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 of the Company's securitiessecurities other than the Holders of Registrable Securities, and the managing underwriters advise underwriter advises 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 registration, (ii) second, the Preferred Registrable Securities requested to be included in such registration, to the extent that the number of shares to be registered will not, in the opinion of the managing underwriter, adversely affect the offering of the securities pursuant to clause (i), pro rata among the holders Holders of such securities on the basis of the number of shares so requested to be included therein 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 (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 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 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 securitiesCorporation’s securities the Corporation will include in such registration all securities requested to be included in such registration; provided, and that if 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 materially and adversely affecting the distribution of such securities or otherwise having a material and adverse effect on the marketability of the offering, the Corporation will include in such offering within a price range acceptable to the holders initially requesting such registration, the Company shall include in the registration (Ai) first, the securities requested to be included therein by the holders 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 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 such Registrable Securities owned by such holder, and (ii) second, other securities, if any, requested to be included in such registration by each pro rata on the basis of the number of such holder, and (C) third, other securities requested to be included in therein by each such registrationholder.

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 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 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 in such offering within a price range acceptable to the holders initially requesting without having an adverse effect on 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 registration, (ii) second, the Registrable Common Shares requested to be included therein by the Shareholders, pro rata between the Shareholders on the basis of the number of shares requested to be registered by the Shareholders, (iii) third, the Registrable Common Shares requested to be included therein by the other Holders, if any, pro rata among such Holders on the basis of the number of shares requested to be registered by such Holders, and the Preferred Registrable Securities (iv) fourth, 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 in registered by 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 or as such registration by each 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 initiated as an underwritten secondary registration on behalf of holders a holder of the Company's securitiesCommon Stock other than Registrable Common Stock, and the managing underwriters advise the Company in writing that in their opinion the number of securities requested shares of Common Stock proposed to be included in such registration exceeds the number of shares of Common Stock which can be sold in an orderly manner such offering and/or that the number of shares of Common Stock proposed to be included in any such registration would adversely affect the price per share of the Common Stock to be sold in such offering within a price range acceptable to the holders initially requesting such registrationoffering, then the Company shall include in the such registration (Ai) first, the securities number of shares of Common Stock requested to be included therein by the holders holder(s) requesting such registration and registration, (ii) second, the Preferred Registrable Securities number of shares of Common Stock requested to be included therein by other holders of Common Stock including the Holders (if any of the Holders have elected to include Registrable Common Stock in such registrationPiggyback Registration), pro rata among the such 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 of Common Stock requested to be included in therein by such registrationholders or as such holders may otherwise agree, pro rata among the holders of all Registrable Securities and all Other Registrable Securities on the basis of (iii) third, the number of shares requested of Common Stock that the Company proposes to be included in such registration by each such holder, and (C) third, other securities requested to be included in such registrationsell.

Priority on Secondary Registrations. If a Piggyback Registration is an underwritten secondary registration Registration on behalf of holders of the Company's securities, ’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 the 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 registrationthe Registration, the Company shall include in the registration such Registration (Ai) first, the Registrable Securities requested to be included in the Registration, (ii) second, the securities requested to be included therein by the holders requesting such registration and the Preferred Registrable Securities Registration, (iii) third, any securities requested to be included in such registrationthe Registration pursuant to the registration rights previously granted pursuant to the Restricted Shares Agreement and any securities requested to be included in the Registration pursuant to registration rights granted by the Company after the date hereof, pro rata among the holder under the Restricted Share Agreement 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 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 registered by each such holder, and (Civ) thirdfourth, other securities requested to be included in such registrationRegistration.

