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 (which registration was consented to pursuant to Section 2(h) above), and the managing underwriters advise the Company in writing that in their opinion the number of securities requested to be included in such registration exceeds the number which can be sold in such offering without adversely affecting the marketability of the offering, the Company will include in such registration (i) first, the securities requested to be included therein by the holders requesting such registration, (ii) second, the Registrable Securities requested to be included in such registration, pro rata among the holders of such Registrable Securities on the basis of the number of shares of Registrable Securities owned by each such holder, and (iii) third, other securities requested to be included in such registration not covered by clause (i) above.

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 (which registration was consented to pursuant to Section 2(h) above)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 such an offering without adversely affecting the marketability of the offering, the Company will include in such the registration or prospectus (i) first, the securities requested to be included therein by the holders requesting such the registration, (ii) second, the Registrable Securities requested to be included in such the registration, pro rata among the holders of such Registrable Securities on the basis of the number of shares of Registrable Securities so requested to be included therein owned by each such holder, and (iii) third, other securities requested to be included in such registration not covered by clause (i) abovethe registration.

Priority on Secondary Registrations. If a Piggyback Registration is an underwritten secondary registration on behalf of holders of the Company's ’s securities (which registration was consented to pursuant to Section 2(h) above)other than the Investors, 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 without adversely affecting within a price range acceptable to the marketability holders of a majority of the offeringsecurities to be included in such registration, then the Company will shall include in such registration (i) first, the securities requested to be included therein by the holders requesting such registration, (ii) second, the Registrable Securities requested to be included in such registration, pro rata among the holders of such Registrable Securities Investors on the basis of the number of shares of Registrable Securities owned by each such holder, Investor and (iii) third, the other securities requested to be included in such registration not covered by clause (i) aboveregistration.

Priority on Secondary Registrations. If a Piggyback Registration is an underwritten secondary registration on behalf of holders of the Company's securities (which registration was consented to pursuant to Section 2(h) above)securities, and the managing underwriters advise the Company in writing that in their opinion the number of securities requested to be included in such registration exceeds the number which can be sold in an orderly manner in such offering without adversely affecting within a price range acceptable to the marketability of the offeringholders initially requesting such registration, the Company will shall include in such registration (i) first, the securities requested to be included therein by the holders requesting such registration, (ii) second, the Registrable Eligible Securities requested to be included in such registration, pro rata among the holders of such Registrable Eligible Securities on the basis of the number of shares of Registrable Securities owned by each such holder, and (iii) third, other securities requested to be included in such registration not covered by clause (i) aboveregistration.

Priority on Secondary Registrations. If a Piggyback Registration is an underwritten secondary registration on behalf of holders of the Company's securities (which registration was consented to pursuant to Section 2(h) above)’s securities, and the managing underwriters advise the Company in writing that in their opinion the number of securities requested to be included in such registration exceeds the number which can be sold in an orderly manner in such offering without adversely affecting within a price range acceptable to the marketability of the offeringholders initially requesting such registration, the Company will shall include in such registration the number which can be so sold in the following order of priority: (i) first, the securities requested to be included therein by the holders requesting such registration, (ii) second, registration and the Registrable Securities requested to be included in such registration, pro rata among the holders of any such Registrable Securities securities on the basis of the number of shares of Registrable Securities securities so requested to be included therein owned by each such holder, and (iiiii) thirdsecond, other securities requested to be included in such registration not covered by clause (i) aboveregistration.

Priority on Secondary Registrations. If a Piggyback Registration is an underwritten secondary registration on behalf of holders of the Company's securities (which registration was consented to pursuant to Section 2(h) above)other than Registrable Securities, and the managing underwriters advise the Company in writing that in their opinion the number of securities requested to be included in such registration exceeds the number which can be sold in such offering without adversely affecting the marketability of the offering, the Company will include in such registration (i) first, the securities requested to be included therein by the holders requesting such registration, (ii) second, the Registrable Securities requested to be included in such registration, pro rata among the holders of such Registrable Securities on the basis of the number of shares of Registrable Securities owned by each such holderholder (ii) second, the securities requested to be included therein by the holders requesting such registration, and (iii) third, other securities requested to be included in such registration not covered by clause (i) or (ii) above.

