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 such offering without adversely affecting the marketability of the offering, the Company shall include in such registration (i) first, the securities requested to be included therein by the holders requesting such registration and the Registrable Securities requested to be included in such registration, pro rata among the holders of such securities on the basis of the number of securities owned by each such holder, and (ii) second, 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 in their opinion the number of securities requested to be included in such registration exceeds the number which can be sold in such offering without adversely affecting the marketability of the offering, the Company shall include in such registration (i) first, the securities requested to be included therein by the holders requesting such registration and registration, (ii) second, the 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 securities shares owned by each such holder, and (iiiii) secondthird, other securities requested to be included in such registration.

Priority on Secondary Registrations. If a Piggyback Registration is initiated as an underwritten secondary registration on behalf of holders of the Company's securitiessecurities (other than a Demand Registration pursuant to Section 1), and the managing underwriters advise the Company in writing that in their opinion the number of securities requested to be included in such registration exceeds the number which that can be sold in such offering without adversely affecting the marketability of the offering, the Company shall include in such registration (i) will allocate the securities to be included as follows: first, the securities requested to be included therein by the holders requesting initiating such registration registration; and the second, Registrable Securities requested to be included in such registration, pro rata among the holders of such securities on the basis of the number of securities Registrable Securities owned by each such holder, and (ii) second, other securities requested to be included in such registrationamong the Stockholders.

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 Stockholders with respect to Registrable Securities), and the managing underwriters advise underwriter(s) advises the Company in writing that in their its opinion the number of securities requested to be included in such registration exceeds the number which can be sold in such offering without adversely affecting the marketability of the offering, the Company shall will include in such registration registration: (ia) first, the securities requested to be included therein by the holders requesting such registration and the Registrable Securities requested to be included in such registrationregistration by the Stockholders, pro rata among the holders of such securities Registrable Securities on the basis of the number of securities Registrable Securities owned by each such holder, and (iib) second, other such 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 without adversely affecting within a price range acceptable to the marketability holders of the offeringa majority of such securities initially requesting such registration, the Company shall include in such registration registration: (i) first, the securities requested to be included therein by the holders requesting such registration and among the Registrable Securities Securities, if any, requested to be included in such registration, pro rata among the holders of such securities Registrable Securities on the basis of the number of securities Registrable Securities owned by each such holder (but in no event greater than the amount requested to be included by such holder, ); and (ii) second, 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 any holder of Equity (whether pursuant to the Company's securitiesexercise of a right to Demand Registration in accordance with Article 1 of this Agreement or otherwise), and the managing underwriters advise underwriter(s) advises the Company in writing that in their its reasonable opinion the number of securities requested to be included in such registration exceeds the number which can be sold in such offering without adversely affecting the marketability of the offering, the Company shall will include in such registration (i) first, the securities requested to be included therein by the holders requesting such registration and the Registrable Securities requested to be included in such registration, pro rata among the holders Holders of such securities Registrable Securities on the basis of the number of securities shares owned by each such holder, Holder and (ii) second, 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 without adversely affecting within a price range acceptable to the marketability of the offeringholders initially requesting such registration, the Company shall include in such registration (i) first, the securities requested to be included therein by the holders requesting such registration and the Registrable Securities requested to be included in such registration, pro rata among the holders of such securities on the basis of the number of securities owned by each such holdereach, and (ii) second, 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 without adversely affecting within a price range acceptable to the marketability of the offeringholders initially requesting such registration, the Company shall include in such registration (i) first, the securities requested to be included therein by the holders requesting such registration and the Registrable Securities requested to be included in such registration, pro rata among the holders of such securities on the basis of the number of securities owned by each such holderso requested to be included therein, and (ii) second, other securities 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 ’s securities, and the managing underwriters advise the Company in writing that in their opinion the number of securities requested to be included in such registration exceeds the number which can be sold in such offering without adversely affecting the marketability of the offering, the Company shall include in such registration (i) first, the securities requested to be included therein by the holders requesting such registration and registration, (ii) second, the 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 securities owned by each such holder, and (iiiii) secondthird, other securities requested to be included in such registration.

