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 other than holders of Registrable Securities (it being understood that secondary registrations on behalf of holders of Registrable Securities are addressed in Section 1 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 of a majority of the securities initially requested to be included in such registration, then the Company shall include in such registration (i) first, the securities requested to be included therein by the holders requesting such registration and the Registrable Securities requested to be included in such registration, in each case that, in the opinion of such underwriters, can be sold in an orderly manner within such price range, pro rata among the holders of such securities and the holders of such Registrable Securities on the basis of the number of securities owned by each such holder, and (ii) second, other securities requested (and permitted) to be included in such registration, if any, that, in the opinion of such underwriters, can be sold in an orderly manner within such price range.

Priority on Secondary Registrations. If a Piggyback Registration is an underwritten secondary registration on behalf of holders of the Company’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 rather than this Section 2(d))'s securities, and the managing underwriters advise the Company in writing that, that in their opinion, opinion the number of securities requested to be included in such registration exceeds the number which can be sold in an orderly manner in such offering within a price range reasonably acceptable to the holders of a majority of such holders, the securities initially requested to which can be included in such registration, then the Company registration shall include in such registration be allocated as follows: (i) first, the securities requested to be included therein in such registration by the holders requesting of the Company's securities on whose behalf the registration is being made, (ii) then, to the extent of availability, securities to be registered for the account of the Company and (iii) thereafter, to the extent of availability, to other security holders exercising piggyback registration rights, pro rata based upon the number of Shares owned by each such holder. In the event the underwriters of such secondary registration and exercise one or more over-allotment options with respect thereto, the Registrable Securities requested shares to be included in such registration, in each case that, in the opinion of such underwriters, can over-allotment option(s) will be sold in an orderly manner within such price range, allocated pro rata among the holders of the Company's securities on whose behalf such securities secondary registration was made, the Company, and the holders of such Registrable Securities securities described in item (iii) of this Section 3.2(c) on the basis of the number of securities owned by of each such holder, and (ii) second, other securities requested (and permitted) to be included in such registration, if any, that, party registered in the opinion of such underwriters, can be sold in an orderly manner within such price rangeunderlying registration to which the over-allotment option relates.

Priority on Secondary Registrations. If a Piggyback Registration is an underwritten secondary registration on behalf of holders of the Company’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 rather than this Section 2(d))equity 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 without adversely affecting the holders marketability, proposed offering price, timing or method of a majority distribution of the securities initially requested to be included in such registrationoffering, then the Company shall will include in such registration (i) first, the securities requested to be included therein by the holders requesting such registration and the number of Registrable Securities requested by the Holders to be included in such registrationincluded, in each case thatwhich, in the opinion of such underwriters, can be sold in an orderly manner within sold, without any such price rangeadverse effect, pro rata among the holders of such securities and the holders of such Registrable Securities respective Holders on the basis of the number of securities Registrable Securities owned by each such holder, and Holder; (ii) second, other the securities that the Company proposes to sell; and (iii) third, the number of Registrable Securities requested (and permitted) to be included in such registration, if any, thatby the PIPE Holders which, in the opinion of such underwriters, can be sold, without any such adverse effect, pro rata among the respective PIPE Holders on the basis of the number of Registrable Securities owned by each such PIPE Holder; and (iv) fourth, other securities requested to be included in such registration which, in the opinion of the underwriters, can be sold in an orderly manner within without any such price rangeadverse effect.

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 holders of Registrable Securities (it being understood that secondary registrations on behalf of holders of Investor Registrable Securities and Warrant Holder Registrable Securities are addressed in Section SECTION 1 above rather than this Section 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 of a majority of the securities initially requested Registrable Securities to be included in such registration, then the Company shall include in such registration (i) first, the securities requested to be included therein by the holders requesting such registration and registration, (ii) second, the Registrable Securities requested to be included in such registration, in each case that, in the opinion of such underwriters, can be sold in an orderly manner within such price range, pro rata among the holders of such securities and the holders of such Registrable Securities on the basis of the number of securities shares owned by each such holder, holder and (iiiii) secondthird, the other securities requested (and permitted) to be included in such registration, if any, that, in the opinion of such underwriters, can be sold in an orderly manner within such price range.

Priority on Secondary Registrations. If a Piggyback Registration is an underwritten secondary registration on behalf of holders of the Company’s securities other than holders of Registrable Securities (it being understood that secondary demand registrations on behalf of holders of Registrable Securities are addressed in Section 1 rather than this Section 2(d)2), 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 of a majority of the securities initially requested to be included in requesting such registration, then the Company 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 and the Registrable Securities requested to be included in such registration, in each case that, which in the opinion of such underwriters, underwriter can be sold in an orderly manner within the price range of such price rangeoffering, pro rata among the holders of all such securities and the holders of such Registrable Securities on the basis of the number of securities owned by each such holder, and (ii) second, other securities securities, if any, requested (and permitted) to be included in such registration, if any, that, which in the opinion of such underwriters, underwriter can be sold in an orderly manner within the price range of such price rangeoffering.

Priority on Secondary Registrations. If a Piggyback Registration is an underwritten secondary registration on behalf of holders of the CompanyPubco’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 rather than this Section 2(d))Securities, and the managing underwriters advise the Company Pubco in writing that, that in their opinion, opinion the number of securities requested to be included in such registration exceeds the 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 marketability, proposed offering price, timing or method of a majority distribution of the securities initially requested to be included in such registrationoffering, then the Company Pubco shall include in such registration (i) first, the securities requested to be included therein by the holders initially requesting such registration and the Class C Unit Registrable Securities requested to be included in such registrationregistration by the holders of Class C Unit Registrable Securities (pro rata among the holders of such Class C Unit Registrable Securities on the basis of the number of Class C Unit Registrable Securities owned by each such holder), (ii) second, the Controlling Investor Registrable Securities requested to be included in each case thatsuch registration by the Controlling Investors which, in the opinion of such underwriters, can be sold in an orderly manner within sold, without any such price range, adverse effect (pro rata among the holders of such securities and the holders of such Registrable Securities on the basis of the number of securities Registrable Securities owned by each such holder), and (iiiii) secondthird, other securities requested (and permitted) to be included in such registration, if any, thatregistration which, in the opinion of such underwriters, can be sold in an orderly manner within sold, without any such price rangeadverse effect.

Priority on Secondary Registrations. If a Piggyback Registration is an underwritten secondary registration Registration on behalf of holders of the Company’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 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 the Registration exceeds the number which can be sold in an orderly manner in such offering within a price range acceptable to and/or that the holders number of a majority of the securities initially requested proposed to be included in such registrationoffering would adversely affect the price per share of the Common Stock, then the Company shall include in such registration the Registration (i) first, the securities requested to be included therein by the holders requesting such registration and Registration pro rata among the holders of such other securities on the basis of the number of shares requested to be registered by each such holder or as such holders may otherwise agree, (ii) second, the Registrable Securities requested to be included in such registrationRegistration pro rata among the Holders on the basis of the number of shares proposed to be registered by each or as such Holders may otherwise agree and (iii) third, in each case that, other securities requested to be included in the opinion of such underwriters, can be sold in an orderly manner within such price range, Registration pro rata among the holders of such other securities and the holders of such Registrable Securities on the basis of the number of securities owned shares requested to be registered by each such holder, and (ii) second, other securities requested (and permitted) to be included in holder or as such registration, if any, that, in the opinion of such underwriters, can be sold in an orderly manner within such price rangeholders may otherwise agree.