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 initiated as an underwritten secondary registration on behalf of holders a holder of Common Stock other than the Company's securitiesStockholder, and the managing underwriters advise the Company in writing that in their opinion the number of securities requested shares of Common Stock proposed to be included in such registration exceeds the number which of shares of Common Stock that can be sold in an orderly manner such offering without materially delaying or jeopardizing the success of the offering (including the price per share of the Common Stock to be sold in such offering within a price range acceptable to the holders initially requesting such registrationoffering), then the Company shall include in the such registration (Ai) first, the securities number of shares of Common Stock requested to be included therein by the holders holder(s) requesting such registration and registration, (ii) second, the Preferred Registrable Securities number of shares of Common Stock requested to be included therein by other holders of Common Stock including the Stockholder (if the Stockholder has elected to include Registrable Common Stock in such registrationPiggyback Registration), pro rata among the such 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 of Common Stock requested to be included in therein by such registrationholders or as such holders and the Company may otherwise agree, pro rata among the holders of all Registrable Securities and all Other Registrable Securities on the basis of (iii) third, the number of shares requested of Common Stock that the Company proposes to be included in such registration by each such holder, and (C) third, other securities requested to be included in such registrationsell.

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 in connection with 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 initially requesting such registration registration, pro rata among the holders of such securities on the basis of the number of securities so requested to be included therein, and the Preferred (ii) second, any other Registrable Securities and 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 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 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 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 such registration the registration number which can be sold which in the opinion of such underwriters can be sold without adversely affecting the marketability of the offering, 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 and other securities requested to be included by holders having registration rights with respect to the Company's securities (not including those holders who are granted rights that are subordinate to the rights set forth herein, as described in such registrationSection 1(f) above), pro rata among the respective holders of such securities thereof on the basis of the number 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) thirdsecond, other securities requested to be included by holders having registration rights with respect to the Company's securities that are subordinate to the rights set forth herein, as described in such registrationSection 1(f) above.

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 holders of the CompanyIssuer's securitiessecurities (it being understood that secondary registrations on behalf of holders of Registrable Securities are addressed in Section 1 above rather than in this Section 2(d)), and the managing underwriters advise the Company Issuer in writing that (with a copy to each party hereto requesting registration of Registrable Securities) 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 such registrationIssuer, the Company shall Issuer 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 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 Registrable Securities owned by each such requesting holder, and (Ciii) third, other securities requested to be included in such registrationregistration pro rata among the holders of such other securities on the basis of the number of such securities owned 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 securitiessecurities (other than the parties hereto) who have been granted contractual demand registration rights, and the managing underwriters advise the Company in writing that in their opinion the number of securities requested to be included in such registration exceeds the number which can be sold in 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 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) 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 of Registrable Securities owned by each such holder, and (Ciii) third, 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 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 Company's ’s securities, and the managing underwriters advise give the Company in writing their written opinion that in their opinion the dollar amount or number of securities requested to be included in such the registration exceeds the dollar amount or number which of securities that can be sold in an orderly manner in such offering within a price range acceptable to the holders initially requesting such registrationsold, the Company shall will include in the registration registration: (Ai) firstto the extent of 50% of the number or dollar amount of securities other than Registrable Securities that in the underwriter’s opinion can be sold, the securities requested to be included therein by in the registration, allocated among the holders requesting of those securities in such registration proportions as the Company and those holders may agree, and (ii) to the Preferred extent of the balance, the Registrable Securities requested to be included in such registrationincluded, allocated on a pro rata basis 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 dollar amount or 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 included. If after including all of the Registrable Securities the underwriters determine that there are additional securities that can be sold, then securities other than the foregoing may be added to the registration.

Priority on Secondary Registrations. If a Piggyback Registration is an underwritten a secondary registration on behalf of holders of the Company's ’s securities, and the Company determines, or, in the event such Piggyback Registration is an underwritten offering, the managing underwriters underwriter(s) advise the Company in writing 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, pro rata among the securities requested to be included therein by the holders Holders requesting such registration and the Preferred other 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 held 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 (Cii) thirdsecond, other securities requested to be included in such registration; provided, however, that if, as a result of such pro-ration, the Participating Holder shall not be entitled to include in a registration all Registrable Securities of the class that such Participating Holder had requested to be included, then such registration shall not count as one of such Participating Holder’s permitted Piggyback Registrations under Section 3(b).

