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 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 within a price range acceptable to the holders initially requesting such registration, the Company shall include in the registration (A) first, the securities requested to be included therein by the holders requesting such registration and the Preferred Registrable Securities requested to be included in such registration, pro rata among the holders of such securities on the basis of the number of shares owned by each such holder, (B) second, the Registrable Securities and the Other Registrable Securities requested to be included in such registration, pro rata among the holders of all Registrable Securities and all Other Registrable Securities on the basis of the number of shares requested to be included in such registration by each such holder, and (C) third, other securities requested to be included in such registration.

Priority on Secondary Registrations. If a Piggyback Registration is an underwritten secondary registration on behalf of holders Holders of the Company's ’s securities, and the managing underwriters advise the Company in writing that in their opinion the number of securities requested to be included in such registration exceeds the number which can be sold in an orderly manner in such offering within a price range acceptable to the holders initially requesting consent of the Majority Participating Holders to be included in such registration, the Company shall include in the such registration (Ai) first, the securities requested to be included therein by the holders Holders requesting such registration and the Preferred Registrable Securities requested to be included in such registration, pro rata among the holders Holders of such securities on the basis of the number of shares owned by each and such holder, (B) second, the Registrable Securities and the Other Registrable Securities requested to be included in such registration, pro rata among the holders of all Registrable Securities and all Other Registrable Securities on the basis of the number of shares requested to be included in such registration therein by each such holderHolder, and (Cii) thirdsecond, other securities with respect to which the Company has granted registration rights in accordance with Section 2.1(g) hereof requested to be included in such registration, pro rata among the respective Holders thereof on the basis of the amount of such securities requested to be included therein by each such Holder.

Priority on Secondary Registrations. If a Piggyback Registration is an underwritten secondary registration on behalf of holders of the Company's securities, and the managing underwriters advise the Company in writing that in their opinion the number or dollar amount of securities requested to be included in such registration exceeds the number or dollar amount which can be sold in an orderly manner in such offering within a price range acceptable to without adversely affecting the holders initially requesting such registrationmarketability of the offering, the Company shall include in the registration such registration: (Ai) first, if such registration is requested by the holders of Registrable Securities or Conversion Shares, the Registrable Securities and Conversion Shares requested to be included therein, pro rata among the holders of such securities on the basis of the amount of securities owned by each such holder, and (ii) second, the securities requested to be included therein by the holders requesting such registration (if not the holders of the Conversion Shares or Registrable Securities), the Conversion Shares, and the Preferred Registrable Securities requested to be included in such registration, pro rata among the holders of such securities on the basis of the number amount of shares securities owned by each such holder, (B) second, the Registrable Securities and the Other Registrable Securities requested to be included in such registration, pro rata among the holders of all Registrable Securities and all Other Registrable Securities on the basis of the number of shares requested to be included in such registration by each such holder, and (Cii) third, all other securities requested to be included in such registration.

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

Priority on Secondary Registrations. If a Piggyback Registration is an underwritten secondary registration on behalf of holders of the Company's securitiessecurities other than holders of Registrable Securities (it being understood that secondary registrations on behalf of holders of Investor Registrable Securities and Warrant Holder Registrable Securities are addressed in SECTION 1 above rather than this SECTION 2(d)), and the managing underwriters advise the Company in writing that that, in their opinion opinion, the number of securities requested to be included in such registration exceeds the number which can be sold in an orderly manner in such offering within a price range acceptable to the holders initially requesting of a majority of the Registrable Securities to be included in such registration, then the Company shall include in the such registration (Ai) first, the securities requested to be included therein by the holders requesting such registration and registration, (ii) second, the Preferred Registrable Securities requested to be included in such registration, pro rata among the holders of such securities Registrable Securities on the basis of the number of shares owned by each such holder, (B) second, the Registrable Securities and the Other Registrable Securities requested to be included in such registration, pro rata among the holders of all Registrable Securities and all Other Registrable Securities on the basis of the number of shares requested to be included in such registration by each such holder, holder and (Ciii) third, the other securities requested to be included in such registration.

Priority on Secondary Registrations. If a Piggyback Registration is an underwritten secondary registration on behalf of holders of the Company's securitiessecurities other than the holders of the Registrable Securities (it being understood that secondary registrations on behalf of holders of Registrable Securities are addressed in Section 1 above rather than this Section 2(d)), and the managing underwriters advise the Company in writing that that, in their opinion opinion, the number of securities requested to be included in such registration exceeds the number which can be sold in an orderly manner in such offering within a price range acceptable to any requesting holder of the holders initially requesting such registrationRegistrable Securities, then the Company shall include in the such registration (Ai) first, the securities requested to be included therein by the holders requesting such registration and (ii) second, the Preferred Registrable Securities requested to be included in such registration by the holders of the Registrable Securities and the other securities requested to be included in such registration, pro rata among the holders of such securities rata, on the basis of the number of shares owned by each such holder, (B) second, the Registrable Securities and the Other Registrable Securities requested to be included in such registration, pro rata among the holders of all Registrable Securities and all Other Registrable Securities on the basis of the number of shares requested to be included in such registration by each such holder, and (C) third, other securities requested to be included in such registration.

Priority on Secondary Registrations. If a Piggyback Registration is an underwritten secondary registration on behalf of holders of the Company's securities, and the managing underwriters advise the Company in writing that in their opinion the number of securities requested to be included in such registration exceeds the number which can be sold in an orderly manner in such offering within a price range acceptable to the holders initially requesting such registrationMaximum Number, the Company shall will include in such registration the registration (A) first, the securities shares requested to be included therein by the holders requesting such registration and the Preferred Shelf Registrable Securities and Demand Offering Securities covered by Piggyback Registration Requests and any other securities requested to be included in such registration, pro rata among the holders of such securities on the basis of the number of shares owned by each such holder, (B) second, the Registrable Securities and the Other Registrable Securities requested to be included in such registration, pro rata among the holders of all Registrable Securities and all Other Registrable Securities thereof on the basis of the number of shares requested to be included in such registration; PROVIDED, HOWEVER, that if the holders requesting registration by each are doing so pursuant to demand registration rights of such holderholders, such holders' shares shall take priority over any Shelf Registrable Securities and (C) third, Demand Offering Securities and any other securities requested to be included, which shall be included on a pro rata basis, subject to the proviso set forth in such registrationSection 3.6(b)(ii)(C).

Priority on Secondary Registrations. If a Piggyback Registration is an underwritten secondary registration on behalf of holders of the Company's securitiessecurities (other than holders of Registrable Securities; it being understood that secondary registrations on behalf of holders of Registrable Securities are addressed in Section 1 above rather than this Section 2(d)), and the managing underwriters advise the Company in writing (with a copy to each party hereto requesting registration of Registrable Securities) that in their opinion the number of securities requested to be included in such registration exceeds the number which can be sold in an orderly manner in such offering within a price range acceptable to the holders initially requesting of a majority of the Registrable Securities to be included in such registration, the Company shall include in the such registration (Ai) first, except to the extent otherwise previously agreed to by the holders of a majority of the Registrable Securities, the securities requested to be included therein by the holders requesting such registration and registration, (ii) second, the Preferred Registrable Securities requested to be included in such registration, pro rata among the holders of such securities Registrable Securities on the basis of the number of shares owned by each such holder, (B) second, the Registrable Securities and the Other Registrable Securities requested to be included in such registration, pro rata among the holders of all Registrable Securities and all Other Registrable Securities on the basis of the number of shares requested to be included in such registration by each such holder, and (Ciii) third, other securities requested to be included in such registration.