Priority on Secondary Registrations. If a Piggyback Registration is an underwritten secondary registration on behalf of holders of Registrable Securities (other than the Company's securities (which registration was consented to pursuant to Section 2(h) aboveIssuer or Bain, as applicable), and the managing underwriters advise underwriter(s) advises the Company Issuer in writing that in their its opinion the number of securities requested to be included in such registration exceeds the number which can be sold in such offering without adversely affecting the marketability of the offering, the Company Issuer will include in such registration registration: (ia) first, the securities requested to be included therein by the holders requesting such registration, (ii) second, and the Registrable Securities requested to be included in such registration, pro rata among the holders of such securities and Registrable Securities on the basis of the number of shares of Registrable Securities owned by each such holder, and (iiib) thirdsecond, other such securities requested to be included in such registration not covered by clause (i) aboveregistration.

Priority on Secondary Registrations. If a Piggyback Registration is an underwritten secondary registration on behalf of holders of the Company's securities (which registration was consented to pursuant to Section 2(h) above)’s securities, and the managing underwriters advise the Company in writing that in their opinion the number of securities requested to be included in such registration exceeds the number which can be sold in an orderly manner in such offering without adversely affecting within a price range acceptable to the marketability holders of the offeringa majority of such securities initially requesting such registration, the Company will shall include in such registration registration: (i) first, among the securities requested to be included therein by the holders requesting such registration, (ii) second, registration and the Registrable Securities Securities, if any, requested to be included in such registration, pro rata among the holders of such Registrable Securities securities on the basis of the number of shares of Registrable Securities securities owned by each such holder (but in no event greater than the amount requested to be included by such holder, ); and (iii) thirdsecond, other securities requested to be included in such registration not covered by clause (i) aboveregistration.

Priority on Secondary Registrations. If a Piggyback Registration is an underwritten secondary registration on behalf of holders of the Company's securities (which registration was consented to pursuant to Section 2(h) above), and the managing underwriters advise the Company in writing that in their opinion the number of securities requested to be included in such registration exceeds the number which can be sold in such offering without adversely affecting the marketability of the offering, the Company will include in such registration (i) first, the securities requested to be included therein by the holders requesting such registrationregistration and such other securities as may have the right to be included on a priority with such securities, pro rata based on the number of such securities requested to be included in such registration and (ii) second, the Registrable Securities Warrant Shares and other securities requested to be included in such registration, pro rata among the holders of such Registrable Securities based on the basis of the number of shares of Registrable Securities owned by each such holder, Warrant Shares and (iii) third, other securities so requested to be included in such registration not covered by clause (i) abovetherein.

Priority on Secondary Registrations. If a Piggyback Registration is an underwritten secondary registration on behalf of holders of the Company's securities (which registration was consented to pursuant to Section 2(h) above)securities, and the managing underwriters advise the Company in writing that in their opinion the number of securities requested to be included in such registration exceeds the number which can be sold in such offering without adversely affecting the marketability of the offering, including the proposed price for the securities, the Company will include in such registration (i) first, the securities requested to be included therein by the holders requesting such registration, (ii) second, the Registrable Securities requested to be included in such registration, pro rata among the holders of such Registrable Securities on the basis of the number of shares of Registrable Securities owned by each such holder, and (iii) third, other securities requested to be included in such registration not covered by clause (i) aboveregistration.

Priority on Secondary Registrations. If a Piggyback Registration is an underwritten secondary registration on behalf of holders of the Company's securities (which registration was consented to pursuant to Section 2(h) above)securities, and the managing underwriters advise the Company in writing that in their opinion the number of securities requested to be included in such registration exceeds the number which can be sold in such offering without adversely affecting the marketability of the offering, the Company will include in such registration (i) first, the securities requested to be included therein by the holders requesting such registration, (ii) secondthe Transcend Registrable Securities requested to be included, (iii) third, the Registrable Securities requested to be included in such registration, pro rata among the holders of such Registrable Securities on the basis of the number of shares of Registrable Securities owned by each such holdersecurities so requested to be included therein, and (iiiiv) thirdfourth, other securities requested to be included in such registration not covered by clause (i) aboveregistration.