Priority on Secondary Registrations. If a Piggyback Registration is an underwritten a secondary registration on behalf of holders of the CompanyRegistrant’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 rather than this Section 2(d)), and the managing underwriters advise the Company Registrant 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 Optimal Number, the holders of a majority of the securities initially requested to be included in such registration, then the Company Registrant shall include in such registration (i) first, the securities requested to be included therein by the holders requesting such registration and up to the Optimal Number, (ii) second, the Registrable Securities of the Registrant requested by the Participating Unitholders to be included therein up to a number of securities that, when combined with the securities included in such registrationregistration pursuant to clause (i) preceding, causes the total number of securities included in each case that, in such registration to be equal to the opinion of such underwriters, can be sold in an orderly manner within such price rangeOptimal Number, pro rata among the holders of such securities and the holders of such Registrable Securities on the basis of the number of such Registrable Securities owned by each such Participating Unitholder, and (ii) third, if and to the extent permitted by the holder(s) of a majority of the Brentwood Securities, other securities of the Registrant requested to be included in such registration up to a number of securities that, when combined with the securities included in such registration pursuant to clauses (i) and (ii) preceding, causes the total number of securities included in such registration to be equal to the Optimal Number, pro rata among the holders of such securities on the basis of the number of securities owned by each such holder, and holder (ii) second, other securities requested (and permitted) to the extent permitted to be included in such registration, if any, thatso included, in the opinion case of such underwriters, can be sold in an orderly manner within such price rangesecurities which are not Registrable Securities).

Priority on Secondary Registrations. If a Piggyback Registration is an underwritten secondary registration on behalf of holders of the Company’s securities other than holders of Registrable Securities Other Holders (it being understood that secondary registrations on behalf of holders Holders of Registrable Securities are addressed in Section 1 rather than this Section 2(d)), 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 the holders Holders of a majority of the securities initially requested Registrable Securities to be included in such registration, then the Company Corporation shall include in such registration registration, (i) first, the securities Other Securities requested to be included therein by the holders Other Holders requesting such registration and the 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 price rangeoffering (if any), pro rata among the holders of such securities Other Securities and the holders of such Registrable Securities on the basis of the number of securities shares of Common Stock owned by each such holder, and (ii) second, the other securities requested (and permitted) to be included in such registration, if any, registration that, in the opinion of such underwriters, can be sold in an orderly manner within the price range of such price rangeoffering (if any).

Priority on Secondary Registrations. If a Piggyback Registration or a Piggyback Shelf Take-Down is initiated as an underwritten secondary registration offering other than on behalf of holders of the Company’s 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 rather than this Section 2(d)), and the managing underwriters of the offering advise the Company in writing that, in their opinion, the number of securities Equity Securities proposed to be included in such offering, including all Registrable Securities and all other Equity Securities requested to be included in such registration offering, exceeds the number of Equity Securities which can reasonably be expected to be sold in an orderly manner in such offering within a price range acceptable to without adversely affecting the holders success of a majority the offering (including the price, timing or distribution of the securities initially requested to be included sold in such registrationoffering), then the Company shall include in such registration Piggyback Registration or Piggyback Shelf Take-Down: (i) first, the securities requested to be included therein by the holders requesting such registration and the Registrable Securities requested to be included in such registrationregistration by the Stockholder or any other Investor (and, in each case thatif applicable, Other Stockholders), allocated, in the opinion case of such underwriters, can be sold in an orderly manner within such price rangethis clause (i), pro rata among the holders of such securities and the holders of such Registrable Securities Investors (and, if applicable, Other Stockholders) on the basis of the number of securities owned Registrable Securities initially proposed to be included by each such holderInvestor (and, if applicable, Other Stockholders) in such offering; and (ii) second, other securities requested (and permitted) any Equity Securities that the Company proposes to be included sell in such registration, if any, that, in the opinion of such underwriters, can be sold in an orderly manner within such price rangeoffering.

Priority on Secondary Registrations. If a Piggyback Registration is an underwritten secondary registration on behalf of holders of the Company’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 rather than this Section 2(d))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 of securities which can be sold in an orderly manner in such offering within a price range acceptable to without adversely affecting the holders marketability, proposed offering price, timing or method of a majority distribution of the securities initially requested to be included in such registrationoffering, then the Company shall include in such registration (i) first, the securities requested to be included therein by the holders initially requesting such registration and registration, (ii) second, the Registrable Securities requested to be included in such registration, in each case thatregistration by the Registration Rights Holders which, in the opinion of such underwriters, can be sold in an orderly manner within sold, without any such price range, adverse effect (pro rata among the holders of such securities and the holders of such Registrable Securities on the basis of the number of securities Registrable Securities owned by each such holder), and (iiiii) secondthird, if all of the Registrable Securities requested to be included in Section 3(c)(ii) above are included, then other securities requested (and permitted) to be included in such registration, if any, thatregistration which, in the opinion of such underwriters, can be sold in an orderly manner within sold, without any such price rangeadverse effect.

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 holders of Registrable Securities (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, (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 of a majority of the securities initially requested Registrable Securities to be included in such registration, then the Company shall include in such registration (i) first, except to the extent otherwise previously agreed to by the holders of a majority of the Registrable Securities, the securities requested to be included therein by the holders requesting such registration and registration, (ii) second, the 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 such price range, pro rata among the holders of such securities and the holders of such Registrable Securities on the basis of the number of securities shares owned by each such holder, and (iiiii) secondthird, other securities requested (and permitted) to be included in such registration, if any, that, in the opinion of such underwriters, can be sold in an orderly manner within such price range.

Priority on Secondary Registrations. If a Piggyback Registration is an underwritten secondary registration on behalf of holders a holder of the Company’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 rather than this Section 2(d))Securities, and the managing underwriters advise underwriter(s) advise(s) the Company in writing that, that in its or their opinion, opinion the number of securities requested to be included in such registration exceeds the largest number which that can be sold in an orderly manner in such offering within a price range acceptable to and/or that the holders number of a majority of the securities initially requested Registrable Securities proposed to be included in any such registrationregistration would have an adverse effect on the offering, then including the price per share at which the Company’s equity securities can be sold in such offering, the Company shall include in such registration (i) first, the securities requested to be included therein by the holders requesting such registration and registration, together with the Registrable Securities requested to be included in therein by the Holders, pro rata among (A) the holders of securities requesting such registrationregistration and (B) the Holders of such Registrable Securities, in each case thatcase, on the basis of the number of Registrable Securities requested to be registered by such Holders or holders of securities, as applicable, (ii) second, securities the Company proposes to sell and (iii) third, other securities requested to be included in the opinion of such underwriters, can be sold in an orderly manner within such price range, registration pro rata among the holders of such securities and the holders of such Registrable Securities on the basis of the number of securities owned by each such holder, and (ii) second, other securities shares requested (and permitted) to be included registered by such holders or as such holders may otherwise agree in such registration, if any, that, in the opinion of such underwriters, can be sold in an orderly manner within such price rangewriting.

Priority on Secondary Registrations. If a Piggyback Registration or a Piggyback Shelf Take-Down is initiated as an underwritten secondary registration offering other than on behalf of holders of the Company’s 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 rather than this Section 2(d)), and the managing underwriters of the offering advise the Company in writing that, in their opinion, the number of securities Equity Securities proposed to be included in such offering, including all Registrable Securities and all other Equity Securities requested to be included in such registration offering, exceeds the number of Equity Securities which can reasonably be expected to be sold in an orderly manner in such offering within a price range acceptable to without adversely affecting the holders success of a majority the offering (including the price, timing or distribution of the securities initially requested to be included sold in such registrationoffering), then the Company shall include in such registration Piggyback Registration or Piggyback Shelf Take-Down: (i) first, the securities requested to be included therein by the holders requesting such registration and the Registrable Securities requested to be included in such registrationregistration by the Stockholder or any other Investor (and, in each case thatif applicable, Other Stockholder), allocated, in the opinion case of such underwriters, can be sold in an orderly manner within such price rangethis clause (i), pro rata among the holders of such securities and the holders of such Registrable Securities Investors (and, if applicable, Other Stockholders) on the basis of the number of securities owned Registrable Securities initially proposed to be included by each such holderInvestor (and, if applicable, Other Stockholders) in such offering or as otherwise mutually agreed by such Investors; and (ii) second, other securities requested (and permitted) any Equity Securities that the Company proposes to be included sell in such registration, if any, that, in the opinion of such underwriters, can be sold in an orderly manner within such price rangeoffering.