Priority on Secondary Registrations. If a Piggyback Registration is not a Demand Registration pursuant to Article I hereof but is an underwritten secondary registration on behalf of holders (other than the Investors) of the Company's securities, and the managing underwriters advise the Company in writing that in their opinion the number of securities requested to be included in such registration exceeds the number which can be sold in such offering without adversely affecting the marketability of the offering, the Company shall will include in such registration (i) first, the securities number of shares of Common Stock requested to be included therein by the holders requesting such registration and (ii) second, the Registrable Securities requested to be included in such registration, registration by the Investors pro rata among the holders of such securities on the basis of based upon the number of securities owned by each shares which such holder, and (ii) second, other securities Investors requested to be included in such registrationincluded.

Priority on Secondary Registrations. If a Piggyback Registration is an underwritten secondary registration on behalf of holders of the Company's securitiesCompany securities (other than a Holder), and the managing underwriters advise underwriter(s) advises the Company in writing that in their its opinion the number of securities requested to be included in such registration exceeds the number which can be sold in such offering without adversely affecting the marketability of the offering, the Company shall will include in such registration registration: (ia) first, the securities requested to be included therein by the applicable holders requesting such registration and the Registrable Securities requested to be included in such registration, pro rata among the holders of such securities and Registrable Securities on the basis of the number of securities shares owned by each such holder, and (iib) second, other such securities requested to be included in such registration.

Priority on Secondary Registrations. If a Piggyback Registration is an underwritten secondary registration under the Securities Act on behalf of holders of the Company's securities, and the managing underwriters advise or the Company in writing determines that in their opinion the number of securities requested to be included in such registration exceeds the number which can be sold in such offering without adversely affecting the marketability of the offeringwithin a price range reasonably acceptable to such holders or Investors, the Company shall will include in such registration (i) first, the securities requested to be included therein by the holders requesting such registration and (including the Registrable Securities and securities held by holders other than the shareholders a party hereto) requested to be included in such registration, pro rata among the respective holders of such securities thereof on the basis of the number of securities owned by each such holder, and (ii) second, other securities requested holder subject to be included in such registrationregistration rights with the Company.

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 without adversely affecting within a price range acceptable to the marketability of the offeringholders initially requesting such registration, the Company shall include in such registration (i) first, the securities requested to be included therein by the holders requesting such registration and the Registrable Securities requested to be included in such registration, pro rata among the holders of such securities on the basis of the number of securities owned by each such holderso requested to be included therein, and (ii) second, other securities 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 Other Security Holders by or through one or more underwriters of the Company's securities, recognized standing and the managing lead underwriters advise the Company in writing that 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 such offering without materially and adversely affecting the marketability of the offering, the Company shall will include in such registration (i) first, the securities requested to be included therein owned by the holders requesting such registration Other Security Holders and the Registrable Securities requested to be included in such registrationregistration by Stockholder, reduced, in each case, on a pro rata among the holders of such securities basis, based on the basis amount of Registrable Securities owned by Stockholder or the number of securities owned by each such holder, and (ii) second, other securities requested to be included in such registrationOther Security Holder.