Priority on Secondary Registrations. If a Piggyback Registration is relates to an underwritten secondary registration on behalf of other holders of the Company's Registering Entity’s securities, and the managing underwriters advise the Company Registering Entity in writing that in their opinion the number of securities requested to be included in such registration exceeds the number which of securities that can be sold in an orderly manner such registration without adversely affecting the marketability or price per share of securities to be sold in such offering within a price range acceptable to the holders initially requesting such registrationoffering, the Company shall Registering Entity will include in such registration only such number of securities that in the registration opinion of such underwriters can be sold without such a material and adverse effect, which securities will be so included in the following order of priority: (Ai) first, the securities requested to be included therein by the holders requesting such registration and the Preferred Registrable Securities requested to be included in such registration, pro rata among the holders of such securities on the basis of the number of shares owned by each such holder, (B) second, the Registrable Securities and the Other Registrable Securities requested to be included in such registration, pro rata among the holders of all Registrable Securities and all Other Registrable Securities on the basis of the number of shares securities so requested to be included in such registration therein owned by each such holder, and (Cii) thirdsecond, other securities requested to be included in such registrationregistration pursuant to other registration rights agreements or otherwise.

Priority on Secondary Registrations. If a Piggyback Registration is an underwritten secondary registration on behalf of holders of the Company's securities, and the managing underwriters advise the Company in writing that in their opinion the number of securities requested to be included in such registration exceeds the number which can be sold in an orderly manner in such offering within a price range acceptable to without adversely affecting the holders initially requesting such registrationmarketability of the offering, the Company shall include in the such registration (Ai) first, the securities requested to be included therein by the holders requesting such registration and registration, (ii) second, the Preferred Investor Registrable Securities requested to be included in such registration, pro rata among the holders of such Investor Registrable Securities on the basis of the number of shares owned by each such holder, (iii) third, the Other Registrable Securities requested to be included in such registration, pro rata among the holders of such Registrable Securities on the basis of the number of shares owned by each such holder, and (iv) fourth, other securities requested to be included in such registration pro rata among the holders of such securities on the basis of the number of shares owned by each such holder, (B) second, the Registrable Securities and the Other Registrable Securities requested to be included in such registration, pro rata among the holders of all Registrable Securities and all Other Registrable Securities on the basis of the number of shares requested to be included in such registration by each such holder, and (C) third, other securities requested to be included in such registration.

Priority on Secondary Registrations. If a Piggyback Registration is done in compliance with an underwritten secondary registration on behalf of holders of the Company's securities’s securities (it being understood that Demand Registrations by or on behalf of holders of Registrable Securities are addressed in Section 2 rather than this Section 3(c)), and the Company will include in such registration all securities requested to be included in such registration; provided, that if the managing underwriters advise the Company in writing that that, in their opinion good faith opinion, the number of securities requested to be included in such registration exceeds the number which of Registrable Securities that can reasonably be expected to be sold in an orderly manner such offering without materially and adversely affecting the success of the offering (including the price, timing or distribution of the Registrable Securities to be sold in such offering within a price range acceptable to the holders initially requesting such registration, the Company shall include in the registration offering) (Ai) first, the securities requested to be included therein by the holders initially requesting such registration and the Preferred number of Registrable Securities requested to be included in such registrationregistration by the holders of Registrable Securities, pro rata among the respective holders thereof (including holders of such securities Registrable Securities) based on the basis of the number of shares such securities owned by each such holderholder at such time, and (Bii) second, the Registrable Securities and the Other Registrable Securities requested to be included in such registrationother securities, pro rata among the holders of all Registrable Securities and all Other Registrable Securities on the basis of the number of shares if any, requested to be included in such registration as may be determined by each such holder, and (C) third, other securities requested to be included the Company in such registrationits discretion.

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

Priority on Secondary Registrations. If a Piggyback Registration is an ----------------------------------- underwritten secondary registration on behalf of holders of the Company's securities, and the managing underwriters advise the Company in writing that in their opinion the number of securities requested to be included in such registration exceeds the number which can be sold in an orderly manner in such offering within a price range acceptable to the holders initially requesting such registrationMaximum Number, the Company shall will include in such registration the registration (A) first, the securities shares requested to be included therein by the holders requesting such registration and the Preferred Shelf Registrable Securities covered by Piggyback Registration Requests and any other securities requested to be included in such registration, pro rata among the holders of such securities on the basis of the number of shares owned by each such holder, (B) second, the Registrable Securities and the Other Registrable Securities requested to be included in such registration, pro rata among the holders of all Registrable Securities and all Other Registrable Securities thereof on the basis of the number of shares requested to be included in such registration; provided, -------- however, that if the holders requesting registration by each are doing so pursuant to ------- demand registration rights of such holderholders, such holders' shares shall take priority over any Shelf Registrable Securities and (C) third, any other securities requested to be included, which shall be included in such registrationon a pro rata basis.

Priority on Secondary Registrations. If a Piggyback Registration is an underwritten secondary registration on behalf of holders of the Company's securitiessecurities (which registration was consented to pursuant to Section 2(g) above), and the Company will include in such registration all securities requested to be included in such registration; provided, that if the managing underwriters advise the Company in writing that in their opinion the number of securities requested to be included in such registration exceeds the number which can be sold in an orderly manner in such offering within a price range acceptable to without adversely affecting the holders initially requesting such registrationmarketability of the offering, the Company shall will include in the such registration (Ai) first, the securities (other than Registrable Securities) requested to be included therein by the holders requesting such registration and registration, (ii) second, the Preferred Registrable Securities requested to be included in such registration, pro rata among the holders of such securities on the basis of the number of shares owned by each such holder, (B) second, the Registrable Securities and the Other Registrable Securities requested to be included in such registration, pro rata among the holders of all Registrable Securities and all Other Registrable Securities on the basis of the number of shares of Registrable Securities requested to be included in such registration therein by each such holder, and (Ciii) third, other securities requested to be included in such registration.

Priority on Secondary Registrations. If a Piggyback Registration is an underwritten secondary registration on behalf of holders of the Company's securitiessecurities (other than the parties hereto) who have been granted contractual demand registration rights, and the managing underwriters advise the Company company in writing that in their opinion the number of securities requested to be included in such registration exceeds the number which can be sold in an orderly manner in such offering within a price range acceptable to without adversely affecting the holders initially requesting such registrationmarketability of the offering, the Company shall will include in the such registration (Ai) firstFIRST, the securities requested to be included therein by the holders requesting such registration and the Preferred Registrable Securities requested to be included in such registration, pro rata among the holders of such securities on the basis of the number of shares owned by each such holder, (Bii) secondSECOND, the Registrable Securities and the Other Registrable Securities requested to be included in such registration, pro rata among the holders of all Registrable Securities and all Other Registrable Securities thereof on the basis of the number of shares requested to be included in such registration of Registrable Securities owned by each such holder, and (Ciii) thirdTHIRD, other securities requested to be included in such registrationregistration pro rata among the holders of such securities.