Priority on Secondary Registrations. If a Piggyback Registration is an underwritten relates to a secondary registration Underwritten Offering on behalf of other holders of the Company’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 rather than this Section 2(d))securities, and the managing underwriters underwriter(s) 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 without adversely affecting the holders of a majority marketability of the securities initially requested to be included in such registrationoffering, then the Company shall will include in such registration only such number of securities that in the opinion of such underwriters can be sold without adversely affecting the marketability of the offering, which securities will be so included in the following order of priority: (i) first, the securities requested to be included therein by the holders requesting holder(s) making demand for such registration and the Underwritten Offering together with any Registrable Securities requested to be included in such registration, in each case that, in registration by the opinion of such underwriters, can be sold in an orderly manner within such price range, Financial Investors on a pro rata among the holders of such securities and the holders of such Registrable Securities on the basis of relative to the number of securities owned total shares of Common Stock requested to be included therein by such other holder(s) and the number of Registrable Securities requested to be included therein by the Financial Investors, until with respect to each such holderother holder(s) and Financial Investors, all Registrable Securities requested for registration by such other holder(s) and Financial Investors have been included in such registration and (ii) second, other securities the Registrable Securities requested (and permitted) to be included therein by Magnus, until all Registrable Securities requested for registration by Magnus have been included in such registration, if any, that, in the opinion of such underwriters, can be sold in an orderly manner within such price range.

Priority on Secondary Registrations. If a Piggyback Registration is an underwritten secondary registration on behalf of holders Holders of the Company’s securities other than holders of Registrable Securities (it being understood that secondary registrations on behalf of holders of Registrable Securities are addressed which registration was granted in accordance with Section 1 rather than this Section 2(d)2(h) above), and the Company will include in such registration all securities requested to be included in such registration; provided, that if the managing underwriters advise the Company in writing that, 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 marketability, proposed offering price, timing or method of a majority distribution of the securities initially requested to be included in such registrationoffering, then the Company shall will include in such registration (i) first, the securities requested to be included therein by the holders initially requesting such registration and the Registrable Securities requested to be included in such registration, in each case thatwhich, in the opinion of such the underwriters, can be sold in an orderly manner within without any such price rangeadverse effect, pro rata among the holders of such securities and the holders of such Registrable Securities on the basis of the number of securities owned by each such holder, and (ii) second, other securities the Registrable Securities requested (and permitted) to be included in such registration, if any, thatregistration which, in the opinion of such the underwriters, can be sold without any such adverse effect, pro rata among the Holders of such securities on the basis of the number of securities owned by such Holder, and (iii) third, other securities requested to be included in an orderly manner within such price rangeregistration which, in the opinion of the underwriters, can be sold without any such adverse effect.

Priority on Secondary Registrations. If a Piggyback Registration is an underwritten secondary registration on behalf of holders of the CompanyCorporation’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 rather than this Section 2(d)), 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 the holders of a majority of the securities initially requested to be included in such registration, then the Company Corporation shall include in such registration (i) first, the securities requested to be included therein by the holders requesting such registration and registration, (ii) second, (A) the Registrable Securities requested to be included in such registration, and (B) the Investor Securities requested to be included in such registration by the Investor Stockholders pursuant to the Investor Rights Agreement, in each case that, in the opinion of such underwriters, can be sold in an orderly manner within such price range, pro rata among the respective holders of such securities and the holders of such Registrable Securities on the basis of the number of shares of such securities owned by each such holder, and (iiiii) secondthird, other securities requested (and permitted) to be included in such registration, if any, that, in the opinion of such underwriters, can be sold in an orderly manner within such price range.

Priority on Secondary Registrations. If a Piggyback Registration is an initiated as a secondary underwritten secondary registration on behalf of holders a holder of the Company’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 rather than this Section 2(d))the Investor, and the managing underwriters advise underwriter advises the Company that in writing that, in their opinion, its reasonable 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 without having an adverse effect on such offering, including the price range acceptable to the holders of a majority of the at which such securities initially requested to can be included in such registrationsold, then the Company shall include in such registration the maximum number of shares that such underwriter advises can be so sold without having such adverse effect, allocated (i) first, to the securities requested to be included therein by the holders holder(s) requesting such registration registration, (ii) second, among other equity securities (of the same class of the securities being registered and that are the Registrable Securities subject of the offering) requested to be included in such registration, in each case that, in Piggyback Registration by the opinion of such underwriters, can be sold in an orderly manner within such price rangeInvestor and Green (provided that Green is not the requesting holder), pro rata among the holders of such securities Investor and the holders of such Registrable Securities Green on the basis of the number percentage of the then outstanding shares requested to be registered by them or on such basis as Green and the Investor may agree among themselves and the Company (iii) third, among other equity securities owned by each such holder, (of the same class of the securities being registered and (iithat are the subject of the offering) second, other securities requested (and permitted) to be included in such registrationregistration by other security holders of the Company (other than the Investor and Green) and the Company, if any, that, in pro rata among such holder(s) and the opinion Company on the basis of the percentage of the then outstanding shares requested to be registered by them or on such underwriters, can be sold in an orderly manner within basis as such price rangeholder(s) may agree among themselves and the Company.

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 other than holders of Registrable Securities (it being understood that secondary registrations on behalf of holders of Registrable Securities are addressed in Section 1 rather than this Section 2(d))pursuant to demand registration rights, 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 and/or that the holders number of a majority shares of the securities initially requested Registrable Securities proposed to be included in any such registrationregistration would adversely affect the price per share of the Company's equity securities to be sold in such offering, then the Company shall include in such registration (i) first, the securities requested to be included therein by the holders requesting such registration and the Registrable Securities requested to be included in such registration, in each case that, in the opinion of such underwriters, can be sold in an orderly manner within such price range, pro rata among the holders of such securities and the holders of such Registrable Securities on the basis of the number of securities owned requested to be registered by each such holderholders, and (ii) second, other securities, including Registrable Securities, requested to be included in such registration pro rata among (A) the holders of such securities who have been granted registration rights similar to the Holders prior to the date hereof and (B) the Holders collectively, on the basis of the number of securities requested to be registered by such holders, including the Holders, or as such holders, including the Holders, may otherwise agree, and (and permittediii) third, other securities requested to be included in such registration, if any, that, in the opinion of such underwriters, can be sold in an orderly manner within such price range.

Priority on Secondary Registrations. If a Piggyback Registration is solely an underwritten secondary registration on behalf of holders of the Company’s securities Common Stock (other than holders of Registrable Securities (it being understood that secondary registrations on behalf of holders of Registrable Securities are addressed in Section 1 rather than this Section 2(d))Shares) who have the contractual right to initiate such a registration, and the managing underwriters advise the Company Corporation in writing that, that in their opinion, opinion the number of securities shares of Common Stock 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 without adversely affecting the holders of a majority Corporation or the marketability of the securities initially requested to be included in such registrationoffering, then the Company shall Corporation will include in such registration (i) first, the securities number of shares of Common Stock (other than Shares) requested to be included therein in such offering by the holders initially requesting such registration pursuant to such contractual rights, to the extent such holders have the contractual right to have such shares included in such registration prior to Shares; (ii) second, the number of shares of Common Stock the Corporation proposes to sell in such registration; and (iii) third, the Registrable Securities number of Shares requested to be included in such registration, pro rata among the respective holders thereof on the basis of the number of Shares requested by them to be included in such registration, in each case thatcase, up to the aggregate number of shares of Common Stock that in the opinion of such underwriters, managing underwriters can be sold in an orderly manner within such price range, pro rata among without adversely affecting the holders Corporation or the marketability of such securities and the holders of such Registrable Securities on the basis of the number of securities owned by each such holder, and (ii) second, other securities requested (and permitted) to be included in such registration, if any, that, in the opinion of such underwriters, can be sold in an orderly manner within such price rangeoffering.