Priority on Secondary Registrations. If a Piggyback Registration is an underwritten secondary registration on behalf of holders of the Company's securitiesCompany securities (other than Xxxxx), and the managing underwriters advise underwriter(s) advises the Company in writing that in their its opinion the number of securities requested to be included in such registration exceeds the number which can be sold in such offering without adversely affecting the marketability of the offering, the Company shall will include in such registration registration: (ia) first, the securities requested to be included therein by the applicable holders requesting such registration and the Registrable Securities requested to be included in such registration, pro rata among the holders of such securities and Registrable Securities on the basis of the number of securities shares owned by each such holder, and (iib) second, other such 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 Company securities (other than the Company's securitiesHolders), and the managing underwriters advise underwriter(s) advises the Company in writing that in their its opinion the number of securities requested to be included in such registration exceeds the number which can be sold in such offering without adversely affecting the marketability of the offering, the Company shall will include in such registration registration: (ia) first, the securities requested to be included therein by the applicable holders requesting such registration and the Registrable Securities requested to be included in such registration, pro rata among the holders of such securities and Registrable Securities on the basis of the number of securities shares owned by each such holder, and (iib) second, other such 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 (other than the Investors) of the Company's securities, and the managing underwriters advise the Company in writing that in their opinion the number of securities requested to be included in such registration exceeds the number which can be sold in such offering without adversely affecting the marketability of the offering, the Company shall will include in such registration (i) first, the securities number of shares of Common Stock requested to be included therein by the holders requesting such exercising their demand registration rights, and the Registrable Securities requested (ii) second, that number of other shares of Common Stock proposed to be included in such registration, pro rata among any other holders (including the holders of such securities on Investors) exercising their respective piggyback registration rights thereof based upon the basis of the total number of securities owned by each shares which such holder, and holders (iiincluding the Investors) second, other securities requested propose to be included include 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 without adversely affecting within a price range acceptable to the marketability of the offeringholders initially requesting such registration, the Company shall include in such registration (i) first, the securities requested to be included therein by the holders requesting such registration and the Registrable Securities requested to be included in such registration, pro rata among the holders of such securities on the basis of the number of securities owned by each such holder, and (ii) second, other securities requested to be included in such registration.

Priority on Secondary Registrations. If a Piggyback Registration is an underwritten secondary registration offering 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 creates a substantial risk that the number which can price per share of securities offered thereby will be sold in such offering without adversely affecting the marketability of the offeringreduced, the Company shall will include in such registration registration: (i) first, the securities Common Stock requested to be included therein by the holders Person requesting such registration and registration, (ii) second, the Registrable Securities requested to be included in such registration, pro rata among the other holders of such securities Registrable Securities on the basis of the total number of securities owned Registrable Securities which are held by each such holder, holders; and (iiiii) secondthird, other securities securities, if any, requested to be included in such registrationregistration to be allocated pro rata among the holders thereof.

Priority on Secondary Registrations. If a Piggyback Registration is an ----------------------------------- underwritten secondary registration on behalf of holders of the Company's securitiessecurities (other than an Investor Demand Registration), and the managing underwriters advise the Company in writing that in their opinion the number of securities requested to be included in such registration exceeds the number which can be sold in such offering without adversely affecting the marketability of the offering, the Company shall will include in such registration (i) first, the securities requested to be included therein by the holders requesting such registration and the Registrable Securities requested to be included in such registration, pro rata among the holders of such securities on the basis of the number of securities shares owned by each such holder, calculated as if such shares had been converted at such time to Common Stock, and (ii) second, other securities requested or permitted 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 without adversely affecting within a price range reasonably acceptable to the marketability of the offeringholders initially requesting such registration, the Company shall include in such registration (i) first, the securities Registrable Securities requested to be included therein by RSI, and any securities of the holders requesting such registration and the Registrable Securities Company requested to be included in such registration, pro rata among the holders of such securities on the basis of the number of securities shares owned by each such holder, and (ii) second, other securities requested to be included in such registration.