Priority on Secondary Registrations. If a Piggyback Registration is an underwritten underwritten, secondary registration on behalf of holders Holders of the Company's ’s securities, and the managing underwriters advise the Company in writing that in their good faith opinion the number of securities requested to be included in such registration exceeds the number which can be sold in an orderly manner in such offering within a price range acceptable to the holders initially requesting such registrationHolders on whose behalf the registration is being made, the Company shall include any securities to be sold in such registration in the registration following order: (Aa) first, the securities requested which such Holders propose to be included therein by sell, (b) second, the holders requesting such registration and the Preferred Registrable Securities requested to be included in such registrationregistration by the Holders in accordance with Section 1.1, provided, that if the managing underwriters determine in good faith that a lower number of Registrable Securities should be included, then the Company shall be required to include in such registration only that lower number of Registrable Securities, and such Holders shall participate in such registration on a pro rata among the holders of such securities on the basis of in accordance with the number of shares owned by each such holder, (B) second, the Registrable Securities and the Other Registrable Securities requested to be included in such registration, pro rata among the holders of all Registrable Securities and all Other Registrable Securities on the basis of the number of shares requested to be included in such registration by each such holderHolder, and (Cc) third, any other securities requested proposed to be included in such registration.

Priority on Secondary Registrations. If a Piggyback Registration is an underwritten secondary registration on behalf of any holders of Equity Securities (other than the Company's securitiesholders of Registrable Securities), by or through one or more underwriters and the managing underwriters advise the Company in writing that in their opinion good faith judgment the number of securities requested to be included in such registration exceeds the number which can be sold in an orderly manner in such offering within a price range acceptable to without materially and adversely affecting the holders initially requesting marketability of the offering, the Company will include in such registration, the Company shall include in the registration (Ai) firstFIRST, the securities requested proposed to be included therein sold by the holders requesting Person initiating such registration and registration, (ii) SECOND, the Preferred Registrable Securities requested to be included in such registrationregistration by the Purchasers and Equity Securities owned by such other securityholders exercising piggyback rights granted by the Company to such securityholders, pro rata among based on the holders ratio which the amount of such securities on the basis of the number of shares owned by each such holder, (B) second, the Registrable Equity Securities and the Other Registrable Securities requested to be included in such registration, pro rata among the holders of all Registrable Securities and all Other Registrable Securities on the basis of the number of shares requested to be included in such registration by each Purchaser or other securityholder bears to the total amount of Equity Securities requested to be included in such holder, registration by all such securityholders and (Ciii) thirdTHIRD, all other securities Equity Securities requested by other Persons to be included in such registration.

Priority on Secondary Registrations. If a Piggyback Registration is an underwritten secondary registration on behalf of holders of the CompanyRegistrant's securities, securities and the managing underwriters advise the Company Registrant in writing that in their opinion the number of securities requested to be included in such registration exceeds the number which can be sold in an orderly manner in such offering within a price range acceptable to without adversely affecting the holders initially requesting such registrationmarketability of the offering, the Company Registrant shall include in the such registration (Ai) first, the securities requested to be included therein by the holders requesting such registration and the Preferred number of Registrable Securities of the Registrant requested to be included in such registration, pro rata among the holders of such Registrable Securities on the basis of the number of such Registrable Securities owned by each such holder, and (ii) second, (if and to the extent permitted by the holders of a majority of the Manager Securities) other securities requested to be included in such registration, pro rata among the holders of such securities on the basis of the number of shares securities owned by each such holder, holder (B) second, to the Registrable Securities and the Other Registrable Securities requested extent permitted to be included so included, in such registration, pro rata among the holders case of all securities which are not Registrable Securities and all Other Registrable Securities on the basis of the number of shares requested to be included in such registration by each such holder, and (C) third, other securities requested to be included in such registrationSecurities).

Priority on Secondary Registrations. If a Piggyback Registration is an underwritten secondary registration on behalf of holders of the Company's securitiessecurities other than holders of Registrable Securities (it being understood that secondary registrations on behalf of holders of Registrable Securities are addressed in SECTION 1 above rather than this SECTION 2(d)), and the managing underwriters advise the Company in writing that that, in their opinion opinion, the number of securities requested to be included in such registration exceeds the number which can be sold in an orderly manner in such offering within a price range acceptable to the holders initially requesting of a majority of the Investor Registrable Securities to be included in such registration, then the Company shall include in the such registration (Ai) first, the securities requested to be included therein by the holders requesting such registration and registration, (ii) second, the Preferred Registrable Securities requested to be included in such registration, pro rata among the holders of such securities on the basis of the number of shares owned by each such holder, (B) second, the Registrable Securities and the Other Registrable Securities requested to be included in such registration, pro rata among the holders of all Registrable Securities and all Other Registrable Securities on the basis of the number of shares requested to be included in such registration or units owned by each such holder, and (Ciii) third, the other securities requested to be included in such registration.

Priority on Secondary Registrations. If a Piggyback Registration is an underwritten secondary registration on behalf of holders of the Company's securities, and the managing underwriters advise the Company in writing that in their opinion the number of securities requested to be included in such registration exceeds the number which can be sold in an orderly manner in such offering within a price range acceptable to the holders initially requesting such registrationMaximum Number, the Company shall will include in such registration the registration (A) first, the securities shares requested to be included therein by the holders requesting such registration and the Preferred Shelf Registrable Securities and Demand Offering Securities covered by Piggyback Registration Requests and any other securities requested to be included in such registration, pro rata among the holders of such securities on the basis of the number of shares owned by each such holder, (B) second, the Registrable Securities and the Other Registrable Securities requested to be included in such registration, pro rata among the holders of all Registrable Securities and all Other Registrable Securities thereof on the basis of the number of shares requested to be included in such registration; provided, however, that if the holders requesting registration by each are doing so pursuant to demand registration rights of such holderholders, such holders' shares shall take priority over any Shelf Registrable Securities and (C) third, Demand Offering Securities and any other securities requested to be included, which shall be included on a pro rata basis, subject to the proviso set forth in such registrationSection 3.6(b)(ii)(B).

Priority on Secondary Registrations. If a Piggyback Registration is an underwritten secondary registration on behalf of holders a holder of the Company's securities’s securities other than Registrable Securities, and the managing underwriters underwriter(s) advise the Company in writing that in their opinion the number of securities requested to be included in such registration exceeds the largest number which that can be sold in such offering and/or that the number of Registrable Securities proposed to be included in any such registration would have an orderly manner adverse effect on the offering, including the price per share at which the Company’s equity securities can be sold in such offering within a price range acceptable to the holders initially requesting such registrationoffering, the Company shall include in the such registration (Ai) first, the securities requested to be included therein by the holders requesting such registration and registration, together with the Preferred Registrable Securities requested to be included therein by the Shareholders, pro rata among (A) the holders of securities requesting such registration and (B) the Shareholders of such Registrable Securities, in each case, on the basis of the number of Registrable Securities requested to be registered by such Shareholders or holders of securities, as applicable, (ii) second, securities the Company proposes to sell and (iii) third, other securities requested to be included in such registration, registration pro rata among the holders of such securities on the basis of the number of shares owned by each such holder, (B) second, the Registrable Securities and the Other Registrable Securities requested to be included registered by such holders or as such holders may otherwise agree in such registration, pro rata among the holders of all Registrable Securities and all Other Registrable Securities on the basis of the number of shares requested to be included in such registration by each such holder, and (C) third, other securities requested to be included in such registrationwriting.