Priority on Secondary Registrations. If a Piggyback Registration is an underwritten secondary registration on behalf of holders of the Company’s Corporation's securities other than holders pursuant to the exercise of Registrable Securities (it being understood that secondary registrations on behalf of holders of Registrable Securities are addressed in Section 1 rather than this Section 2(d))such holders' demand registration rights or otherwise, 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 of securities which can be sold in an orderly manner in such offering within a price range acceptable to without adversely affecting the holders of a majority of offering or the securities initially requested to be included in such registrationoffering price, then the Company shall Corporation will include in such registration (i) first, the number of securities requested proposed to be included therein by on behalf of the holders requesting of the Corporation's securities exercising demand registration rights, allocated among the holders of such registration and the Registrable Securities requested to be included securities in such registrationproportions as the Corporation and such holders may agree, in each case that(ii) second, up to the full number of securities the Corporation proposes to sell, (iii) third, to the extent that additional securities can, in the opinion of such underwriters, can be sold included in an orderly manner within such price rangeregistration without adversely affecting the offering or the offering price, up to the full number of securities requested to be included in such registration by the holders of Registrable Securities and other holders of securities entitled to include securities in such Piggyback Registration, allocated pro rata among the such holders of such securities and the holders of such Registrable Securities on the basis of the number of securities owned requested to be included therein by each such holder, holder and (iiiv) secondfourth, other any additional securities requested (and permitted) to that may be included in such registration, if any, that, in the opinion of such underwriters, can without adversely affecting the offering or the offering price, as may be sold in an orderly manner within such price rangeagreed upon by the Corporation and any other securityholders.

Priority on Secondary Registrations. If a Piggyback Registration is an underwritten secondary registration on behalf of holders of the Company’s Company securities (other than the holders of Registrable Securities (it being understood that secondary registrations on behalf of holders of Registrable Securities are addressed in Section 1 rather than this Section 2(d)Securities), and the managing underwriters advise underwriter(s) or broker-dealer(s) advises the Company in writing that, that in their opinion, its opinion the number of securities requested to be included in such registration exceeds the number which can be sold in an orderly manner in such offering within a price range acceptable to Maximum Offering Amount, the holders of a majority of the securities initially requested to be included Company will include in such registration, then the Company shall include in such registration : (ia) first, the securities requested to be included therein by the applicable holders requesting such registration and the Registrable Securities requested to be included in such registration, in each case that, in the opinion of such underwriters, can be sold in an orderly manner within such price range, pro rata among the holders of such securities and the holders of such Registrable Securities based on the basis of the number of securities owned by each such holder, and (ii) second, other securities and Registrable Securities initially requested (and permitted) to be included in such registrationPiggyback Registration by each Stockholder and by Blueapple or the Call Option Holder with respect to any Company-Offered Registrable Securities requested to be included in such Piggyback Registration, if any, that, in the opinion of such underwriters, that can be sold without exceeding the Maximum Offering Amount, and (b) second, to the extent that the Maximum Offering Amount has not been reached, all other such securities to be included in an orderly manner within such price rangeregistration that can be sold without exceeding the Maximum Offering Amount; provided, that if such underwriter(s) or broker-dealer(s) provide written notice advising in good faith, based upon the then prevailing market precedent and public investor expectations, that participation in the offering by any Management Stockholder would materially and adversely affect the marketability of such offering, then Registrable Securities held by one or more Management Stockholders may be excluded (in whole or in part) from such offering, even if such exclusion would not treat such Management Stockholder on a pro rata basis with the other holders of Registrable Securities.

Priority on Secondary Registrations. If a Piggyback Registration is done in compliance with an underwritten secondary registration on behalf of holders of the Company’s securities other than holders of Registrable Securities (it being understood that secondary registrations Demand Registrations by or on behalf of holders of Registrable Securities are addressed in Section 1 2 rather than this Section 2(d3(c)), and the Company will include in such registration all securities requested to be included in such registration; provided, that if the managing underwriters advise the Company in writing that, in their good faith opinion, the number of securities requested to be included in such registration exceeds the number which of Registrable Securities that can reasonably be expected to be sold in an orderly manner such offering without materially and adversely affecting the success of the offering (including the price, timing or distribution of the Registrable Securities to be sold in such offering within a price range acceptable to the holders of a majority of the securities initially requested to be included in such registration, then the Company shall include in such registration offering) (i) first, the securities requested to be included therein by the holders initially requesting such registration and the number of Registrable Securities requested to be included in such registration, in each case that, in registration by the opinion holders of such underwriters, can be sold in an orderly manner within such price rangeRegistrable Securities, pro rata among the respective holders of such securities and the thereof (including holders of such Registrable Securities Securities) based on the basis of the number of such securities owned by each such holderholder at such time, and (ii) second, other securities securities, if any, requested (and permitted) to be included in such registration, if any, that, registration as may be determined by the Company in the opinion of such underwriters, can be sold in an orderly manner within such price rangeits discretion.

Priority on Secondary Registrations. If a Piggyback Registration is an underwritten secondary registration on behalf of holders of the Company’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 rather than this Section 2(d))securities, and the managing underwriters advise the Company and the Holders of Registrable Securities that have requested inclusion in writing such offering 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 marketability, proposed offering price, timing, distribution method or probability of a majority success of the securities initially requested to be included in such registrationoffering, then the Company shall will include in such registration (i) first, the securities requested to be included therein by the holders requesting such registration and registration, (ii) second, the Registrable Securities requested to be included in such registration, in each case that, which in the opinion of such underwriters, underwriters can be sold in an orderly manner within such price rangewithout adverse effect, pro rata among the holders of such securities and the holders Holders of such Registrable Securities on the basis of the number of Registrable Securities owned by each such requesting Holder, and (iii) third, other securities requested to be included in such registration which in the opinion of such underwriters can be sold without adverse effect, pro rata among the holders of such other securities on the basis of the number of such securities owned by each such holder, and (ii) second, other securities requested (and permitted) to be included in such registration, if any, that, in the opinion of such underwriters, can be sold in an orderly manner within such price range.

Priority on Secondary Registrations. If a Piggyback Registration is an underwritten secondary registration on behalf of holders of the Company’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 rather than this Section 2(d))Corporation's securities, and the managing underwriters underwriter(s) advise the Company Corporation in writing that, that in their opinion, 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 in such offering within a price range acceptable offering, except to the holders of a majority of extent the securities initially requested to be included in such registrationOther Registration Agreements provide otherwise, then the Company shall Corporation will include in such registration (ix) first, the securities requested to be included therein by the holders requesting such registration registration, (y) second, the Registrable Shares and the Other Registrable Securities requested to be included in such registration, registration which in each case that, in the such opinion of such underwriters, underwriter(s) can be sold in an orderly manner within such price rangesold, pro rata among the holders of such securities Registrable Shares and the holders of such Other Registrable Securities on the basis of the number of securities Registrable Shares and Other Registrable Securities owned or deemed to be owned by each such holderholders, with further successive pro rata allocations among the holders of Registrable Shares and Other Registrable Securities if any such holder of Registrable Shares or Other Registrable Securities has requested the registration of less than all such Registrable Shares or Other Registrable Securities it is entitled to register, and (iiz) secondthird, other securities requested (and permitted) to be included in such registration, if any, that, in the opinion of such underwriters, can be sold in an orderly manner within such price range.

Priority on Secondary Registrations. If a Piggyback Registration is an underwritten secondary registration on behalf of holders of the Company’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, 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 of a majority of the securities initially requested Registrable Securities to be included in such registration, then then, subject to the TARP Agreement, the Company shall include in such registration registration, (i) first, the securities requested to be included therein by the holders requesting such registration and the Registrable Securities requested to be included in such registration, in each case that, in the opinion of such underwriters, can be sold in an orderly manner within the price range of such price rangeoffering (if any), pro rata among the holders of such securities and the holders of such Registrable Securities on the basis of the number of securities shares of Common Stock owned by each such holder, and (ii) second, the other securities requested (and permitted) to be included in such registration, if any, registration that, in the opinion of such underwriters, can be sold in an orderly manner within the price range of such price rangeoffering (if any).

