adverse effect. In additionforegoing, if any Holders of Executive Registrable Securities have requested to include such securities underwriter shall determine in a Piggyback Registration that is an underwritten secondary offering good faith and the managing underwriters for such offering advise the Company in writing that in their opinion the inclusion distribution of some or all of such Executive the Registrable Securities could requested to be included in the registration concurrently with the securities being registered by the Company would materially adversely affect the marketability, proposed offering price, timing or method of distribution of such securities by the offeringCompany, 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 any, for such offering shall have been disbanded or, (3) such date as the Company, managing underwriter and Holders of Registrable Securities shall otherwise agree. In the event of such delay, the Company shall be permitted to first exclude from file such offering the number (which supplements, post-effective amendments and take any such other steps as may be all) necessary to permit such Holders to make their proposed offering and sale for a period of 120 days immediately following the end of such Executive Registrable Securities identified by period of delay. If any part disapproves of the managing underwriters as having terms of any such adverse effect prior underwriting, it may elect to withdraw therefrom by written notice to the exclusion Company, the underwriter, and ADAR. Notwithstanding the foregoing, the Company shall not be required to file a registration statement to include Shares pursuant to Sections 10(a) or 10(b) if independent counsel, reasonably satisfactory to counsel for the Company and counsel for ADAR, renders an opinion to the Company that the Shares proposed to be disposed of any securities in such offeringmay be transferred pursuant to the provisions of Rule 144 under the Securities Act or otherwise without registration under the Securities Act.

Priority on Secondary Registrations. If a Piggyback Registration is an underwritten secondary registration on behalf of holders of the Company’s equity securities (other than Majority Holderspursuant to Section 1 hereof), 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, proposed offering price, timing or method of distribution of the offering, the Company will include in such registration (i) first, the securities requested to be included therein by the holders initially requesting such registration and the Registrable Securities requested to be included in such registration which, in the opinion of the underwriters, can be sold without any such adverse effect, (ii) second, the Investor Registrable Securities requested to be included in such registrationregistration which, in the opinion of the underwriters, can be sold, without any such adverse effect, pro rata among the Participating Majority Holders on the basis of the number of Registrable Securities owned by each such Participating Majority Holder, (iii) third, any other Registrable Securities requested to be included in such registration by any other Holder which, in the opinion of the underwriters, can be sold, without any such adverse effect, pro rata among such Holders on the basis of the number of Registrable Securities owned by each such Holder which, in the opinion of the underwriters, can be sold without any such adverse effect, and (iiiiv) thirdfourth, other securities requested to be included in such registration which, in the opinion of the underwriters, can be sold without any such adverse effect. In addition, if any Holders of Executive Registrable Securities have requested to include such securities in a Piggyback Registration that is an underwritten secondary offering and the managing underwriters for such offering advise the Company in writing that in their opinion the inclusion of some or all of such Executive Registrable Securities could adversely affect the marketability, proposed offering price, timing or method of distribution of the offering, the Company shall be permitted to first exclude from such offering the number (which may be all) of such Executive Registrable Securities identified by the managing underwriters as having any such adverse effect prior to the exclusion of any securities in such offering.

Priority on Secondary Registrations. If a Piggyback Registration is an underwritten secondary registration on behalf of holders of the Company’s equity securities (other than Majority Holders)holders of 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 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 shall include in such registration (i) first, the securities requested to be included therein by the holders initially requesting such registration, (ii) second, the registrable securities as defined in the American Robotics Agreement requested to be included in such registration and by the American Robotics Holders, which, in the opinion of such underwriters, can be sold, without any such adverse effect (pro rata among the American Robotics Holders of such registrable securities on the basis of the number of registrable securities owned by each such American Robotics Holder), (iii) third, the Registrable Securities requested to be included in such registration by the Holders which, in the opinion of the such underwriters, can be sold sold, without any such adverse effect, effect (ii) second, the Registrable Securities requested to be included in such registration, pro rata among the Holders holders of such Registrable Securities on the basis of the number of Registrable Securities owned by each such Holder which, in the opinion of the underwriters, can be sold without any such adverse effectholder), and (iiiiv) thirdfourth, other securities requested to be included in such registration which, in the opinion of the such underwriters, can be sold sold, without any such adverse effect. In addition, if any Holders of Executive Registrable Securities have requested to include such securities in a Piggyback Registration that is an underwritten secondary offering and the managing underwriters for such offering advise the Company in writing that in their opinion the inclusion of some or all of such Executive Registrable Securities could adversely affect the marketability, proposed offering price, timing or method of distribution of the offering, the Company shall be permitted to first exclude from such offering the number (which may be all) of such Executive Registrable Securities identified by the managing underwriters as having any such adverse effect prior to the exclusion of any securities in such offering.

Priority on Secondary Registrations. If a Piggyback Registration is consists only of an underwritten secondary registration on behalf of holders of securities of the Company’s equity securities (other than Majority Holders), Company and the managing underwriters underwriter(s) for the offering being registered by the Company advise the Company in writing that in its/their opinion the number of securities Registrable Securities requested to be included in such registration exceeds the number which can be sold in such offering without materially adversely affecting the marketability, proposed offering price, timing or method of distribution of such securities by the offeringCompany (such opinion to state the reasons therefor) then the Company will promptly furnish the holders of the Registrable Securities with a copy of such opinion and, the Company will include in such registration (i) first, the securities requested to be included therein by the holders initially requesting such registration and the Registrable Securities requested to be included in such registration which, in the opinion of the underwriters, can be sold without any such adverse effect, (ii) second, the Registrable Securities requested to be included in such registrationabove, pro rata rata, among the Holders all such holders on the basis of the number of Registrable Securities owned shares requested to be included by each such Holder whichholder, but in the opinion any event not less than 50% of the underwriters, can be sold without any such adverse effect, Registrable Securities and (iiiii) thirdsecond, other securities requested to be included in such registration which, in registration. Notwithstanding the opinion of the underwriters, can be sold without any such adverse effect. In additionforegoing, if any Holders of Executive Registrable Securities have requested to include such securities underwriter shall determine in a Piggyback Registration that is an underwritten secondary offering good faith and the managing underwriters for such offering advise the Company in writing that in their opinion the inclusion distribution of some or all of such Executive the Registrable Securities could requested to be included in the registration concurrently with the securities being registered by the Company would materially adversely affect the marketability, proposed offering price, timing or method of distribution of such securities by the offeringCompany, then the holders of such Registrable Securities shall delay their offering and sale for such period ending on the earliest of (i) 90 days following the effective date of the Company's registration statement, (ii) the day upon which the underwriting syndicate, if any, for such offering shall have been disbanded or, (iii) such date as the Company, managing underwriter and holders of Registrable Securities shall otherwise agree. In the event of such delay, the Company shall be permitted to first exclude from file such offering the number (which supplements, post-effective amendments and take any such other steps as may be all) necessary to permit such holders to make their proposed offering and sale for a period of 120 days immediately following the end of such Executive period of delay. If any party disapproves of the terms of any such underwriting, it may elect to withdraw therefrom by written notice to the Company, the underwriter, and the Stockholders. Notwithstanding the foregoing, the Company shall not be required to file a registration statement to include Shares pursuant to this Section 2 if an opinion of independent counsel, reasonably satisfactory to counsel for the Company and counsel for the Stockholders, that all of the Registrable Securities identified by the managing underwriters as having any such adverse effect prior proposed to be disposed of may be transferred pursuant to the exclusion provisions of any securities in such offeringRule 144 under the Act shall have been delivered to counsel for the Company.