Priority on Secondary Registrations. If a Piggyback Piggy-back Registration is an underwritten secondary registration on behalf of holders of the CompanyHolding's securities, and the managing underwriters advise the Company Holding in writing that in their opinion the number of securities requested to be included in such registration exceeds the number which can be sold in such offering without adversely affecting the marketability of the offering, the Company shall Holding will include in such registration registration: (i) first, the securities requested to be included therein by the holders requesting such registration and registration, the Registrable Securities requested to be included in such registration and other securities having piggyback rights with respect to such registration requested to be included in such registration, pro rata among the holders of all such securities on the basis of the number of securities owned by each such holder, so requested to be included and (ii) second, 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 without adversely affecting within a price range acceptable to the marketability of the offeringholders initially requesting such registration, the Company shall will include in such registration (i) first, the securities requested to be included therein by the holders requesting such registration and registration, second, the 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 securities shares owned by each such holder, and (ii) secondthird, 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 current or prospective holders of the Company's securities’s securities (other than a Demand Registration, for which priorities are specified in Section 4(a)(v)), and the managing underwriters advise the Company in writing that in their opinion the number of securities requested to be included in such registration exceeds the number which can be sold in such offering without adversely affecting the marketability of the offeringwithin a price range reasonably acceptable to such holders, the Company shall will include in such registration (i) first, the securities requested to be included therein by the holders requesting such registration and the Registrable Securities requested to be included in such registrationregistration by any holder, pro rata among the holders of such securities on the basis of the number of securities Registrable Securities owned by each such holderholder (excluding, for the purpose of this calculation, any unvested shares of Common Stock) and (ii) second, 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 CompanyHoldings's securities, securities and the managing underwriters advise the Company Holdings in writing that in their opinion the number of securities requested to be included in such registration exceeds the number which can be sold in such offering without adversely affecting the marketability of the offering, the Company shall Holdings will include in such registration (i) first, the securities requested to be included therein by the holders requesting such registration and the Registrable Securities requested to be included in such registration, pro rata among such holders and the holders of such securities Registrable Securities on the basis of the number of securities shares owned by each such holder, and (ii) second, 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 in their opinion the number of securities requested to be included in such registration exceeds the number which can be sold in such offering without adversely affecting the marketability of the offering, the Company shall include in such registration (ia) first, the securities requested to be included therein by the holders requesting such registration and registration, (b) second, the 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 securities Registrable Securities owned by each such holder, Holder and (iic) secondthird, 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 without adversely affecting within a price range acceptable to the marketability holders of the offeringa majority of such securities initially requesting such registration, the Company shall include in such registration registration: (i) first, the securities requested to be included therein by the holders requesting such registration and among the Registrable Securities Securities, if any, requested to be included in such registration, pro rata among the holders of such securities Registrable Securities on the basis of the number of securities Registrable Securities owned by each such holder (but in no event greater than the amount requested to be included by such holder, ); and (iiiii) second, 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, 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 the registration exceeds the number which that can be sold in an orderly manner in such offering without adversely affecting within a price range acceptable to the marketability of holders initially requesting the offeringregistration, the Company shall include in such registration (i) first, the securities requested to be included therein by the holders requesting such registration and the Registrable Securities requested to be included in such the registration and any other securities requested to be included in the registration, pro rata among the holders of such Registrable Securities and such other securities on the basis of the number of securities shares owned by each such holder, and (ii) second, 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 a Demand Registration), and the managing underwriters advise the Company in writing that in their opinion the number of securities requested to be included in such registration exceeds the number which can be sold in such offering without adversely affecting the marketability of the offering, the Company shall will include in such registration (i) first, the securities requested to be included therein by the holders requesting such registration and the Registrable Securities requested to be included in such registration, pro rata among the holders of such securities on the basis of the number of securities owned by each such holder, and (ii) second, other securities requested or permitted 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 such offering without adversely affecting the marketability of the offering, the Company shall will include in such registration (i) first, the securities requested to be included therein by the holders requesting such registration and the registration, (ii) second, Registrable Securities requested to be included in such registration, pro rata among the such holders of such securities Registrable Securities on the basis of the number of securities shares owned by each such holder, and (iiiii) secondthird, 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 without adversely affecting within a price range acceptable to the marketability of the offeringholders initially requesting such registration, the Company shall will include in such registration (i) first, the securities requested to be included therein by the holders requesting such registration and the Registrable Securities requested to be included in such registration, pro rata among the holders of such securities on the basis of the number of securities owned requested to be included by each such holder, and (ii) second, 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 equity securities by holders of the Company's securities, ’s securities (other than pursuant to this Agreement) and the managing representative of the underwriters advise advises the Company in writing that in their its opinion marketing factors require a limitation of the number of securities requested to be included in such registration exceeds the number which can be sold in such offering without adversely affecting the marketability of the offeringregistration, the Company shall include in such registration (i) first, the securities requested to be included therein in such registration by the holders requesting such registration and registration; (ii) second, the Registrable Securities requested to be included in such registrationregistration by the Holders, pro rata among the holders of such securities Holders on the basis of the number of securities owned by each such holder, and (ii) second, other securities shares of Registrable Securities requested to be included in such registrationregistration by each such Holder; and (iii) third, any other securities.