Priority on Secondary Registrations. If Subject to Section 4.10(b), if a Piggyback Registration is an underwritten secondary registration on behalf of holders of the Company’s 's securities (other than holders of the Registrable Securities (it being understood that secondary registrations on behalf of holders of Registrable Securities are addressed in Section 1 rather than this Section 2(d)Securities), and the managing underwriters advise Managing Underwriters notify the Company in writing that, that in their opinion, opinion the number of shares of securities requested to be included in such registration offering exceeds the number which can be sold in an orderly manner within an acceptable price range, the Company will include in such offering within a price range acceptable to the holders of a majority of the securities initially requested to be included in such registration, then the Company shall include in such registration (i) first, the securities requested to be included therein pursuant to this Agreement by the holders requesting such registration registration, and (ii) second, the greatest number of the Registrable Securities and any other securities requested to be included pursuant to this Agreement (including by the Company), subject to Section 2.1(g), pro rata among the Holders thereof and the holders of such other securities on the basis of the number of shares requested to be included in such registrationregistration by each such holder, in each case that, up to the greatest number of shares of Common Stock which in the opinion of such underwriters, the Managing Underwriters can be sold in an orderly manner within such in the price range, pro rata among the holders range of such securities and the holders offering; provided, however, that American Mobile shall not be entitled to participate in any such Piggyback Registration until all shares of such Registrable Securities on the basis of the number of securities owned held by each such holder, and (ii) second, other securities Holders which have been requested (and permitted) to be included in such registration, if any, that, in the opinion of such underwriters, can be sold in an orderly manner within such price rangePiggyback Registration have been so included.

Priority on Secondary Registrations. If a Piggyback Registration is an underwritten relates to a secondary registration Underwritten Offering on behalf of other holders of the Company’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 rather than this Section 2(d))securities, and the managing underwriters underwriter(s) 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 without adversely affecting the holders of a majority marketability of the securities initially requested to be included in such registrationoffering, then the Company shall will include in such registration only such number of securities that in the opinion of such underwriters can be sold without adversely affecting the marketability of the offering, which securities will be so included in the following order of priority: (i) first, the securities requested to be included therein by the holders requesting holder(s) making demand for such registration and the Underwritten Offering, together with any Registrable Securities requested to be included in such registrationregistration by the Stockholders on a pro rata basis relative to the total number of securities requested to be included therein by all such holders, until with respect to each such holder, all securities requested for registration by such holders have been included in each case thatsuch registration and (ii) second other securities requested to be included in such registration which, in the opinion of such the underwriters, can be sold in an orderly manner within without any such price range, pro rata among the holders of such securities and the holders of such Registrable Securities on the basis of the number of securities owned by each such holder, and (ii) second, other securities requested (and permitted) to be included in such registration, if any, that, in the opinion of such underwriters, can be sold in an orderly manner within such price rangeadverse effect.

Priority on Secondary Registrations. If a Piggyback Registration is relates to an underwritten secondary registration on behalf public offering of holders equity securities held solely by other shareholders of the Company’s '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 rather than this Section 2(d)), and the managing underwriter or 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 of a majority of the securities persons (as defined below) initially requested to be included in requesting such registration, then the Company shall will include in such registration (i) first, the securities requested to be included therein by the holders persons requesting such registration, (ii) second, the securities proposed to be sold by any other persons with registration and rights senior to those of the Holders, (iii) third, the Registrable Securities Shares 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 such price range, pro rata among the holders of such securities and the holders Holders of such Registrable Securities Shares on the basis of the number of securities shares owned by each such holderHolder, provided that any unused share allocation of any such Holder not fully participating shall be reallocated pro rata among the Holders of Registrable Shares on the basis of the number of shares being sold by each such Holder in such registration, and (iiiv) secondfourth, other securities requested (and permitted) to be included in such registration, if any, that, in the opinion of such underwriters, can be sold in an orderly manner within such price range.

Priority on Secondary Registrations. If a Piggyback Registration is an underwritten secondary registration on behalf of holders of the Company’s securities other than holders of Investor Registrable Securities (it being understood that secondary registrations on behalf of holders of Investor Registrable Securities are addressed in Section 1 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 holder(s) of a majority of the securities initially requested Investor Registrable Securities to be included in such registration, then the Company shall include in such registration registration, (i) first, the securities requested to be included therein by the holders requesting such registration and the Investor 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 price rangeoffering (if any), pro rata among the holders of such securities and the holders of such Investor Registrable Securities on the basis of the number of securities shares of Common Stock owned by each such holder, and (ii) second, the other securities requested (and permitted) to be included in such registration, if any, registration that, in the opinion of such underwriters, can be sold in an orderly manner within the price range of such price rangeoffering (if any).

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 holders of Registrable Securities (it being understood that secondary registrations on behalf of holders of Registrable Securities are addressed in Section 1 rather than this Section 2(d)the "Other Holders"), and the managing underwriter or underwriters advise advises the Company in writing that, that in their opinion, opinion the number and kind of securities requested to be included in such registration exceeds the number which that can be sold in an orderly manner such offering, then the Company will include in such offering within a price range acceptable to registration (a) first, the holders of a majority of the securities initially Registrable Securities requested to be included in such registrationregistration hereunder up to that number which, in the opinion of the managing underwriter or underwriters, can be sold in such offering, and if all such Registrable Securities can not be so included, then pro rata among the Company shall include in holders of Registrable Securities requesting such registration on the basis of the number of shares of Registrable Securities each holder otherwise sought to have included in the Piggyback Registration, and (ib) firstsecond, the securities requested to be included therein by the holders Other Holders requesting such registration and the Registrable Securities requested to be included in such registration, in each case thatup to that number which, in the opinion of such the managing underwriter or underwriters, can be sold in an orderly manner within such price range, pro rata among the holders of such securities and the holders of such Registrable Securities on the basis of the number of securities owned by each such holder, and (ii) second, other securities requested (and permitted) to be included in such registration, if any, that, in the opinion of such underwriters, can be sold in an orderly manner within such price rangeoffering.

Priority on Secondary Registrations. If a Piggyback Registration is an underwritten secondary registration on behalf of holders of the Company’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 rather than this Section 2(d2(c)), 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 of a majority of the securities initially requested to be included in such registration, then the Company shall include in such registration (i) first, the securities requested to be included therein by the holders requesting such registration that, in the opinion of such underwriters, can be sold in an orderly manner within such price range, pro rata among the holders of such securities and the holders of such securities on the basis of the number of securities owned by each such holder (ii) second, upon the consent of the holders requesting such registration, if applicable, the Registrable Securities requested to be included in such registration, in each case registration that, in the opinion of such underwriters, can be sold in an orderly manner within such price range, pro rata among the holders of such securities and the holders of such Registrable Securities on the basis of the number of securities owned by each such holder, and (iiiii) secondthird, other securities requested (and permitted) to be included in such registration, if any, that, in the opinion of such underwriters, can be sold in an orderly manner within such price range.

Priority on Secondary Registrations. If a Piggyback Registration is an underwritten secondary registration on behalf of holders of the Company’s securities other than holders of Registrable Securities (it being understood that secondary registrations on behalf of holders of Registrable Securities are addressed and in Section 1 rather than this Section 2(d)which the Company is not issuing any securities under such registration), and the managing underwriters advise the Company in writing that, that in their opinion, opinion the number of securities requested to be included in such registration exceeds the number which can be sold in an orderly manner in without materially adversely affecting such offering within a price range acceptable to the holders of a majority of the securities initially requested to be included in such registrationoffering, then the Company shall will include in such registration (i) first, all or such portion of the securities requested to be included therein in such registration by the holder or holders requesting who requested such registration (such holders being entitled to participate in accordance with the relative priorities, if any, as may exist among them) and Registrable Securities, pro rata among the holders thereof on the basis of the number of shares owned by such holders of Registrable Securities or non-Registrable Securities, as the case may be, as of the date of the Company’s notice, (ii) second (but only if all of the securities referred to in the immediately preceding clause (i) have been included in the registration), Registrable Securities, and (iii) third (but only if all of the securities referred to in the immediately preceding clause (ii) have been included in the registration), all or such portion of any other securities requested to be included in such registration, in each case that, in to the opinion of such underwriters, extent that securities can be sold in an orderly manner within such price range, pro rata among the holders of such securities and the holders of such Registrable Securities on the basis of the number of securities owned by each such holder, and (ii) second, other securities requested (and permitted) to be included in such registration, if any, that, in the opinion of such underwriters, can be sold in an orderly manner within such price rangeunderwriting as determined by the managing underwriter(s).