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 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 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 and there are no newly issued securities of the Company being registered thereunder, 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 such underwriters' ability to effect an orderly manner in distribution of such offering within a price range acceptable to the holders initially requesting such registrationsecurities, the Company shall will include in the registration (A) such registration: first, the securities requested to be included therein by the holders requesting such registration and the Preferred any 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 of Common Stock (or equivalents) represented by each such holder, (B) second, the Registrable Securities owned by the holders thereof 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 holderregistered, and (C) thirdsecond, other securities requested to be included in such registration. If any holder of Registrable Securities who has requested inclusion in such registration or offering disapproves of the terms of the underwriting, he may elect to withdraw therefrom by written notice to the Company, the underwriter and the holders of Registrable Securities who initiated the offering.

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 the Preferred (ii) second, all other securities (including Registrable Securities 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 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, the securities requested to be included therein by the holders requesting such registration and registration, (ii) second, 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 (Biii) secondthird, 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 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 a holder of the Company's securities’s securities other than 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 without having an adverse effect on 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, (ii) second, the Preferred Registrable Securities requested to be included therein by the Holders, pro rata among the Holders on the basis of the number of shares requested to be registered by the Holders, (iii) third, the Registrable Securities requested to be included therein by the other holders, if any, pro rata among such holders on the basis of the number of shares requested to be registered by such Holders, and (iv) fourth, 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 in registered by 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 or as such registration by each 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 ’s securities, and the managing underwriters advise the Company in writing that in their opinion the number amount of securities requested to be included in such registration Piggyback Registration exceeds the number amount which can be sold in an orderly manner in such offering within a price range acceptable to the holders initially requesting such registrationPiggyback Registration, the Company shall include in such Piggyback Registration the registration amount which can be so sold in the following order of priority: (Ai) first, the securities requested to be included therein by the holders requesting such registration Piggyback Registration and the Preferred Registrable Securities requested to be included in such registrationPiggyback Registration, pro rata among the holders of any such securities on the basis of the number amount 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 (Cii) thirdsecond, any other securities requested to be included in such registrationPiggyback 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 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’s securities other than holders of Registrable Securities (it being understood that secondary registrations on behalf of holders of Registrable Securities are addressed in Section 1 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, 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 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’s securities other than holders of Registrable Securities, and the managing underwriters advise the Company in writing that in their opinion the number of securities requested to be included in such registration exceeds the number 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, 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 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, holder and (Bb) second, the Registrable Securities and the Other Registrable Securities other securities requested to be included in such 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 securities so requested to be included in such registration therein 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 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 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 the registration, in the manner provided for by the applicable registration rights agreements, (iii) third, the Registrable Securities and the Pari Passu Registrable Securities requested to be included in the registration, pro rata among the holders of such the 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.

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 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 securitiesregistration, 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, then the Company shall include in the such registration (Aa) first, the securities requested to be included therein by the holders requesting such registration, (b) second, the (I) Registrable Securities requested to be included in such registration and (II) other securities as to which the Preferred Company has granted pari passu registration rights, pro rata among the holders of such Registrable Securities and other securities on the basis of the number of Registrable Securities and other securities so requested to be included therein owned by each such holder and (c) third, 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 so requested to be included therein 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 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 securitiessecurities who have the contractual right to initiate such a registration, and the managing underwriters advise the Company in writing that in their opinion the number of securities requested to be included in such registration exceeds the number which can be sold in an orderly manner in such offering within a price range acceptable to without adversely affecting the holders initially requesting such registrationCompany or the marketability of the offering, the Company shall include in the such registration (A) first, the securities requested to be included therein by the holders initially requesting such registration and the Preferred registration, any Registrable Securities requested to be included therein and (if permitted by the holders of a majority of the ABRY Registrable Securities) any other securities of the Company requested to be included in such registration, pro rata among in each instance which in the holders opinion of such securities on underwriters can be sold without adversely affecting the basis Company or the marketability 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 registrationoffering, 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 (to the extent permitted to be so included, in the case of securities which are not Registrable Securities) 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 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 on behalf of holders of the Company's Akorn’s securities, and the managing underwriters advise the Company Akorn 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 such offering, Akorn will include in such offering within a price range acceptable to the holders initially requesting such registration, the Company shall include in the registration (A1) first, the aggregate number of (x) securities requested to be included therein by the holders requesting such registration and (y) the Preferred Registrable Securities requested to be included in such registrationRegistration, which aggregate number, in the opinion of such underwriters, can be sold, pro rata among the holders requesting such registration and the Trust based on a fraction, with respect to each holder, the numerator of such securities on the basis of which is 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 requested to be included in such registration by each such holder, and the denominator of which is the number of securities requested to be included in such registration by the holders requesting such registration plus the Trust, and (Cii) thirdsecond, other securities requested to be included in such registration.