Priority on Secondary Registrations. If a Piggyback Registration is an underwritten secondary registration solely on behalf of holders of the Company's securities (which registration was consented to pursuant to Section 2(h) above)securities, and the managing underwriters advise the Company in writing that in their opinion the number of securities requested to be included in such registration exceeds the number which can be sold in such offering without adversely affecting the marketability of the offering, the Company will include in such registration (i) first, the securities requested to be included therein by the holders requesting such registration, (ii) second, the holders of other securities of the Company with registration rights permitted to be included in such registration and (iii) the Registrable Securities requested to be included in such registrationregistration by the Investors, pro rata among the holders of all such Registrable Securities securities on the basis of the number of shares of Registrable Securities owned by each such holder, and (iii) third, other securities requested to be included in such registration not covered by clause (i) above.

Priority on Secondary Registrations. If a Piggyback Registration is an underwritten secondary registration on behalf of holders of the Company's Company securities (which registration was consented to pursuant to Section 2(h) aboveother than the holders of Registrable Securities), and the managing underwriters advise underwriter(s) advises the Company in writing that in their its opinion the number of securities requested to be included in such registration exceeds the number which can be sold in such offering without adversely affecting the marketability of the offering, the Company will include in such registration registration: (ia) first, the securities requested to be included therein by the holders requesting registration, (b) second, securities requested by the Company to be included in such registration, and (iic) secondthird, the Registrable Securities and other securities requested to be included in such registration, pro rata among the holders of such Registrable Securities and the holders of such other securities permitted to have their securities included in such registration on the basis of the number of shares of Registrable Securities owned by each such holder, and (iii) third, other securities requested to be included in such registration not covered by clause (i) above.

Priority on Secondary Registrations. If a Piggyback Registration is an underwritten secondary registration on behalf of holders of the Company's securities (which registration was consented to pursuant to Section 2(h) above), and the managing underwriters advise the Company in writing that in their opinion the number of securities requested to be included in such registration exceeds the number which can be sold in such offering without adversely affecting the marketability of the offering, the Company will include in such registration (i) first, the securities requested to be included therein by the holders requesting such registration, (ii) second, the number of 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 of Registrable Securities owned by each such holder, and (iii) third, other securities securities, if any, requested to be included in such registration not covered by clause (i) above.

Priority on Secondary Registrations. If a Piggyback Registration is an underwritten secondary registration on behalf of holders of the Company's securities (which registration was consented to pursuant to Section 2(h) above)securities, and the managing underwriters Underwriters advise the Company in writing that in their opinion the number of securities requested to be included in such registration exceeds the number which can be sold in such offering without adversely affecting the marketability of the offering, the Company will include in such registration (i) first, the securities requested to be included therein by the holders requesting such registration, registration and any other securities to be included in such registration (including Other Registrable Stock) and (ii) second, the Eligible Registrable Securities requested to be included in such registration, pro rata among the holders of such Eligible Registrable Securities and other securities on the basis of the number of shares of Registrable Securities owned requested to be included by each such holder, and (iii) third, other securities requested to be included in such registration not covered by clause (i) above.

Priority on Secondary Registrations. If a Piggyback Registration is an underwritten secondary registration on behalf of holders of the Company's securities (which registration was consented to pursuant to Section 2(h2(g) above), and the managing underwriters advise the Company in writing that in their opinion the number of securities requested to be included in such registration exceeds the number which can be sold in such offering without adversely affecting the marketability of the offering, the Company will include in such registration (i) first, the securities requested to be included therein by the holders requesting such registration, (ii) second, the Registrable Securities requested to be included in such registration, pro rata among the holders of such Registrable Securities on the basis of the number of shares of Registrable Securities owned by each such holder, and (iii) third, other securities requested to be included in such registration not covered by clause (i) or clause (ii) above.

Priority on Secondary Registrations. If a Piggyback Registration ----------------------------------- is an underwritten secondary registration on behalf of holders of the Company's securities (which registration was consented to pursuant to Section 2(h) above), and the managing underwriters advise the Company in writing that in their opinion the number of securities requested to be included in such registration exceeds the number which can be sold in such offering without adversely affecting the marketability of the offering, the Company will include in such registration (i) first, the securities requested to be included therein by the holders requesting such registration, (ii) second, the Registrable Securities requested to be included in such registration, pro rata among the holders of such Registrable Securities on the basis of the number of shares of Registrable Securities owned by each such holder, and (iii) third, other securities requested to be included in such registration not covered by clause (i) above.