Priority on Secondary Registrations. If a Piggyback Registration is an underwritten secondary registration on behalf of holders of the Company’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 rather than this Section 2(d)including any 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 that can be sold in an orderly manner in such offering within a price range acceptable to the holders of a majority of the securities initially requested Registrable Securities to be included in such registration, then the Company shall include in such registration (ia) first, the securities requested to be included therein by the holders requesting such registration and the any other Registrable Securities requested to be included in such registration, in each case that, in the opinion of such underwriters, can be sold in an orderly manner within the price range of such price rangeoffering (if any), pro rata among the holders of such securities and the holders of such any other Registrable Securities requesting inclusion in such Piggyback Registration on the basis of the number of securities Registrable Securities owned by each such holder, holder and (iib) second, the other securities requested (and permitted) to be included in such registration, if any, registration that, in the opinion of such underwriters, can be sold in an orderly manner within the price range of such price rangeoffering (if any).

Priority on Secondary Registrations. If a Piggyback Registration is an underwritten secondary registration on behalf of holders of the Company’s equity securities (other than holders of Registrable Securities (it being understood that secondary registrations on behalf of holders of Registrable Securities are addressed in pursuant to Section 1 rather than this Section 2(d)hereof), 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 without adversely affecting the holders marketability, proposed offering price, timing or method of a majority distribution of the securities initially requested to be included in such registrationoffering, then the Company shall will include in such registration (i) first, the Investor Registrable Securities requested to be included in such registration by the Participating Investors which, in the opinion of such underwriters, can be sold, without any such adverse effect, pro rata among such Participating Investors on the basis of the number of Investor Registrable Securities owned by each such Participating Investor, (ii) second, the securities requested to be included therein by the holders initially requesting such registration and which, in the opinion of the underwriters, can be sold without any such adverse effect, (iii) third, the Registrable Securities requested to be included in such registration, in each case thatregistration by any Other Investor which, in the opinion of such underwriters, can be sold in an orderly manner within sold, without any such price rangeadverse effect, pro rata among the holders of such securities and the holders of such Registrable Securities Other Investors on the basis of the number of securities Registrable Securities owned by each such holder, Other Investor and (iiiv) secondfourth, other securities requested (and permitted) to be included in such registration, if any, thatregistration which, in the opinion of such the underwriters, can be sold in an orderly manner within without any such price rangeadverse effect.

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 holders Holders of Registrable Securities (it being understood that secondary registrations on behalf of holders of Registrable Securities are addressed in Section 1 rather than this Section 2(d)the "Other Holders"), and the managing underwriter or underwriters advise advises the Company in writing that, that in their opinion, opinion the number and kind 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 of a majority of the securities initially requested to be included in such registrationoffering, then the Company shall will include in such registration registration: (ia) first, the securities requested to be included therein by the holders Other Holders requesting such registration registration, up to that number which, in the opinion of the managing underwriter or underwriters, can be sold in the offering; and (b) second, the Registrable Securities requested to be included in such registration, in each case thatregistration hereunder up to that number which, in the opinion of such the managing underwriter or underwriters, can be sold in an orderly manner within such price rangeoffering, and if all such Registrable Securities cannot be so included, then pro rata among the holders Holders of such securities and the holders of such Registrable Securities requesting such registration on the basis of the number of securities owned by shares of Registrable Securities each such holder, and (ii) second, other securities requested (and permitted) Holder otherwise sought to be have included in such registration, if any, that, in the opinion of such underwriters, can be sold in an orderly manner within such price rangePiggyback Registration.

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 securities other than holders of Registrable Securities (it being understood that secondary registrations Common Stock or on behalf of holders the Company where the use of Registrable Securities are addressed in Section 1 rather than this Section 2(d)), proceeds includes a Stock Repurchase and the managing underwriters advise underwriter advises the Company in writing that, that in their opinion, its 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 without having an adverse effect on such offering, including the price range acceptable to the holders of a majority of the at which such securities initially requested to can be included in such registrationsold, then the Company shall include in such registration the maximum number of shares that such underwriter advises can be so sold without having such effect, allocated (i) first, to the extent not prohibited under agreements in effect or to which the Company is committed as of the date of the Transaction Agreement, in the case of an offering that is priced prior to the date that is one year after the Closing Date, to the Registrable Common Stock requested to be included in such Registration by the Stockholder, and, in the case of an offering that is priced thereafter, to (x) the securities requested to be included therein by the holders holder(s) requesting such registration if and to the extent that such holder(s) were granted registration rights by the Company prior to the date of the Transaction Agreement, (y) the Registrable Securities Common Stock requested to be included in such registration, in each case that, in registration and (z) securities requested to be included therein by the opinion Company for its own account to the extent that the use of such underwriters, can be sold in an orderly manner within such price rangeproceeds includes a Stock Repurchase, pro rata among the holders of such securities and the holders of such Registrable Securities on the basis of the number of securities owned shares requested to be registered by each such holder, holders and the Company and (ii) second, to other securities (including Registrable Common Stock) requested (and permitted) to be included in such registrationregistration by other security holders, if anythe Company and the Stockholder, thatpro rata among such holder(s), in the opinion Company and the Stockholder on the basis of such underwriters, can the number of shares requested to be sold in an orderly manner within such price rangeregistered by them.

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 holders of Registrable Securities (it being understood that secondary registrations on behalf of holders of Registrable Securities are addressed in Section 1 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 without adversely affecting the holders of a majority marketability of the securities initially requested to be included in such registrationoffering, then the Company shall include in such registration (i) firstFIRST, the securities requested to be included therein by the holders requesting such registration and the Investor 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 such price range, pro rata among the holders of such securities and the holders of such Registrable Securities on the basis of the number of securities owned by each such holder (PROVIDED THAT the number of Investor Registrable Securities included in such registration pursuant to this clause (i) does not exceed the then-current value of the Investor Priority, which number of Investor Registrable Securities included pursuant to this clause (i) shall be allocated pro rata among the respective holders thereof on the basis of the number of Investor Registrable Securities owned by each such holder), and (ii) secondSECOND, any other Investor Registrable Securities, Other Registrable Securities and other securities requested (and permitted) to be included in such registration, if any, that, in pro rata among the opinion respective holders thereof on the basis of the number of securities owned by each such underwriters, can be sold in an orderly manner within holder immediately prior to such price rangeregistration.

Priority on Secondary Registrations. If a Piggyback Registration is relates to an underwritten secondary registration on behalf of holders of the Company’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 rather than this Section 2(d))Xxxxxxxx, and the managing underwriters Underwriters advise the Company (a copy of such notice if in writing thator prompt communication of the content of such notice, if oral, to be provided by the Company to each holder requesting registration) 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 materially adversely affecting the holders of a majority successful marketability of the securities initially requested to be included in such registrationoffering, then the Company shall will include in such registration only such number of securities that in the opinion of such Underwriters can be sold without materially adversely affecting the successful marketability of the offering, which securities will be so included in the following order of priority: (i) first, the securities requested to be included therein by the holders requesting such registration registration, and the (ii) second, Registrable Securities requested to be included in such registrationregistration by Xxxxxxxx; provided, in each case thathowever, that in the opinion event the Company will not, by virtue of this Section 2(e), include in any such registration all of the Registrable Securities of Xxxxxxxx, he may, upon written notice to the Company given within three days of the time he is notified of such underwritersmatter, can be sold in an orderly manner within such price range, pro rata among reduce the holders amount of such securities and the holders of such Registrable Securities on the basis of the number of securities owned by each such holder, and (ii) second, other securities requested (and permitted) he desires to be have included in such registration, whereupon only the Registrable Securities, if any, thathe desires to have included will be so included. Notwithstanding the foregoing, if Xxxxxxxx is then an employee of the Company or any subsidiary thereof, he acknowledges that he will not be entitled to participate, directly or indirectly, in any such registration to the opinion extent that the managing Underwriter determines in good faith that the participation of Xxxxxxxx, as such underwritersemployee, can be in such registration would adversely affect, in any material respect, the marketability or offering price of the securities being sold in an orderly manner within such price rangeregistration.