Priority on Secondary Registrations. If a Piggyback Registration is an underwritten a ----------------------------------- 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 will include in the such registration (Ai) first, the securities requested to be included therein by the holders requesting of the Company's securities who have requested such registration and pursuant to demand registration rights granted to such persons; (ii) second, the Preferred Registrable Securities requested to be included in such registrationregistration by the Warrant Holders, pro rata among the holders of such securities based on the basis of the respective 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 by the holders of Registrable Securities, and (iii) third, all Registrable Securities and all Other Registrable Securities on the basis of the number of shares other Common Stock requested to be included in such registration by each such holderall other Persons granted registration rights by the Company, and (C) third, other securities pro rata based on the respective number of shares requested to be included in by all such registrationPersons.

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 Registrable Securities and Warrant Shares 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, (Bii) second, the Registrable Securities Other Investor Shares 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 Savaxxxxx Xxxres requested to be included in such registration by the holders thereof, pro rata among the respective holders thereof on the basis of the amount of shares owned by each such holder, holder (on a fully diluted basis) 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 other than the holders of Registrable Securities, and the managing underwriters advise the Company in writing that in their opinion the number of securities requested to be included in such registration exceeds the number 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 (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 securities requesting such securities registration on the basis of the number of shares owned by each such holder; provided, (B) secondhowever, that, in the event of a permitted demand registration by the GM Trusts or their permitted assigns, the Registrable Securities and Company will include the Other Registrable Securities requested shares of Common Stock to be included in registered as a part of such registration, pro rata among demand prior to the holders inclusion of all any 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 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 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 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 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 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, ’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 securitiessecurities (other than holders of Registrable Securities; it being understood that secondary registrations on behalf of holders of Registrable Securities are addressed in Section I above rather than this Section 2(d)), and the managing --------- underwriters advise the Company in writing that in their opinion the number of securities requested to be included in such registration exceeds the number which can be sold in 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 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 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 the Company or on behalf of holders of the Company's securities’s securities other than holders of Registrable Securities, and the managing underwriters advise the Company in writing that in their opinion the number of securities requested to be included in such registration exceeds the number which can be sold in an orderly manner in such offering within a price range acceptable without adversely affecting the marketability of the offering, subject to the holders initially requesting such registrationparagraph 2(e) below, 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 Conversion Securities requested to be included in such registration by the Series A Holders and the Series B Holders, pro rata among the holders thereof on the basis of the number of shares that each such holder has requested to be included in such registration, and (ii) second, the other Registrable Securities requested to be included in such registration, pro rata among the holders of such securities thereof on the basis of the number of shares owned by that each such holder, (B) second, the Registrable Securities and the Other Registrable Securities holder requested to be included in such registration; provided, pro rata among however, that in no event shall the holders of all Registrable Conversion 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 offering be reduced below thirty percent (C30%) third, other of the total 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 securitiesequity securities (other than holders of the Registerable Shares in their capacity as holders of the Registerable Shares), and the managing underwriters advise the Company in writing that that, in their opinion opinion, the number of equity 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 registrationoffering, the Company shall will include in the such registration (Ai) first, the equity securities requested to be included therein sold in the secondary offering by the holders requesting such registration and of the Preferred Registrable Securities Company's equity securities, (ii) the Registerable Shares requested to be included in such registrationPiggyback Registration, pro rata among the holders thereof based upon a fraction, with respect to each holder, the numerator of such securities on the basis of which is the number of shares owned Registerable Shares requested to be sold by each such holder, (B) second, the Registrable Securities and the Other Registrable Securities denominator of which is the number of Registerable Shares requested to be included in such registration, pro rata among the Piggyback Registration by all 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 holderRegisterable Shares, and (Ciii) third, any other equity 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 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 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 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 registration, (ii) second, the Preferred Priority Registrable Securities requested to be included in such registration, pro rata among the holders of such securities Priority Registrable Securities on the basis of the number of shares owned by each such holder, (Biii) secondthird, the Registrable Securities and the Other Executive Registrable Securities requested to be included in such registration, pro rata among the holders of all Registrable Securities and all Other such Executive 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 holders of the Company's Corporation’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 in such offering within a price range acceptable to without adversely affecting the holders initially requesting such registrationmarketability of the offering, the Company Corporation shall include in such registration such number of securities that in the registration (A) written opinion of such underwriter can be sold without creating such a risk in the following order of priority: 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, and to the extent required, the Previously Designated Registrable Shares 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, (B) and 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 ’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 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 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 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 a holder of the Company's securitiessecurities 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, 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 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, ’s securities (it being understood that secondary registration on behalf of holders of Registrable Securities are addressed in Section 1 above rather than in this Section 2(d) and the managing underwriters advise the Company in writing that in their opinion the number of securities requested to be included in such registration exceeds the number which can be sold in 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 Registrable Securities requested to be included in such registration and the securities requested to be included therein by the holders requesting such registration registration, pro rata among all holders on the basis of the number of shares of such securities requested to be included therein by each such holder, and the Preferred Registrable Securities (ii) second, all other securities requested to be included in such registration, pro rata among the all holders of such securities thereof on the basis of the number of shares owned by each of 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 therein by each such registrationholder.