Priority on Secondary Registrations. If a Piggyback Registration ----------------------------------- is an underwritten secondary registration on behalf of holders of the Company's securities (which registration was consented to pursuant to Section 2(h) aboveand is not a Demand Registration), 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 such offering without adversely affecting the marketability of the offering, the Company will shall include in such registration (i) first, the securities ----- requested to be included therein by the holders requesting such registration, (ii) second, registration and the Registrable Securities requested to be included in such registration, pro rata among the holders of such Registrable Securities securities on the basis of the number of shares of Registrable Securities owned by each such holder, holder and (iiiii) thirdsecond, other securities requested to be ------ included in such registration not covered by clause (i) aboveregistration.

Priority on Secondary Registrations. If a Piggyback Registration is an underwritten secondary registration on behalf of holders of the Company's securities (which registration was consented to pursuant to Section 2(h) above)securities, and the managing underwriters advise the Company in writing that in their opinion the number of securities requested to be included in such registration exceeds the number which can be sold in an orderly manner in such offering without adversely affecting within a price range acceptable to the marketability holders of a majority of the offeringRegistrable Securities to be included in such registration, the Company will shall include in such registration (i) first, the securities requested to be included therein by the holders requesting such registration, (ii) second, the Registrable Securities requested to be included in such registration, pro rata among the holders of such Registrable Securities on the basis of the number of shares of Registrable Securities owned requested by each such holderholder to be included in such offering, and (iii) third, other securities requested to be included in such registration not covered by clause (i) aboveregistration.

Priority on Secondary Registrations. If a Piggyback Registration is an underwritten secondary registration on behalf of holders of the Company's securities (which registration was consented to pursuant to Section 2(h) above)’s securities, and the managing underwriters advise the Company in writing that in their opinion the number of securities requested to be included in such registration exceeds the number which can be sold in such offering without adversely affecting the marketability of the offering, the Company will shall include in such registration (i) first, the securities requested to be included therein by the holders requesting such registration, (ii) second, the Registrable Securities and Other Registrable Securities requested to be included in such registration, pro rata among the holders of such Registrable Securities and Other Registrable Securities on the basis of the number of shares of Registrable Securities owned by each such holder, and (iii) third, other securities requested to be included in such registration not covered by clause (i) aboveregistration.

Priority on Secondary Registrations. If a Piggyback Registration is an underwritten secondary registration on behalf of holders of the Company's securities (which registration was consented to pursuant to Section 2(h) above)’s securities, and the managing underwriters advise the Company in writing that in their opinion the number of securities requested to be included in such registration exceeds the number which can be sold in an orderly manner in such offering without adversely affecting the marketability of the offeringoffering and within a price range acceptable to the holders of a majority of the Registrable Securities to be included in such registration, the Company will shall include in such registration (ia.) first, the securities requested the Company proposes to be included therein by the holders requesting such registrationsell, (iib.) second, the Registrable Securities requested to be included in such registration, registration pro rata among the holders of such Registrable Securities participating Investors on the basis of the number of shares of Registrable Securities owned by each such holderInvestor, and (iiic.) third, the other securities securities, if any, requested to be included in such registration not covered by clause clauses (ia.) aboveor (b.) of this Section 4 (iv.) pro rata among the holders of such securities on the basis of the number of shares requested to be registered by such holders or as such holders may otherwise agree in writing.

Priority on Secondary Registrations. If a Piggyback Registration is an underwritten secondary registration on behalf of holders of the Company's securities (which registration was consented to pursuant to Section 2(h) above)other than Registrable Securities, and the managing underwriters advise the Company in writing that in their opinion the number of securities requested to be included in such registration exceeds the number which can be sold in such offering without adversely affecting the marketability of the offering, the Company will include in such registration (i) first, the securities requested to be included therein by the holders requesting such registration, (ii) second, the Registrable Securities requested to be included in such registration, pro rata among the holders of such Registrable Securities on the basis of the number of shares of Registrable Securities owned by each such holder, and (iii) third, other securities requested to be included in such registration not covered by clause (i) or (ii) above.