Priority on Secondary Registrations. If a Piggyback Registration is ----------------------------------- an underwritten secondary registration on behalf of holders of the Company's securities, and the managing underwriters advise the Company in writing that in their opinion the number of securities requested to be included in such registration exceeds the number which can be sold in an orderly manner in such offering within a price range acceptable to the holders initially requesting such registrationMaximum Number, the Company shall will include in such registration the registration (A) first, the securities shares requested to be included therein by the holders requesting such registration and the Preferred Demand Registrable Securities covered by Piggyback Registration Requests and any other securities requested to be included in such registration, pro rata among the holders of such securities on the basis of the number of shares owned by each such holder, (B) second, the Registrable Securities and the Other Registrable Securities requested to be included in such registration, pro rata among the holders of all Registrable Securities and all Other Registrable Securities thereof on the basis of the number of shares requested to be included in such registration; provided, -------- however, that if the holders requesting registration by each are doing so pursuant to ------- demand registration rights of such holderholders, such holders' shares shall take priority over any Demand Registrable Securities and (C) third, any other securities requested to be included, which shall be included in such registrationon a pro rata basis.

Priority on Secondary Registrations. If a Piggyback Registration is relates to an underwritten secondary registration on behalf public offering of securities by holders of the Company's securities, securities and the managing underwriters underwriter(s) advise the Company in writing that in their opinion the number of securities requested to be included in such registration exceeds the number which that can be sold in an orderly manner in such offering within a price range acceptable to the holders initially requesting such registration, the Company shall will include in the such registration (Ai) first, the securities requested to be included therein by the holders requesting such registration and registration; (ii) second, the Preferred Registrable Securities requested to be included in such registration, pro rata among the Holders based on the ratio of the number of shares of Registrable Securities that each such Holder has requested the Company include in such resignation over the total number of shares of Registrable Securities requested to be included in such registration; and (iii) third, other securities requested to be included in such registration, pro rata among the holders of such securities based on the basis ratio of the number of shares owned by such other securities that each such holder, (B) second, Holder has requested the Registrable Securities and the Other Registrable Securities requested to be included in such registration, pro rata among the holders of all Registrable Securities and all Other Registrable Securities on the basis of the number of shares requested to be included Company include in such registration by each such holder, and (C) third, over the total number of other securities requested to be included in such registration.

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

Priority on Secondary Registrations. If a Piggyback Registration is an underwritten secondary registration on behalf of holders of the Company's securities’s securities (including any Demand Registration), and the managing underwriters advise the Company in writing that that, in their opinion opinion, the number of securities requested to be included in such registration exceeds the number which that can be sold in an orderly manner in such offering within a price range acceptable to the holders initially requesting of a majority of the Registrable Securities to be included in such registration, then the Company shall include in the such registration (Aa) first, the securities requested to be included therein by the holders requesting such registration and the Preferred any other Registrable Securities requested to be included in such registration, in each case that, in the opinion of such underwriters, can be sold in an orderly manner within the price range of such offering (if any), pro rata among the holders of such securities and the holders of any other Registrable Securities requesting inclusion in such Piggyback Registration on the basis of the number of shares Registrable Securities owned by each such holder, holder and (Bb) second, the Registrable Securities and the Other Registrable Securities requested to be included in such registration, pro rata among the holders of all Registrable Securities and all Other Registrable Securities on the basis of the number of shares requested to be included in such registration by each such holder, and (C) third, other securities requested to be included in such registrationregistration that, in the opinion of such underwriters, can be sold in an orderly manner within the price range of such offering (if any).

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

Priority on Secondary Registrations. If a Piggyback Registration is relates to an underwritten secondary registration on behalf public offering of securities by holders of the Company's securities, Company securities and the managing underwriters underwriter(s) advise the Company in writing that in their opinion the number of securities requested to be included in such registration exceeds the number which that can be sold in an orderly manner in such offering within a price range acceptable to the holders initially requesting such registration, the Company shall will include in the such registration (Ai) first, the securities requested to be included therein by the holders requesting such registration and registration; (ii) second, the Preferred Registrable Securities requested to be included in such registration, pro rata among the Holders, based on the ratio of the number of Registrable Securities that each such Holder has requested the Company to include in such registration over the total number of Registrable Securities requested to be included in such registration by the Holders; and (iii) third, other securities requested to be included in such registration, pro rata among the holders of such securities based on the basis ratio of the number of shares owned by such other securities that each such holder, (B) second, holder has requested the Registrable Securities and the Other Registrable Securities requested to be included in such registration, pro rata among the holders of all Registrable Securities and all Other Registrable Securities on the basis of the number of shares requested to be included Company include in such registration by each such holder, and (C) third, over the total number of other securities requested to be included in such registration.

Priority on Secondary Registrations. If a Piggyback Registration is an underwritten secondary registration on behalf of holders a holder of the Company's securitiessecurities other than Registrable Securities, and the managing underwriters underwriter(s) advise the Company in writing that in their opinion the number of securities requested to be included in such registration exceeds the largest number which that can be sold in such offering and/or that the number of Registrable Securities proposed to be included in any such registration would have an orderly manner adverse effect on the offering, including the price per share at which the Company's equity securities can be sold in such offering within a price range acceptable to the holders initially requesting such registrationoffering, the Company shall include in the such registration (Ai) first, the securities requested to be included therein by the holders requesting such registration and registration, together with the Preferred Registrable Securities requested to be included therein by the Shareholders, pro rata among (A) the holders of securities requesting such registration and (B) the Shareholders of such Registrable Securities, in each case, on the basis of the number of Registrable Securities requested to be registered by such Shareholders or holders of securities, as applicable, (ii) second, securities the Company proposes to sell and (iii) third, other securities requested to be included in such registration, registration pro rata among the holders of such securities on the basis of the number of shares owned by each such holder, (B) second, the Registrable Securities and the Other Registrable Securities requested to be included registered by such holders or as such holders may otherwise agree in such registration, pro rata among the holders of all Registrable Securities and all Other Registrable Securities on the basis of the number of shares requested to be included in such registration by each such holder, and (C) third, other securities requested to be included in such registrationwriting.

Priority on Secondary Registrations. If a Piggyback Registration is ----------------------------------- an underwritten secondary registration on behalf of holders of the Company's securities, and the managing underwriters advise the Company in writing that in their opinion the number of securities requested to be included in such registration exceeds the number which can be sold in an orderly manner in such offering within a price range acceptable to the holders initially requesting such registrationMaximum Number, the Company shall will include in such registration the registration (A) first, the securities shares requested to be included therein by the holders requesting such registration and the Preferred Piggyback Registrable Securities covered by Piggyback Registration Requests and any other securities requested to be included in such registration, pro rata among the holders of such securities on the basis of the number of shares owned by each such holder, (B) second, the Registrable Securities and the Other Registrable Securities requested to be included in such registration, pro rata among the holders of all Registrable Securities and all Other Registrable Securities thereof on the basis of the number of shares requested to be included in such registration; provided, -------- however, that if the holders requesting registration by each are doing so pursuant to ------- demand registration rights of such holderholders, such holders' shares shall take priority over any Piggyback Registrable Securities and (C) third, any other securities requested to be included, which shall be included in such registrationon a pro rata basis.