Priority on Secondary Registrations. If a Piggyback Registration is relates solely to an underwritten secondary registration on behalf of other holders of the Company's ’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 without adversely affecting the marketability of the offering, including the price at which such offering within a price range acceptable to the holders initially requesting such registrationsecurities can be sold, the Company shall will include in such registration the registration maximum number of securities that in the opinion of such underwriters can be sold without adversely affecting the marketability of the offering, including the price at which such securities can be sold, which securities will be so included in the following order of priority: (i) first, (A) first, the securities requested to be included therein by the holders requesting such registration and (B) the Preferred Registrable Securities requested to be included in such registrationtherein by the Shareholder, pro rata among the such holders of such securities on the basis of the number of shares securities so requested to be included therein owned by each such holder, holder or in such other manner as they may agree and (Bii) 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 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 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 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, 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 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 Except for the Secondary, 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: (i) creates a substantial risk that the price per share in such registration will be materially and adversely affected; or (ii) exceeds the number which can reasonably be sold in an orderly manner such offering, then the Corporation will include in such offering within a price range acceptable to the holders initially requesting such registration, the Company shall include in the registration (Ax) first, the securities requested to be included therein by the holders requesting such registration and including those requested to be registered by the Preferred Corporation, (y) second, the Registrable Securities Shares (which shall not included in clause (x) if the Corporation desires to sell securities in such offering) requested to be included in such registrationregistration which in such opinion of such underwriters can be sold, pro rata among the holders of such securities Registrable Shares on the basis of the number of shares Registrable Shares owned or deemed to be 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 holderholders, and (Cz) third, other securities requested to be included in such registration; provided, however, that notwithstanding anything in this Section 3(b) to the contrary, every Piggyback Registration shall include at least thirty percent (30%) of the Registrable Shares requested to be included in such registration (which for purposes of this Section 3(b) shall include any Registrable Shares registered pursuant to clause (x) above).