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 such offering without adversely affecting the marketability of the offering, the Company shall include in such registration (iA) first, the securities requested to be included therein by the holders requesting such registration and the Registrable Securities requested to be included in such registration, pro rata -29- 35 among the holders of such securities on the basis of the number of securities owned by each such holder, and (iiB) second, 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, securities and the managing underwriters advise the Company in writing that in their opinion the number of securities requested to be included in such registration exceeds the number which can be sold in an orderly manner in such offering without adversely affecting within a price range acceptable to the marketability of the offeringholders initially requesting such registration, the Company shall will include in such registration (i) first, the securities requested to be included therein by the holders requesting such registration and the Registrable Securities requested to be included in such registration, pro rata among the holders of such securities on the basis of the number of securities owned requested to be included by each such holder, and (ii) second, 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 any of the Holders pursuant to paragraph 1 hereof, 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 can be sold in such offering without adversely affecting the marketability of the offering, the Company shall will include in such registration (i) first, the securities requested to be included therein by the holders requesting such registration and the Registrable Securities requested to be included in such registration, pro rata among the holders Holders of such securities Registrable Securities on the basis of the number of securities Registrable Securities owned by each Holder of Registrable Securities participating in such holder, offering and (ii) second, 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 such offering without adversely affecting the marketability of the offering, the Company shall include in such registration (ia) first, the securities requested to be included therein by the holders requesting such registration and registration, (b) second, the 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 securities Registrable Securities owned by each such holder, Holder and (iic) secondthird, 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 such offering without adversely affecting the marketability of the offering, the Company shall include in such registration (i) first, the securities requested to be included therein by the holders requesting such registration and registration, (ii) second, the 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 securities shares owned by each such holder, and (iiiii) secondthird, 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 such offering without adversely affecting the marketability of the offering, the Company shall include in such registration (i) first, the securities requested to be included therein by the holders requesting such registration and (ii) second, the Registrable Securities and the other securities requested to be included in such registration, pro rata among the holders of such Registrable Securities and such other securities on the basis of the number of securities shares owned by each such holder, and (ii) second, 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 underwriter advises the Company in writing that in their its opinion the number of securities requested to be included in such registration exceeds the number which can be sold in such offering without materially and adversely affecting the marketability of the offering, the Company shall include in such registration (i) firstregistration, the securities requested to be included therein by the holders requesting such registration and the Registrable Securities requested to be included in such registration, pro rata among such requesting holders and the holders of such securities Registrable Securities, on the basis of the number of securities shares owned by each such holder, and (ii) second, 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 such offering without adversely affecting the marketability of the offering, the Company shall include included in such registration (i) first, the securities requested to be included therein by the holders requesting such registration and registration, (ii) second, the Registrable Securities Senior Warrant Common Stock requested to be included in such registration, pro rata among the holders of such securities Senior Warrant Common Stock on the basis of the number of securities shares owned by each such holder, and (iiiii) secondthird, 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 equity securities (other than a Demand Registration in accordance with Section 1), and the managing underwriters advise the Company in writing in good faith that in their opinion the number of securities requested to be included in such registration exceeds the number which can be sold in such offering without adversely affecting the marketability proposed offering price or timing of the offering, the Company shall will include in such registration (i) first, the securities requested to be included therein by the holders initially requesting such registration and the Registrable Securities requested to be included in such registration, registration pro rata among the holders of such securities on the basis of the number of securities owned by each such holder, and (ii) second, other securities requested to be included in such registrationholder or Holder.