Priority on Secondary Registrations. If a Piggyback Registration ----------------------------------- is an underwritten secondary registration on behalf of holders of the Company's securities (which registration was consented to pursuant to Section 2(h) aboveother than the holders of Investor Registrable Securities or Other Registrable Securities), and the managing underwriters advise the Company in writing that in their opinion the number of securities requested to be included in such registration exceeds the number which can be sold in such offering without adversely affecting the marketability of the offering, the Company will shall include in such registration (i) first, the securities requested to be included therein by the holders requesting such registration, (ii) second, registration and the Registrable Securities requested to be included in such registration, pro rata among the holders of such Registrable Securities securities on the basis of the number of shares of Registrable Securities owned by each such holder, securities requested to be included therein and (iiiii) thirdsecond, any other securities requested to be included in such registration not covered by clause (i) aboveregistration.

Priority on Secondary Registrations. If a Piggyback Piggy-back Registration is an underwritten secondary registration on behalf of holders of the CompanyHolding's securities (which registration was consented to pursuant to Section 2(h) above)securities, and the managing underwriters advise the Company Holding in writing that in their opinion the number of securities requested to be included in such registration exceeds the number which can be sold in such offering without adversely affecting the marketability of the offering, the Company Holding will include in such registration registration: (i) first, the securities requested to be included therein by the holders requesting such registration, (ii) second, the Registrable Securities requested to be included in such registration and other securities having piggyback rights with respect to such registration requested to be included in such registration, pro rata among the holders of all such Registrable Securities securities on the basis of the number of shares of Registrable Securities owned by each such holder, securities so requested to be included and (iiiii) thirdsecond, other securities requested to be included in such registration not covered by clause (i) aboveregistration.

Priority on Secondary Registrations. If a Piggyback Registration ----------------------------------- is an underwritten secondary registration on behalf of holders of the Company's securities (which registration was consented to pursuant to Section 2(h) above)securities, and the managing underwriters advise the Company in writing that in their opinion the number of securities requested to be included in such registration exceeds the number which can be sold in an orderly manner in such offering without adversely affecting within a price range acceptable to the marketability of the offeringholders initially requesting such registration, the Company will shall include in such registration (i) first, the securities requested to be included therein by the holders requesting such registration, (ii) second, the Registrable Securities requested to be included in such registration, pro rata among the holders of such Registrable Securities on the basis of the number of shares of Registrable Securities owned by each such holder, and (iii) third, other securities requested to be included in such registration not covered by clause (i) aboveregistration.

Priority on Secondary Registrations. If a Piggyback Registration is an underwritten secondary registration on behalf of holders of the Company's securities (which registration was consented to pursuant to Section 2(h) above)securities, and the managing underwriters advise the Company in writing that in their opinion the number of securities requested to be included in such registration exceeds the number which can be sold in such offering without adversely affecting the marketability of the offering, the Company will include in such registration (i) first, the securities requested to be included therein by the holders requesting such registration, (ii) second, the Registrable Securities requested to be included in such registration, pro rata among the holders of such Registrable Securities on the basis of the number of shares units of Registrable Securities owned by each such holder, and (iii) third, other securities requested to be included in such registration not covered by clause (i) or clause (ii) above (which registration was consented to pursuant to Section 2(h) above).

Priority on Secondary Registrations. If a Piggyback Registration is an underwritten secondary registration on behalf of holders of the Company's securities (which other than the parties hereto) who have been granted contractual demand registration was consented to pursuant to Section 2(h) above)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 such offering without adversely affecting the marketability of the offering, the Company will include in such registration (i) first, the securities requested to be included therein by the holders requesting such registration, (ii) second, the Registrable Securities requested to be included in such registration, pro rata among the holders of such Registrable Securities thereof on the basis of the number of shares of Registrable Securities owned by each such holder, and (iii) third, other securities requested to be included in such registration not covered by clause (i) abovepro 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 (which registration was consented to pursuant to Section 2(h) above)securities, and the managing underwriters advise the Company in writing that in their opinion the number of securities requested to be included in such registration exceeds the number which can be sold in an orderly manner in such offering without adversely affecting within a price range acceptable to the marketability holders of a majority of the offeringRegistrable Securities to be included in such registration, the Company will shall include in such registration (i1) first, the securities requested to be included therein by the holders requesting such registration, (ii) second, the Registrable Securities requested to be included in such registration, pro rata among the holders of such Registrable Securities on the basis of the number of shares of Registrable Securities owned by each such holder, and (iii) third, other securities requested to be included in such registration not covered by clause (i) aboveregistration.