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 registration pursuant to Section 1 and which has been consented to pursuant to paragraph 1(g), 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 such registration (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 such requesting holders and 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 of, with respect to such requesting holders, the number of shares of Common Stock held by such holders and the number of Registrable Securities owned by each holder of Registrable Securities participating in such offering, and (ii) second, securities requested to be included in such registration by each such holder, the Company 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 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 registrationregistration pursuant to Section 2(a) above, 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, 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 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, 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 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 relates to an underwritten secondary registration on behalf of other 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 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 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’s securities other than the holders of Registrable Securities, 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 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, pro rata among the holders of such securities on the basis of the amount of such securities owned and requested to be included by each such holder, and (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 amount of shares such securities owned and 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’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 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 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 I above rather than this Section 2(d)), and the managing underwriters advise the Company in writing that in their opinion the number of securities requested to be included in such registration exceeds the number which can be sold in 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 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 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 an underwritten secondary registration on behalf of holders of the Company's securities’s securities other than holders of Registrable Securities (it being understood that secondary registrations on behalf of holders of Registrable Securities are addressed in Section 1 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 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 a holder of the Company's securities’s securities other than Underlying 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 Securities proposed to be included in any such registration would adversely affect the price per share of the Company’s equity securities to be sold in such offering 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 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 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 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 ’s securities, other than a Demand Registration hereunder, 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 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 requesting such registration and the Preferred Registrable Securities requested to be included in such registration, pro rata among the holders of such securities and such Registrable Securities on the basis of the number of shares securities and Registrable Securities owned by each such holder, and (Bii) second, other securities with respect to which the Registrable Securities and the Other Registrable Securities Company has granted registration rights in accordance with Section 1(g) 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 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 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 Registrable Securities requested to be included in such registration, pro rata among the holders of any such securities on the basis of the number of 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 (Cii) thirdsecond, other securities requested to be included in such registration. Notwithstanding the foregoing, if a Piggyback Registration is an underwritten secondary offering and the managing underwriters advise the Company in writing that in their opinion the number of Registrable Securities held by the Management Stockholders requested to be included in such offering would adversely affect the marketability of the offering, the Company shall be entitled to exclude from such offering the Registrable Securities held by such Management Stockholders.

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 an orderly manner in such offering within offering, at a price range acceptable reasonably related to the holders initially requesting such registrationfair value, the Company shall include in will allocate the registration (A) securities to be included as follows: first, the securities requested to be included therein by the holders requesting initiating such registration and the Preferred registration; second, any Registrable Securities requested to be included in such registration, pro rata among registration by the holders of such securities on the basis of the number of shares owned by each such holderClass A Stock, (B) secondClass B Stock and Class C Stock; and third, the Registrable Securities and the Other Registrable Securities requested to be included in such registration and shares of Common Stock which the Company has received requests for inclusion from any other securityholder of the Company with contractual rights to include shares in such a registration, in each case within each such group on a pro rata among basis determined by reference to the holders of all Registrable Securities and all Other Registrable Securities on the basis of the total number of shares requested to be included in such registration by each such holder, and (C) third, other securities requested sought 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 securitiescompany’s securities (other than the holders of Registrable Securities), and the managing underwriters advise the Company in writing that in their opinion the number of securities requested to be included in such registration exceeds the number which can be sold in an orderly manner in such offering within a price range acceptable to the holders initially of a majority of the securities requesting such registrationregistration without adversely affecting the marketability 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 the Preferred registration, together with 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) secondthen, the Registrable Securities and the Other Registrable Securities any other securities requested to be included in such registration, pro rata among the holders of all Registrable Securities and all Other Registrable Securities such securities on the basis of the number amount of shares requested to be included in such registration 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 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 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, and the managing underwriters advise the Company in writing that in their opinion the dollar amount or number of securities requested to be included in such registration exceeds the dollar amount or number of securities 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 registrationoffering or the offering price, the Company shall will include in the such registration (Ai) first, the number or dollar amount of securities requested which in the opinion of such underwriters can be sold without adversely affecting the offering or the offering price of the securities intended to be included therein by on behalf of the holders requesting of the Company's securities, allocated among the holders of such registration securities in such proportions as the Company and such holders may agree, and (ii) to the Preferred extent of the balance, if any, the Registrable Securities requested to be included in such registration, allocated 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 dollar amount or number of shares requested to be included in such registration by each such holder, and (C) third, other securities requested to be included in therein by each such registrationholder.