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 without adversely affecting within a price range acceptable to the marketability holders of the offeringa majority of such securities initially requesting such registration, the Company shall include in such registration registration: (i) first, the securities requested to be included therein by the holders requesting such registration and among the Registrable Securities Securities, if any, requested to be included in such registration, pro rata among the holders of such securities Registrable Securities on the basis of the number of securities Registrable Securities owned by each such holder (but in no event greater than the amount requested to be included by such holder, ); and (ii) second, 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, securities other than 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 such offering without adversely affecting the marketability of the offering, the Company shall will include in such registration (i) first, the securities requested to be included therein by the holders requesting such registration and the Registrable Securities requested to be included in such registration, pro rata among the respective holders of such securities thereof on the basis of the number of such other securities and/or Registrable Securities owned by each such holderholders, and (ii) second, other securities requested to be included in such registration.

Priority on Secondary Registrations. If a Piggyback Registration is includes 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 without adversely affecting within a price range acceptable to the marketability of the offeringCompany, the Company shall will include in such registration (i) first, the securities requested to be included therein by the holders persons requesting such registration and the Registrable Securities (ii) second, Common Stock requested to be included in such registrationregistration by the holders of any registration rights including holders of Registrable Securities, pro rata among the holders of such securities on the basis of the number of securities owned by each such holder, and (ii) second, other securities requested to be included in such registrationholders.

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 such offering without adversely affecting the marketability of the offering, the Company shall include in such registration (i) first, the securities requested to be included therein by the holders requesting such registration and the holders of the 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 securities shares owned by each such holder, and (ii) second, other securities requested to be included in such registration.

Priority on Secondary Registrations. If a Piggyback Registration is consists only of an underwritten secondary registration on behalf of holders of securities of the Company's securities, and the managing underwriters underwriter(s) for the offering being registered by the Company advise the Company in writing that in its/their opinion the number of securities Warrant Shares requested to be included in such registration exceeds the number which can be sold in such offering without materially adversely affecting the marketability distribution of such securities by the offeringCompany, the Company shall will include in such registration (iA) first, the securities Warrant Shares requested to be included therein by the holders Warrantholders requesting such registration and the Registrable Securities requested to be included in such registrationapportioned pro rata, pro rata among the holders of such securities on the basis of the number of securities owned by each such holder, Warrantholders and (iiB) second, securities of any other securities requested to be included in such Company securityholders requesting 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 such offering without adversely affecting the marketability of the offering, the Company shall include in such registration (i) first, the securities requested to be included therein by the holders requesting such registration, the Registrable Securities requested to be included in such registration and the Registrable 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 securities owned by each such holder, and (ii) second, other securities so requested to be included in such registrationtherein.

Priority on Secondary Registrations. If a Piggyback Registration Regis tration is an underwritten secondary registration on behalf of holders of the Company's securities, and the managing underwriters advise the Company in writing that in their opinion the number of securities requested to be included in such registration exceeds the number which can be sold in such offering without adversely affecting the marketability of the offering, the Company shall will include in such registration (i) first, the securities Registrable Securities requested to be included therein by the holders requesting in such registration and by Maxtor, (ii) second, the Registrable Securities requested to be included in such registrationregistration by the other holders of Registrable Securities, pro rata among the holders of such securities on the basis of the number of securities owned by each such holder, and (ii) second, other securities requested to be included in such registration.Registrable Securities on