Priority on Secondary Registrations. If a Piggyback Registration is an underwritten secondary registration on behalf of holders of the Company's securities’s securities other than holders of Providence Registrable Securities, and the managing underwriters advise the Company in writing that that, in their opinion opinion, the number of securities requested to be included in such registration exceeds the number which can be sold in an orderly manner in such offering within a price range acceptable to the holders initially requesting of a majority of the Providence Registrable Securities to be included in such registration, then the Company shall include in the such registration (Ai) first, the securities requested to be included therein by the holders requesting such registration and registration, (ii) second, the Preferred Providence Registrable Securities requested to be included in such registrationregistration and the holders of any Other Securities not included in clause (i) above, pro rata among the holders of such securities Providence Registrable Securities and the holders of such Other Securities on the basis of the number of shares owned by each such holder, (B) second, the Registrable Securities and the Other Registrable Securities holder that requested to be included in such registration, pro rata among the holders of all Registrable Securities and all Other Registrable Securities on the basis of the number of shares requested to be included in such registration by each such holder, and (Ciii) third, third any other securities requested to be included in such registration.

Priority on Secondary Registrations. If a Piggyback Registration is relates to an underwritten secondary registration on behalf public offering of securities by holders of the Company's securities, securities and the managing underwriters underwriter(s) advise the Company in writing that in their opinion the number of securities requested to be included in such registration exceeds the number which that can be sold in an orderly manner in such offering within a price range acceptable to the holders initially requesting such registration, the Company shall will include in the such registration (Ai) first, the securities requested to be included therein by the holders requesting such registration and registration; (ii) second, the Preferred Registrable Securities requested to be included in such registration, pro rata among the Holders based on the ratio of the number of shares of Registrable Securities that each such Holder has requested the Company include in such registration over the total number of shares of Registrable Securities requested to be included in such registration; and (iii) third, other securities requested to be included in such registration, pro rata among the holders of such securities based on the basis ratio of the number of shares owned by such other securities that each such holder, (B) second, Holder has requested the Registrable Securities and the Other Registrable Securities requested to be included in such registration, pro rata among the holders of all Registrable Securities and all Other Registrable Securities on the basis of the number of shares requested to be included Company include in such registration by each such holder, and (C) third, over the total number of other securities requested to be included in such registration.

Priority on Secondary Registrations. If a Piggyback Registration is an underwritten secondary registration on behalf of holders of the Company's ’s securities, and the managing underwriters advise the Company in writing that that, in their opinion opinion, the number of securities requested to be included in such registration exceeds the number which can be sold in an orderly manner in such offering within a price range acceptable to the holders Company and the Holders initially requesting such registration, the Company shall be entitled to cut-back the number of securities in such registration and include in the such registration (Ai) first, any securities proposed to be sold by any shareholders of the Company exercising any existing demand registration rights; and (ii) second, the Registrable Securities and other securities of the Company requested to be included therein by the holders requesting such registration Holders and other shareholders of the Preferred Company exercising Piggyback Registration rights. The number of Registrable Securities requested to and other securities of the Company that may be included in such registration, pro rata the registration on behalf of the Holders and other shareholders exercising Piggyback Registration rights shall be allocated among the holders all of such securities on Holders and other shareholders who are exercising Piggyback Registration rights, in proportion, as nearly as practicable, to the basis respective amounts of the number of shares owned by each such holder, (B) second, the Registrable Securities and the Other Registrable Securities requested to be included in such registration, pro rata among the holders of all Registrable Securities and all Other Registrable Securities on the basis of the number of shares requested to be included in such registration by other securities which each such holder, and (C) third, other securities requested Holder requests to be included in such registration.

Priority on Secondary Registrations. If a Piggyback Registration is an underwritten secondary registration on behalf of other holders of the CompanyRanger's securities, and the managing underwriters advise the Company Ranger in writing that in their opinion the number of securities requested to be included in such registration exceeds the number which can be sold in an orderly manner in such offering within a price range acceptable to without adversely affecting the holders initially requesting such registrationmarketability of the offering, the Company Ranger shall include in the such registration (A) first, the securities requested to be included therein by of the holders requesting such on whose behalf the registration and is initially being made, second, the Preferred Registrable Securities Purchase Shares requested to be included in such registration, pro rata among the holders of such securities on the basis of the number of shares owned by each such holder, (B) secondthird, the Registrable Securities and the Other Registrable Securities requested to be included in such registration, pro rata among the holders of all Registrable Securities and all Other Registrable Securities on the basis of the number of shares Investor Purchase Shares requested to be included in such registration by each such holderand fourth, and (C) third, any other securities requested to be included in such registration. If less than all of the Securities Purchase Shares or Investor Purchase Shares, respectively, may be so included, the number of such Shares, if any, included in the Piggyback Registration shall be allocated pro rata among the holders of such Shares on the basis of the number of such Shares requested by each such holder to be included therein.

Priority on Secondary Registrations. If a Piggyback Registration is an underwritten secondary registration on behalf of holders of the Company's ’s securities, and the managing underwriters advise the Company in writing that in their opinion the number of securities requested to be included in such registration exceeds the number which can be sold in an orderly manner in such offering within a price range acceptable to without adversely affecting the holders initially requesting such registrationmarketability of the offering, the Company shall include in the such registration (Ai) first, the securities requested to be included therein by the holders requesting such registration and registration, (ii) second, the Preferred Registrable Securities requested to be included in such registration, pro rata among the holders of such securities Registrable Shares on the basis of the number of shares Registrable Shares owned by each such holder, (Biii) secondthird, the Registrable Securities and the Other any other Registrable Securities requested to be included in such registration, pro rata among the holders of all Registrable Securities and all Other such Registrable Securities on the basis of the number of shares requested to be included in such registration owned by each such holder, holder and (Civ) thirdfourth, other securities requested to be included in such registration; provided that in any event the holders of Registrable Securities shall not be cut back to less than 25% of the total offering, and only after all other holders are first cut back in total.

Priority on Secondary Registrations. If a Piggyback Registration is an underwritten secondary registration on behalf of holders of the CompanyCorporation's securities, 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 which can be sold in an orderly manner such offering without adversely affecting the marketability of the offering, the Corporation will include in such offering within a price range acceptable to registration only the holders initially requesting amount of securities which the managing underwriters have advised can be sold, and will allocate such registration, the Company shall include in the registration amount as follows: (Ai) first, to securities held by Persons with contractual demand registration rights outstanding on the securities date hereof, if such Persons have requested such secondary registration; (ii) second, to be included therein by the holders requesting such registration and the Preferred Registrable Securities requested to be included in such registration, pro rata among the holders of such registration and any securities on the basis of the number of shares owned by each such holder, (B) second, the Registrable Securities and the Other Registrable Securities requested to be included in such registrationtherein by other Persons with contractual piggyback registration rights, pro rata among the holders of all Registrable Securities and all Other Registrable Securities on the basis of the number of shares requested to be included in therein by such registration by each such holder, Persons and holders of Registrable Securities; and (Ciii) third, to any other securities requested to be included in such registration.