Priority on Secondary Registrations. If a Piggyback Registration is consists only of an underwritten secondary registration on behalf of for holders of securities of the Company’s securities Company (other than holders of Registrable Securities (it being understood that secondary registrations on behalf of holders of Registrable Securities are addressed in pursuant to Section 1 rather than this Section 2(d10(a)), and the managing underwriters underwriter(s) for such offering advise the Company in writing that, that in their opinion, opinion the number of securities Registrable 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 adversely affecting the holders distribution of a majority of such securities by the securities initially requested to be included in such registrationCompany, then the Company shall will include in such registration (iA) first, the securities requested to be included therein by the holders requesting such registration and the Registrable Securities requested to be included in such registration, in each case that, in the opinion of such underwriters, can be sold in an orderly manner within such price range, pro rata among the all such holders of such securities and the holders of such Registrable Securities on the basis of the number of securities owned shares requested to be included by each such holder, provided, however, the Company will use its best efforts to include not less than 20% of the Registrable Securities, and (iiB) second, other securities requested (and permitted) to be included in such registration. Notwithstanding the foregoing, if any, that, any such underwriter determines in good faith and advises the Company in writing that the distribution of the Registrable Securities requested to be included in the opinion registration concurrently with the securities being registered by the Company would materially adversely affect the distribution of such underwriterssecurities by the Company, can be sold in an orderly manner within then the Holders of such price range.Registrable Securities shall delay their offering and sale for such period ending on the earliest of (1) 90 days following the effective date of the Company's registration statement, (2) the day upon which the underwriting syndicate, if

Priority on Secondary Registrations. If a Piggyback Registration is an --- ----------------------------------- underwritten secondary registration on behalf of holders of the Company’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 rather than this Section 2(d))'s securities, and the managing underwriters advise the Company in writing that, that in their opinion, opinion the number of securities requested to be included in such registration exceeds the number which can be sold in an orderly manner in such offering within a price range acceptable to the holders of a majority of the securities initially requested to be included in such registration"Registrable Securities" under the Investors and Executives Registration Rights Agreement and the holders of a majority of the Registrable Securities under this Amended and Restated Registration Rights Agreement without adversely affecting the marketability of the offering, then the Company shall include in such registration (i) first, the securities requested to be included therein by the holders requesting on whose behalf such registration and is being effected, (ii) second, the Registrable Securities requested to be included in such registration, registration (which shall include "Registrable Securities" requested to be included in each case that, in such registration under the opinion of such underwriters, can be sold in an orderly manner within such price rangeInvestors and Executives Registration Rights Agreement), pro rata among the holders of such securities and the holders of such Registrable Securities on the basis of the number of securities shares owned by each such holder, and (iiiii) secondthird, other securities requested (and permitted) to be included in such registration, if any, that, in the opinion of such underwriters, can be sold in an orderly manner within such price range.

Priority on Secondary Registrations. If a Piggyback Registration is an underwritten secondary registration on behalf of holders of the Company’s IMS' securities other than holders the holder(s) of Registrable Securities (it being understood that secondary registrations on behalf of holders of Registrable Securities are addressed in Section 1 rather than this Section 2(d)), Registerable Shares and the managing underwriters underwriter(s) of such offering advise the Company IMS in writing that, that in their opinion, opinion the number of securities requested to be included in such registration exceeds the number which can reasonably be sold in an orderly manner in such offering within a price range acceptable to the holders of a majority of the securities initially requested to be included in such registrationoffering, then the Company IMS shall include in such registration (i) first, if such registration is being made on behalf of other stockholders of IMS exercising demand registration rights, then the securities so requested to be included therein by in accordance with such demand registration rights, (ii) second, the holders requesting Registerable Shares requested to be included in such registration (PRO RATA in accordance with the number of Registerable Shares requested by each holder to be included in such registration) and the Registrable Securities (iii) third, other securities requested to be included in such registration, in each case that, in . If the opinion managing underwriter of such underwriters, can be sold offering subsequently advises IMS in an orderly manner within such price range, pro rata among the holders of such securities and the holders of such Registrable Securities on the basis of writing that the number of securities owned by each which can be sold exceeds the number of securities included in the offering, IMS shall include in the registration such holderadditional securities that (i) first, the holder(s) of Registerable Shares had originally requested be included in the registration and (ii) second, other securities requested (and permitted) others had originally proposed to be included in such registration, if any, that, include in the opinion of such underwriters, can be sold in an orderly manner within such price rangeregistration.

Priority on Secondary Registrations. If a Piggyback Registration is an underwritten secondary registration on behalf of holders of the CompanyCorporation’s equity securities (other than holders of Registrable Securities (it being understood that secondary registrations on behalf of holders of Registrable Securities are addressed in pursuant to Section 1 rather than this Section 2(d)2 hereof), 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 that can be sold in an orderly manner in such offering within a price range acceptable to without adversely affecting the holders marketability, proposed offering price, timing or method of a majority distribution of the securities initially requested to be included in such registrationoffering, then the Company Corporation shall include in such registration (i) first, the securities requested to be included therein by the holders initially requesting such registration and which, in the opinion of the underwriters, can be sold without any such adverse effect, (ii) second, the Registrable Securities requested to be included in such registration, in each case thatregistration which, in the opinion of such the managing underwriters, can be sold in an orderly manner within without any such price rangeadverse effect, pro rata among the holders of such securities and the holders of such Registrable Securities Holders calculated on the basis of the number of securities Registrable Securities, owned by each such holderHolder that such Holder of Registrable Securities shall have requested to be included therein to the total number of Registrable Securities requested by all such Holders, and (iiiii) secondthird, other securities requested (and permitted) to be included in such registration, if any, thatregistration which, in the opinion of such the managing underwriters, can be sold in an orderly manner within without any such price rangeadverse effect.

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 other than holders of Registrable Securities (it being understood that secondary registrations on behalf of holders of Registrable Securities are addressed in Section 1 rather than this Section 2(d))Securities, and the managing underwriters underwriter(s) advise the Company in writing that, that in their opinion, opinion the number of securities requested to be included in such registration exceeds the largest number which that can be sold in an orderly manner in such offering within a price range acceptable to and/or that the holders number of a majority of the securities initially requested Registrable Securities proposed to be included in any such registrationregistration would have an adverse effect on the offering, then including the price per share at which the Company's equity securities can be sold in such offering, the Company shall include in such registration (i) first, the securities requested to be included therein by the holders requesting such registration and registration, together with the Registrable Securities requested to be included in therein by the Shareholders, pro rata among (A) the holders of securities requesting such registrationregistration and (B) the Shareholders of such Registrable Securities, in each case thatcase, on the basis of the number of Registrable Securities requested to be registered by such Shareholders or holders of securities, as applicable, (ii) second, securities the Company proposes to sell and (iii) third, other securities requested to be included in the opinion of such underwriters, can be sold in an orderly manner within such price range, registration pro rata among the holders of such securities and the holders of such Registrable Securities on the basis of the number of securities owned by each such holder, and (ii) second, other securities shares requested (and permitted) to be included registered by such holders or as such holders may otherwise agree in such registration, if any, that, in the opinion of such underwriters, can be sold in an orderly manner within such price rangewriting.