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 securitiesCorporation’s securities other than holders of Registrable Securities, and the managing underwriters advise the Company Corporation in writing that that, in their opinion opinion, the number of securities requested to be included in such registration exceeds the number which can be sold in an orderly manner in such 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 Corporation shall include in the registration such registration, (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, 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 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 such Registrable Securities on the basis of the number of shares requested to be included in such registration of Common Stock owned by each such holder, and (Cii) thirdsecond, the 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 of the Company's securities, Corporation’s securities and the managing underwriters advise the Company in writing Corporation that in their opinion the number of securities requested to be included in the registration creates a substantial risk of adversely affecting the offering, the Corporation will include 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 (Ai) first, the securities requested to be included therein by the holders requesting such registration and the Preferred Priority 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 of Common Stock or Priority Registrable Shares requested to be included in such registration by each such holderholders, (Bii) second, the Registrable Securities and the Other Registrable Securities Shares requested to be included in such registration, pro rata among the holders of all Registrable Securities and all Other Registrable Securities Holders on the basis of the number of shares Other Registrable Shares requested to be included in such registration by each such holderOther Holders, (iii) third, the Management Registrable Shares requested to be included in such registration, pro rata among the Management Holders on the basis of the number of Management Registrable Shares requested to be included in such registration by such Management Holders, 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 holders of the Company's securitiesequity securities (other than the Accredited Investor and the holders of the Registerable Shares in their capacity as holders of the Registerable Shares), and the managing underwriters advise the Company in writing that that, in their opinion opinion, the number of equity 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 registrationoffering, the Company shall will include in the such registration (Ai) first, the equity securities requested to be included therein sold in the secondary offering by the holders requesting such registration of the Company's equity securities, (ii) the Accredited Investor's and the Preferred Registrable Securities Registerable Shares requested to be included in such registrationPiggyback Registration, pro rata among the holders of such securities on the basis of the number of shares owned by thereof based upon a fraction, with respect to 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 numerator of all Registrable Securities and all Other Registrable Securities on the basis of which is the number of shares requested to be included in such registration sold by each such holder, and the denominator of which is the total number of the Accredited Investor's and the Registerable Shares requested to be included in such Piggyback Registration by the Accredited Investor and by all holders of Registerable Shares, and (Ciii) third, any other equity 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 securitiesCorporation’s securities other than holders of Registrable Securities (it being understood that secondary registrations on behalf of holders of Registrable Securities are addressed in Section 8 above rather than this Section 9(d)), and the managing underwriters advise the Company Corporation in writing that that, in their opinion opinion, the number of securities requested to be included in such registration exceeds the number which can be sold in an orderly manner in such offering within a price range acceptable to the holders initially requesting such registration, then the Company Corporation shall include in the such registration (Ai) first, the securities requested to be included therein by the holders requesting such registration and (other than holders of Registrable Securities), (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 Registrable Securities 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 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 public offering of Company Securities on behalf of the holders of the Company's securities, Company Securities and the managing underwriters advise the Company in writing that in their opinion the number of securities Company 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 Issued Warrant Shares (as defined in the Helter Warrant Agreement), (ii) second, the Company Securities requested to be included therein by the holders requesting such registration registration, (iii) third, the Underlying Common Stock and the Preferred Registrable Securities Warrant 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) second, the Registrable Securities Underlying Common Stock 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 Warrant Shares on the basis of the number of shares requested to be included in such registration by each such holder, holder and (Civ) thirdfourth, other securities Company 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 Warrants and the shares of Common Stock issuable upon exercise of the Warrants, 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 registrationoffering, the Company shall include in the such registration (Ai) first, the securities requested proposed to be included therein by the holders requesting such registration and registration; (ii) second, the Preferred Registrable Securities securities requested to be included in such registrationregistration by the Company; (iii) third, pro rata among the holders Warrants and the shares of such securities on the basis Common Stock issuable upon exercise of the number of shares owned Warrants requested to be included therein by each such holder, (B) second, the Registrable Securities Warrant Holders and the Other Registrable Securities requested securities of any other Person or Persons proposed to be included in such registration, registration pro rata among the holders of all Registrable Securities Warrant Holders and all Other Registrable Securities such other Persons on the basis of the number of shares requested to be included in registered by such registration by each Holders and such holder, and (C) third, other securities requested to be included in such registrationPersons.

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.