Priority on Secondary Registrations. If a Piggyback Registration is an underwritten secondary registration on behalf of holders of the Company's securities, and the managing underwriters advise the Company in writing that in their opinion the number of securities requested to be included in such registration exceeds is such that the number which can success of the offering would be materially and adversely affected, the Company will include any securities to be sold in an orderly manner in such offering within a price range acceptable to the holders initially requesting such registration, the Company shall include registration in the registration following order: (Ai) firstFIRST, the securities requested which such holders propose to be included therein by sell, (ii) SECOND, the holders requesting such registration and the Preferred Registrable Securities requested to be included in such registrationregistration by the Piggyback Holders in accordance with Section 3.1, PROVIDED that if the managing underwriters determine in good faith that a lower number of Registrable Securities should be included, then the Company shall be required to include in such registration only that lower number of Registrable Securities, and the Piggyback Holders shall participate in such registration on a pro rata among the holders of such securities on the basis of in accordance with the number of shares owned by each such holder, (B) second, the Registrable Securities and the Other Registrable Securities requested to be included in such registration, pro rata among the holders of all Registrable Securities and all Other Registrable Securities on the basis of the number of shares requested to be included in such registration by each such holderPiggyback Holder, and (Ciii) thirdTHIRD, any other securities requested proposed to be included in such registration.. REGISTRATION RIGHTS AGREEMENT

Priority on Secondary Registrations. If a Piggyback Registration is an underwritten secondary registration on behalf of holders of the Company's securities, securities and the managing underwriters advise the Company in writing that in their opinion the number of securities requested to be included in such registration exceeds the number which can be sold in an orderly manner in such offering within a price range acceptable to without adversely affecting the holders initially requesting such registrationmarketability of the offering, the Company shall include in the such registration (Ai) firstFIRST, the securities requested to be included therein by the holders requesting such registration and the Preferred Investor Registrable Securities requested to be included in such registration, pro rata among the holders of such securities on the basis of the number of shares securities owned by each such holder (PROVIDED THAT the number of Investor Registrable Securities included in such registration pursuant to this clause (i) does not exceed the then-current value of the Investor Priority, which number of Investor Registrable Securities included pursuant to this clause (i) shall be allocated pro rata among the respective holders thereof on the basis of the number of Investor Registrable Securities owned by each such holder), and (Bii) secondSECOND, the any other Investor Registrable Securities, Other Registrable Securities and the Other Registrable Securities other securities requested to be included in such registration, pro rata among the respective holders of all Registrable Securities and all Other Registrable Securities thereof on the basis of the number of shares requested to be included in such registration securities owned by each such holder, and (C) third, other securities requested holder immediately prior to be included in such registration.

Priority on Secondary Registrations. If a Piggyback Registration is an underwritten secondary registration on behalf of holders of the Company's securities, and the managing underwriters advise the Company in writing that in their opinion the number of securities requested to be included in such registration exceeds the number which can be sold in an orderly manner in such offering within a price range acceptable to the holders initially requesting such registration, the Company shall include in the such registration (Ai) first, the securities requested to be included therein by the holders requesting such registration, (ii) second, pro rata among the holders of the Registrable Securities to the extent requested to be included in such registration and the holders of securities requested to be included in such registration by persons having registration rights under the Registration Agreement among the Company and the purchasers of its Class M Redeemable Voting Convertible Preferred Registrable Securities Stock to the extent requested to be included in such registration, and (iii) third, any other securities requested to be included in such registration, pro rata among the holders of such securities on the basis of the number of shares owned by each such holder, (B) second, the Registrable Securities and the Other Registrable Securities requested to be included in such registration, pro rata among the holders of all Registrable Securities and all Other Registrable Securities on the basis of the number of shares requested to be included in such registration by each such holder, and (C) third, other securities requested to be included in such registration.

Priority on Secondary Registrations. If a Piggyback Registration is an underwritten secondary registration on behalf of holders of the Company's securitiesOther Registrable Securities, and the managing underwriters advise the Company in writing that in their opinion the number of securities requested to be included in such registration exceeds the number which can be sold in an orderly manner in such offering within a price range acceptable to the holders initially requesting of a majority of the Registrable Securities to be included in such registration, the Company shall include in the such registration (Ai) first, the securities requested to be included therein by the holders of Other Registrable Securities requesting such registration registration, (ii) second, Investor Registrable Securities and the Preferred Management Registrable Securities requested to be included in such registration, pro rata among the holders of such securities Investor Registrable Securities and Management Registrable Securities on the basis of the number of shares owned by each such holderholders; and (iii) third, (B) second, the Registrable Securities and the any non-requesting Other Registrable Securities requested to be included in such registration, pro rata among the holders of all Registrable Securities and all Other Registrable Securities thereof on the basis of the number of shares requested to be included in such registration by each such holder, and (C) third, other their securities requested to be included in such registrationtherein.

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

Priority on Secondary Registrations. If a Piggyback Registration is an underwritten secondary registration on behalf of holders of the Company's securities, and the managing underwriters advise the Company in writing that that, in their opinion opinion, the number of securities requested to be included in such registration exceeds the number which can be sold in an orderly manner in such offering within a price range acceptable to the holders Company and the Holders initially requesting such registration, the Company shall be entitled to cut-back the number of securities in such registration and include in the such registration (Ai) first, any securities proposed to be sold by any shareholders of the Company exercising any existing demand registration rights; and (ii) second, the Registrable Securities and other securities of the Company requested to be included therein by the holders requesting such registration Holders and other shareholders of the Preferred Company exercising Piggyback Registration rights. The number of Registrable Securities requested to and other securities of the Company that may be included in such registration, pro rata the registration on behalf of the Holders and other shareholders exercising Piggyback Registration rights shall be allocated among the holders all of such securities on Holders and other shareholders who are exercising Piggyback Registration rights, in proportion, as nearly as practicable, to the basis respective amounts of the number of shares owned by each such holder, (B) second, the Registrable Securities and the Other Registrable Securities requested to be included in such registration, pro rata among the holders of all Registrable Securities and all Other Registrable Securities on the basis of the number of shares requested to be included in such registration by other securities which each such holder, and (C) third, other securities requested Holder requests to be included in such registration.

Priority on Secondary Registrations. If In the event a Piggyback Piggy-Back Registration is an underwritten secondary registration on behalf of holders of the Company's securities, and the managing underwriters advise the Company in writing that in their opinion the number of securities requested to be included in such registration exceeds the number which can be sold in an orderly manner in such offering within a price range acceptable to the holders initially requesting such registrationMaximum Number, the Company shall will include in such registration the registration (A) first, the securities shares requested to be included therein by the holders requesting such registration and the Preferred Registrable Securities covered by Piggy-Back Registration requests and any other securities requested to be included in such registration, pro rata among the holders of such securities on the basis of the number of shares owned by each such holder, (B) second, the Registrable Securities and the Other Registrable Securities requested to be included in such registration, pro rata among the holders of all Registrable Securities and all Other Registrable Securities thereof on the basis of the number of shares requested to be included in such registration; PROVIDED, HOWEVER, that if the holders requesting registration by each are doing so pursuant to demand registration rights of such holderholders, such holders' shares shall take priority over any Registrable Securities and (C) third, any other securities requested to be included, which shall be included in such registrationon a pro rata basis.