Priority on Secondary Registrations. If a Piggyback Registration is an underwritten secondary registration on behalf of holders of the Company's ’s securities (which registration was consented to pursuant to Section 2(h2(g) above), and the managing underwriters advise the Company in writing that in their opinion the number of securities requested to be included in such registration exceeds the number which can be sold in such offering without adversely affecting the marketability of the offering, the Company will include in such registration (i) first, the securities requested to be included therein by the holders requesting such registration, (ii) second, the Registrable Securities requested to be included in such registration, pro rata among the holders of such Registrable Securities on the basis of the number of shares of Registrable Securities owned by each such holder, and (iii) third, other securities requested to be included in such registration not covered by clause (i) or clause (ii) above.

Priority on Secondary Registrations. If a Piggyback Registration ----------------------------------- is an underwritten secondary registration on behalf of holders of the Company's securities (which registration was consented to pursuant to Section 2(h) aboveother 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 such offering without adversely affecting the marketability of the offering, the Company will shall include in such registration (i) first, the ----- securities requested to be included therein by the holders requesting such registration, (ii) second, registration and the Investor Registrable Securities requested to be included in such registration, pro rata among the holders of such securities and such Investor Registrable Securities on the basis of the number of shares of Registrable Securities securities owned by each such holder, and (iii) third, other securities requested to be included in such registration not covered by clause (i) above.,

Priority on Secondary Registrations. If a Piggyback Registration ----------------------------------- is an underwritten secondary registration on behalf of holders of the Company's securities (which registration was consented to pursuant to Section 2(h) above)securities, and the managing underwriters advise the Company in writing that in their opinion the number of securities requested to be included in such registration exceeds the number which can be sold in such offering without adversely affecting the marketability of the offering, the Company will shall include in such registration (i) first, the securities requested to be included therein by the holders requesting such registration, and (ii) second, the Registrable Securities requested to be included in such registration and the other securities requested to be included in such registration, pro rata among the holders of such Registrable Securities and other securities on the basis of the number of shares of Registrable Securities owned by each such holder, and (iii) third, other securities requested to be included in such registration not covered by clause (i) above.

Priority on Secondary Registrations. If a Piggyback Registration ----------------------------------- is an underwritten secondary registration on behalf of holders of the Company's securities (which other than the parties hereto) who have been granted contractual demand registration was consented to pursuant to Section 2(h) above)rights, and the managing underwriters advise the Company in writing that in their opinion the number of securities requested to be included in such registration exceeds the number which can be sold in such offering without adversely affecting the marketability of the offering, the Company will include in such registration (i) first, the securities requested to be included ----- therein by the holders requesting such registration, (ii) second, registration and the Registrable Securities requested to be included in such registration, pro rata among the holders of such Registrable Securities securities on the basis of the number of shares of Registrable Securities owned by each such holder, and (iiiii) thirdsecond, other securities requested to be included in such ------ registration not covered by clause (i) abovepro 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 (which registration was consented to pursuant to Section 2(h) above)’s securities, and the managing underwriters advise the Company in writing that in their opinion the number of securities requested to be included in such registration exceeds the number which can be sold in such offering without adversely affecting the marketability of the offering, the Company will shall include in such registration (ia) first, the securities requested to be included therein by the holders requesting such registration, (iib) second, the Registrable Securities requested to be included in such registration, pro rata among the holders of such Registrable Securities securities on the basis of the number of shares of Registrable Securities owned by each such holder, holder and (iiic) third, other securities requested to be included in such registration not covered by clause (i) aboveregistration; provided, that, at least 15% of all securities proposed to be sold in any such Piggyback Registration shall constitute Registrable Securities requested to be included therein.

Priority on Secondary Registrations. If a Piggyback Registration is an underwritten secondary registration on behalf of holders of the Company's ’s securities other than the Holders (which registration was consented to pursuant to Section 2(h) above“Other Holders”), and the managing underwriters advise underwriter advises the Company in writing that that, in their opinion its opinion, the total number of securities requested to be included in such registration exceeds the number which can be sold in an orderly manner in such offering without adversely affecting the marketability within a price range acceptable to a majority of the offeringsecurities held by the Other Holders to be included in such registration, then the Company will shall include in such registration (i) first, the securities requested to be included therein by the holders requesting such registration, (ii) second, the Registrable Securities requested Other Holders to be included in such registration, pro rata among the holders of such Other Holders, (ii) second, the Registrable Securities on requested by the basis of the number of shares of Registrable Securities owned by each Holders thereof to be included in such holderregistration, pro rata among such Holders, and (iii) third, any other securities requested to be included in such registration not covered by clause (i) aboveregistration.