Priority on Secondary Registrations. If a Piggyback Registration is an underwritten secondary registration on behalf of holders of the Company's securities’s securities (other than the Shareholder) for the benefit of which the Shareholder has consented to priority registration rights, and the managing underwriters advise the Company in writing that in their opinion the number of securities requested to be included in such registration exceeds the number which can be sold in an orderly manner in such offering within a price range acceptable to without adversely affecting the holders initially requesting such registrationmarketability of the offering, the Company shall will include in the registration (Ai) first, first the securities requested to be included therein by in the registration statement on behalf of the other holders requesting of the Company’s securities, and if all such registration and securities are included in such registration, then (ii) second, the Preferred Registrable Securities requested to be included in such registration. To the extent that the managing underwriters determine that additional securities may be included in such registration, pro rata among the holders such additional securities shall be comprised of such securities on the basis of the number of shares owned by each such holder, (Bi) secondfirst, the Registrable Securities and the Other Registrable Securities requested to be included in such registration, registration (subject to pro rata among reduction along with other holders with pari passu registration rights), and (ii) second, if all of the holders of all Registrable Securities and all Other Registrable Securities on the basis of the number of shares requested to be included in such registration by each such holder, and (C) thirdare so included, other securities requested or permitted to be included in such registration.

Priority on Secondary Registrations. If Subject to Section 3.3 hereof, if a Piggyback Registration is an underwritten secondary registration on behalf of holders of the Company's securities, and the managing underwriters advise the Company in writing that in their opinion the number of securities requested to be included in such registration exceeds the number which can be sold in an orderly manner in such offering within a price range acceptable to without adversely affecting the holders initially requesting such registrationmarketability of the offering, the Company shall include in the such registration (Aa) first, the securities requested to be included therein by the holders requesting such registration and the Preferred Registrable Securities requested to be included in such registration, pro rata among the holders of such securities on the basis of (based upon the number of shares owned by each securities requested to be included) until such holderRegistrable Securities constitute 25% of the securities being registered, (Bb) second, the securities requested to be included therein by the holders requesting such registration, and the Registrable Securities requesting to be included in such registration, in equal amounts between (i) the holders requesting such registration on the one hand and (ii) the Other holders of Registrable Securities on the other hand, and (c) other securities requested to be included in such registration, pro rata among the holders of all Registrable Securities and all Other Registrable Securities on the basis of the number of shares requested to be included in such registration by each such holder, and (C) third, other securities requested to be included in such registration.securities..

Priority on Secondary Registrations. If a Piggyback Registration is an underwritten secondary registration on behalf of holders of the Company's securities, ’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 the registration exceeds the number which can be sold in an orderly manner in such offering within a price range acceptable to without adversely affecting the holders initially requesting marketability of such registrationoffering, the Company shall will include in the such registration (A) first, the equity securities requested to be included therein by the holders requesting such registration and the Preferred Series A Registrable Securities requested to be included in such registration, pro rata among the holders of such equity securities and Series A Registrable Securities on the basis of the total number of shares equity securities and Series A Registrable Securities owned by each such holder, (B) second, the Registrable Securities and (other than the Other Series A Registrable Securities Securities) requested to be included in such registration, pro rata among the holders of all Registrable Securities and all Other such Registrable Securities on the basis of the total number of shares Registrable Securities owned by each such holder, and third, other equity securities requested to be included in such registration to be allocated pro rata among the holders thereof on the basis of the number of such equity securities owned by each such holder, and (C) third, other securities requested to be included in such registration.

Priority on Secondary Registrations. If a Piggyback Registration is an underwritten secondary registration on behalf of holders of the Company's securitiesOther Registrable Securities, and the managing underwriters advise the Company in writing that in their opinion the number of securities requested to be included in such registration exceeds the number which can be sold in an orderly manner in such offering within a price range acceptable to the holders initially requesting of a majority of the Registrable Securities to be included in such registration, the Company shall include in the such registration (Ai) first, the securities requested to be included therein by the holders of Other Registrable Securities requesting such registration and registration, (ii) second, the Preferred Investor Registrable Securities requested to be included in such registration, pro rata among the holders of such securities Investor Registrable Securities on the basis of the number of shares owned by each such holderholders; and (iii) third, (B) second, the Registrable Securities and the any non-requesting Other Registrable Securities requested to be included in such registration, pro rata among the holders of all Registrable Securities and all Other Registrable Securities thereof on the basis of the number of shares requested to be included in such registration by each such holder, and (C) third, other their securities requested to be included in such registrationtherein.

Priority on Secondary Registrations. If a Piggyback Registration is an underwritten secondary registration on behalf of holders of the Company's securitiesOther Registrable Securities, and if the managing underwriters advise the Company in writing that in their opinion the number of securities requested to be included in such registration exceeds the number which can be sold which, in an orderly manner in such their sole discretion, is compatible with the success of the offering within a price range acceptable to the holders initially requesting of a majority of the Other Registrable Securities to be included in such registration, the Company shall include in the such registration (Ai) first, the securities requested to be included therein by the holders of Other Registrable Securities requesting such registration, (ii) second, the Investor Registrable Securities and any Other Registrable Securities with piggyback registration and rights pari passu with the Preferred Investor Registrable Securities requested to be included in such registration, pro rata among the holders of such securities Investor Registrable Securities and other Registrable Securities on the basis of the number of shares owned by each such holderholders; and (iii) third, (B) second, the Registrable Securities and the any non-requesting Other Registrable Securities requested to be included in such registration, pro rata among the holders of all Registrable Securities and all Other Registrable Securities thereof on the basis of the number of shares requested to be included in such registration by each such holder, and (C) third, other their securities requested to be included in such registrationtherein.

Priority on Secondary Registrations. If a Piggyback Registration is an underwritten secondary registration on behalf of holders a holder of the Company's ’s securities, and the managing underwriters advise the Company in writing that in their opinion the number of securities requested to be included in such registration exceeds the number which can be sold in an orderly manner any potential offering and/or that the number of Registrable Securities proposed to be included in any such offering within a registration would adversely affect the price range acceptable per share of the Company’s equity securities to the holders initially requesting such registrationbe sold in any potential offering, the Company shall include in the such registration (Ai) first, the securities requested to be included therein in such registration by the holders requesting such registration and registration, (ii) second, the Preferred Registrable Securities requested to be included in such registrationregistration by Holders that are not Affiliates of the Company, pro rata among the holders of such securities Holders on the basis of the number of shares owned securities requested to be registered by each such holderHolders, and (Biii) secondthird, the Registrable Securities and the Other Registrable Securities requested to be included in such registrationregistration by Holders that are Affiliates of the Company, pro rata among the holders of all Registrable Securities and all Other Registrable Securities such Holders on the basis of the number of shares requested to be included in such registration by each such holder, and (C) third, other securities requested to be included in registered by such registrationHolders.

Priority on Secondary Registrations. If a Piggyback Registration is an underwritten secondary registration on behalf of holders of the Company's securitiessecurities other than holders of Registrable Securities (it being understood that secondary registrations on behalf of holders of Registrable Securities are addressed in SECTION 1 above rather than this SECTION 2(d)), and the managing underwriters advise the Company in writing that that, in their opinion opinion, the number of securities requested to be included in such registration exceeds the number which can be sold in an orderly manner in such offering within a price range acceptable to the holders initially requesting of a majority of the Registrable Securities to be included in such registration, then the Company shall include in the such registration (Ai) first, the securities requested to be included therein by the holders requesting such registration and registration, (ii) second, the Preferred Registrable Securities requested to be included in such registration, pro rata among the holders of such securities on the basis of the number of shares owned by each such holder, (B) second, the Registrable Securities and the Other Registrable Securities requested to be included in such registration, pro rata among the holders of all Registrable Securities and all Other Registrable Securities on the basis of the number of shares requested to be included in such registration or units owned by each such holder, and (Ciii) third, the other securities requested to be included in such registration.

Priority on Secondary Registrations. If a Piggyback Registration is an underwritten secondary registration on behalf of holders of the Company's securities, and the managing underwriters advise the Company in writing that in their opinion the number of securities requested to be included in such registration exceeds the number which can be sold in an orderly manner in such offering within a price range acceptable to without adversely affecting the holders initially requesting such registrationmarketability of the offering, the Company shall include in the such registration (Ai) first, the securities Registrable Securities requested to be included therein by holders exercising demand registration rights, (ii) second, the APT Securities requested to be included therein by the holders of the APT Securities requesting such registration and the Preferred Registrable Securities requested to be included in such registration, pro rata among the holders of such securities APT Securities on the basis of the number of shares owned by each such holder, (Biii) secondthird, the securities requested to be included therein by the holders of the Registrable Securities and (including the Other Registrable Securities requested CRW Securities) requesting to be included in such registration, pro rata among the holders of all Registrable Securities and all Other such Registrable Securities on the basis of the number of shares requested to be included in such registration owned by each such holder, and (Civ) thirdfourth, other securities requested to be included in such registration.

Priority on Secondary Registrations. If a Piggyback Registration is an underwritten secondary registration on behalf of any holders of the Company's securitiessecurities (other than the holders of Registrable Securities), by or through one or more underwriters and the managing underwriters advise the Company in writing that in their opinion good faith judgment the number of securities requested to be included in such registration exceeds the number which can be sold in an orderly manner in such offering within a price range acceptable to without materially and adversely affecting the holders initially requesting marketability of the offering, the Company will include in such registration, the Company shall include in the registration (Ai) first, the securities requested proposed to be included therein sold by the holders requesting Person initiating such registration and registration, (ii) second, the Preferred Registrable Securities requested to be included in such registrationregistration by the Investors and Company Equity Securities owned by such other securityholders exercising the piggyback rights granted by the Company to such securityholders pursuant to the Stockholders Agreement, pro rata among based on the holders ratio which the amount of such securities on the basis of the number of shares owned by each such holder, (B) second, the Registrable Company Equity Securities and the Other Registrable Securities requested to be included in such registration, pro rata among the holders of all Registrable Securities and all Other Registrable Securities on the basis of the number of shares requested to be included in such registration by each such holder, Investor or other securityholder bears to the total amount of Company Equity Securities requested to be included in such registration by all such securityholders and (Ciii) third, all other securities Company Equity Securities requested by other Persons to be included in such registration.

Priority on Secondary Registrations. If a Piggyback Registration is an underwritten secondary registration on behalf of holders of the Company's securitiessecurities (other than a Demand Registration requested by the holders of Registrable Securities pursuant to Section 2), and the managing underwriters advise the Company in writing that in their opinion the number of securities requested to be included in such registration exceeds the number which can be sold in an orderly manner in such offering within a price range acceptable to the holders initially requesting of a majority of the Registrable Securities to be included in such registration, the Company shall include in such registration the registration maximum number that the managing underwriters advise, in the following priority: (Ai) first, the securities requested to be included therein by the holders requesting such registration and registration, (ii) second, the Preferred Registrable Securities requested to be included in such registration, pro rata among the holders of such securities on the basis of the number of shares owned by each such holder, (B) second, the Registrable Securities and the Other Registrable Securities requested to be included in such registration, pro rata among the holders of all Registrable Securities and all Other Registrable Securities on the basis of the number of shares Registrable Securities owned by each such holder, and (iii) third, securities other than Registrable Securities requested to be included in such registration which in the opinion of such underwriters can be sold without adverse effect, pro rata among the holders of such securities on the basis of the number of such securities owned by each such holder, and (C) third, other securities requested to be included in such registration.

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

Priority on Secondary Registrations. If a Piggyback Registration is an underwritten secondary registration on behalf of holders of the Company's securitiessecurities other than the holders of Registrable Securities (a "Secondary Registration"), and the managing underwriters advise the Company in writing that (with a copy to each Selling Holder) that, in their opinion opinion, the number of securities requested to be included in such registration exceeds the number which can be sold in an orderly manner in such offering within a price range acceptable to without adversely affecting the holders initially requesting such registrationmarketability of the offering, the Company shall include in the such registration (Ai) first, the securities requested to be included therein by the holders requesting such registration registration, and (ii) second, the Preferred Registrable Securities requested to be included in such registrationregistration and any other securities requested to be included in such Registration. If less than all Registrable Securities requested to be included in the Secondary Registration may be so included, the number of Registrable Securities and any such other securities, if any, included in the Secondary Registration shall be allocated pro rata among the holders of the Registrable Securities and such other securities on the basis of the number of shares owned Registrable Securities and such other securities requested by each such holder, (B) second, the Registrable Securities and the Other Registrable Securities requested holder to be included in such registration, pro rata among the holders of all Registrable Securities and all Other Registrable Securities on the basis of the number of shares requested to be included in such registration by each such holder, and (C) third, other securities requested to be included in such registrationtherein.

Priority on Secondary Registrations. If a Piggyback Registration is an underwritten secondary registration on behalf of holders of the Company's ’s securities, and the managing underwriters advise the Company in writing that in their opinion the number of securities requested to be included in such registration exceeds the number which can be sold in an orderly manner in such offering within a price range acceptable to the holders initially requesting of a majority of the Registrable Securities requested to be included in such registration, then the Company shall include in the such registration (Ai) first, the securities requested to be included therein by the holders requesting such registration (other than Registrable Securities and Existing Registrable Securities) pursuant to demand registration rights, (ii) second, the Registrable Securities and the Preferred Existing Registrable Securities requested to be included in such registration, pro rata among the holders of such securities Registrable Securities and such Existing Registrable Securities on the basis of the number of shares owned by each such holder, (B) second, the Registrable Securities and the Other Registrable Securities requested to be included in such registration, pro rata among the holders of all Registrable Securities and all Other Registrable Securities on the basis of the number of shares requested to be included in such registration by each such holder, and (Ciii) third, other securities requested to be included in such registration.

Priority on Secondary Registrations. If a Piggyback Registration is an underwritten secondary registration or distribution by prospectus on behalf of holders of the Company's securities, and the managing underwriters advise the Company in writing that in their opinion the number of securities requested to be included in such the registration or qualification for distribution by prospectus exceeds the number which can be sold in an orderly manner in such offering within a price range acceptable to without adversely affecting the holders initially requesting such registrationmarketability of the offering, the Company shall will include in the registration or prospectus (Ai) first, the securities requested to be included therein by the holders requesting such registration and the Preferred registration, (ii) second, the Senior Registrable Securities requested to be included in such registrationthe registration in the manner provided for by the applicable registration rights agreements with the Company, (iii) third, the Registrable Securities and the Pari Passu Registrable Securities requested to be included in the registration pursuant to applicable registration rights agreements with the Company, pro rata among the holders of all such securities on the basis of the number of shares owned by each such holder, (B) second, the Registrable Securities and the Other Registrable Securities securities so requested to be included in such registration, pro rata among the holders of all Registrable Securities and all Other Registrable Securities on the basis of the number of shares requested to be included in such registration therein owned by each such holder, and (Civ) thirdfourth, other securities requested to be included in such the registration, including any Subordinate Registrable Securities.