Priority on Secondary Registrations. If a Piggyback Registration is an underwritten secondary registration on behalf of holders of the Company's securities (which registration was consented to pursuant to Section 2(h) aboveother than the Holders of Investor Registrable Securities), and the managing underwriters advise the Company in writing that in their opinion the number of securities requested to be included in such registration exceeds the number which can be sold in such offering without adversely affecting the marketability of the offering, the Company will shall include in such registration (i) first, the securities requested to be included therein by the holders requesting such registration, (ii) second, registration and the Registrable Securities requested to be included in such registration, registration pro rata among the holders of such Registrable Securities securities on the basis of the number of shares of Registrable Securities securities owned by each such holder, other holders and the Holders requesting to be included in such registration and (iiiii) thirdsecond, any other securities requested to be included in such registration not covered by clause (i) aboveregistration.

Priority on Secondary Registrations. If a Piggyback Registration is an underwritten secondary registration on behalf of holders of the Company's securities (which registration was consented to pursuant to Section 2(h) above)securities, and the managing underwriters advise the Company in writing that in their opinion the number of securities requested to be included in such registration exceeds the number which can be sold in such offering without adversely affecting the marketability of the offering, the Company will include in such registration (i) first, the securities requested to be included therein by the holders requesting such registration, (ii) second, the Registrable Securities and securities of the Company with respect to which similar registration rights have heretofore been granted and requested to be included in such registration, pro rata among in accordance with the amounts of Registrable Securities and such securities requested to be so included by the respective Holders and holders of such Registrable Securities on the basis securities of the number of shares of Registrable Securities owned by each such holderCompany, and (iii) third, other securities requested to be included in such registration not covered by clause (i) aboveregistration.

Priority on Secondary Registrations. If a Piggyback Registration is an underwritten secondary registration on behalf of holders of the Company's securities (which registration was consented to pursuant to Section 2(h) above)other than Registrable Securities, and the managing underwriters advise the Company in writing that in their opinion the all or a number of the securities requested to be included in such registration exceeds the number which can be sold in an orderly manner in such offering without adversely affecting within a price range acceptable to the marketability of the offeringholders initially requesting such registration, the Company will shall include in such registration (i) first, the securities requested to be included therein by the holders requesting such registration, (ii) second, the Registrable Securities requested to be included in such registration, pro rata among the holders of such Registrable Securities on the basis of the number of shares of such Registrable Securities owned by each such holder, and (iii) third, other securities requested and permitted to be included in such registration not covered by clause (i) aboveregistration.

Priority on Secondary Registrations. If a Piggyback Registration is ----------------------------------- an underwritten secondary registration on behalf of holders of the Company's securities (which registration was consented to pursuant to Section 2(h) abovenot including Primary 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 such offering without adversely affecting the marketability of the offering, the Company will include in such registration (i) first, the securities requested to be included therein by the holders requesting such registration, if any, and (ii) second, the Registrable Securities requested to be included in such registration by E&Y and all Other Common Stock requested to be included in such registration, to be included pro rata among the holders of such Registrable Securities on the basis of the number of shares of Registrable Securities owned such securities for which the Company has been given written requests for inclusion therein by each such holder, and (iii) third, other securities requested to be included in such registration not covered by clause (i) aboveholder thereof.

Priority on Secondary Registrations. If a Piggyback Registration is an underwritten secondary registration on behalf of holders of the CompanyBorrower's securities (which registration was consented to pursuant to Section 2(h) above)securities, and the managing underwriters advise the Company Borrower in writing that in their opinion the number of securities requested to be included in such registration exceeds the number which can be sold in such offering without adversely affecting the marketability of the offering, the Company Borrower will include in such registration (i) first, the securities requested to be included therein by the holders requesting such registration, (ii) second, the Registrable Securities and securities of Borrower with respect to which similar registration rights have heretofore been granted and requested to be included in such registration, pro rata among in accordance with the amounts of Registrable Securities and such securities requested to be so included by the respective Holders and holders of such Registrable Securities on the basis securities of the number of shares of Registrable Securities owned by each such holderBorrower, and (iii) third, other securities requested to be included in such registration not covered by clause (i) aboveregistration.