Priority on Secondary Registrations. If a Piggyback Registration is an underwritten secondary registration on behalf of holders of the Company’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 rather than this Section 2(d))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 Registration exceeds the 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 marketability, proposed offering price, timing or method of a majority distribution of the securities initially requested to be included in such registrationoffering, then the Company shall include in such registration Registration (i) first, the securities requested to be included therein by the holders initially requesting such registration and Registration, (ii) second, the Registrable Securities requested to be included in such registrationRegistration by the Sxxxxxx Parties, in each MPT, the Related Investors, or the Deerfield/CareMax Investors and any other persons with pari passu registration rights (as the case thatmay be) which, in the opinion of such underwriters, can be sold in an orderly manner within sold, without any such price range, adverse effect (pro rata among the holders of such securities and the holders of such Registrable Securities on the basis of the number of securities Registrable Securities owned by each such holder), and (iiiii) secondthird, other securities requested (and permitted) to be included in such registration, if any, thatRegistration which, in the opinion of such underwriters, can be sold in an orderly manner within sold, without any such price rangeadverse effect.

Priority on Secondary Registrations. If a Piggyback Registration is an underwritten secondary registration on behalf of holders of the Company’s equity securities (other than holders of Registrable Securities (it being understood that secondary registrations on behalf of holders of Registrable Securities are addressed in pursuant to Section 1 rather than this Section 2(d)hereof), 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 without adversely affecting the holders marketability, proposed offering price, timing or method of a majority distribution of the securities initially requested to be included in such registrationoffering, then the Company shall will include in such registration (i) first, the securities requested to be included therein by the holders initially requesting such registration and which, in the opinion of the underwriters, can be sold without any such adverse effect, (ii) second, the Founder Registrable Securities requested to be included in such registration, in each case thatregistration which, in the opinion of such the underwriters, can be sold without any such adverse effect, (iii) third, any other Registrable Securities requested to be included in an orderly manner within such price rangeregistration by any other Holder, pro rata among the holders of such securities and the holders of such Registrable Securities Holders on the basis of the number of securities Registrable Securities owned by each such holderHolder which, in the opinion of the underwriters, can be sold without any such adverse effect, and (iiiv) secondfourth, other securities requested (and permitted) to be included in such registration, if any, thatregistration which, in the opinion of such the underwriters, can be sold in an orderly manner within without any such price rangeadverse effect.

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 holders the Holders of Registrable Securities (it being understood that secondary registrations on behalf of holders of Registrable Securities are addressed in Section 1 rather than this Section 2(d))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 of a majority of the securities initially requested to be included in requesting such registration, then the Company shall include in such registration (i) first, the securities requested to be included therein by the holders requesting such registration and registration, (ii) second, the Registrable Securities requested to be included in such registration, in each case thatto the extent that the number of shares to be registered will not, in the opinion of such the managing underwriters, can be sold in an orderly manner within such price rangeadversely affect the offering of the securities pursuant to clause (i), pro rata among the holders Holders of such securities and the holders of such Registrable Securities on the basis of the number of securities shares so requested to be included therein owned by each such holderHolder, and (iiiii) secondthird, other securities requested (and permitted) to be included in such registration, if any, that, in the opinion of such underwriters, can be sold in an orderly manner within such price range.

Priority on Secondary Registrations. If a Piggyback Registration or a Piggyback Shelf Take-Down is initiated as an underwritten secondary registration offering by or on behalf of holders of the Company’s securities a Person or Persons other than holders of Registrable Securities the Company (it being understood that secondary registrations on behalf of holders of Registrable Securities are addressed in Section 1 rather than this Section 2(d)each such Person, a “Demand Holder”), and the managing underwriters of the offering advise the Company in writing that, in their opinion, the number of Equity Securities proposed to be included in such offering, including all Registrable Securities and all other Equity Securities requested to be included in such offering, exceeds the number of Equity Securities which can reasonably be expected to be sold in such offering without adversely affecting the price, timing or distribution of the securities to be sold in such offering, the Company shall include in such Piggyback Registration or Piggyback Shelf Take-Down: (i) first, the Equity Securities requested to be included by the Demand Holder or Demand Holders ; (ii) second, the Registrable Securities (and, with respect to Other Stockholders, 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 of a majority of the securities initially requested to be included in such registrationby AIG, then the Company shall include in such registration (i) first, the securities requested to be included therein by the holders requesting such registration any other Investor and the Registrable Securities requested to be included in such registrationOther Stockholders (other than any Demand Holders), in each case thatallocated, in the opinion case of such underwriters, can be sold in an orderly manner within such price rangethis clause (ii), pro rata among the holders of such securities Investors and the holders of such Registrable Securities Other Stockholders on the basis of the number of securities owned Registrable Securities (and, with respect to Other Stockholders, Equity Securities) initially proposed to be included by each such holder, Investor and such Other Stockholders in such offering; and (iiiii) secondthird, other securities requested (and permitted) any Equity Securities that the Company proposes to be included sell in such registration, if any, that, in the opinion of such underwriters, can be sold in an orderly manner within such price rangeoffering.

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 holders the holder(s) of Registrable Securities (it being understood that secondary registrations on behalf of holders of Registrable Securities are addressed in Section 1 rather than this Section 2(d)), Shares and the managing underwriters underwriter(s) of such offering 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 reasonably be sold in an orderly manner in such offering within a price range acceptable to the holders of a majority of the securities initially requested to be included in such registration, then the Company shall include in such registration (i) first, if such registration is 21 being made on behalf of other stockholders of the Company exercising demand registration rights, then the securities so requested to be included therein by in accordance with such demand registration rights, (ii) second, the holders requesting Registrable Shares requested to be included in such registration (PRO RATA in accordance with the number of Registrable Shares requested by each holder to be included in such registration) and the Registrable Securities (iii) third, other securities requested to be included in such registration, in each case that, in . If the opinion managing underwriter of such underwriters, can be sold offering subsequently advises the Company in an orderly manner within such price range, pro rata among the holders of such securities and the holders of such Registrable Securities on the basis of writing that the number of securities owned by each which can be sold exceeds the number of securities included in the offering, the Company shall include in the registration such holderadditional securities that (i) first, the holder(s) of Registrable Shares had originally requested be included in the registration and (ii) second, other securities requested (and permitted) others had originally proposed to be included in such registration, if any, that, include in the opinion of such underwriters, can be sold in an orderly manner within such price rangeregistration.

Priority on Secondary Registrations. If a Piggyback Registration is an underwritten secondary registration on behalf of holders of the Company’s IMS' securities other than holders the holder(s) of Registrable Securities (it being understood that secondary registrations on behalf of holders of Registrable Securities are addressed in Section 1 rather than this Section 2(d)), Registerable Shares and the managing underwriters underwriter(s) of such offering advise the Company IMS in writing that, that in their opinion, opinion the number of securities requested to be included in such registration exceeds the number which can reasonably be sold in an orderly manner in such offering within a price range acceptable to the holders of a majority of the securities initially requested to be included in such registrationoffering, then the Company IMS shall include in such registration (i) first, if such registration is being made on behalf of other stockholders of IMS exercising demand registration rights, then the securities so requested to be included therein by in accordance with such demand registration rights, (ii) second, the holders requesting Registerable Shares requested to be included in such registration (PRO RATA in accordance with the number of Registerable Shares requested by each holder to be included in such registration) and the Registrable Securities (iii) third, other securities requested to be included in such registration, in each case that, in . If the opinion managing underwriter of such underwritersoffering subsequently advises IMS in writing that the number of securities, which can be sold in an orderly manner within such price range, pro rata among the holders of such securities and the holders of such Registrable Securities on the basis of exceeds the number of securities owned by each included in the offering, IMS shall include in the registration such holderadditional securities that (i) first, the holder(s) of Registerable Shares had originally requested be included in the registration and (ii) second, other securities requested (and permitted) others had originally proposed to be included in such registration, if any, that, include in the opinion of such underwriters, can be sold in an orderly manner within such price rangeregistration.

Priority on Secondary Registrations. If a Piggyback Registration is an underwritten secondary registration Registration on behalf of holders of the Company’s '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 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 the Registration exceeds the number which can be sold in an orderly manner in such offering within a price range acceptable to and/or that the holders number of a majority of the securities initially requested proposed to be included in such registrationoffering would adversely affect the price per share of the Common Stock, then the Company shall include in such registration the Registration (i) first, the securities requested to be included therein by the holders requesting such registration and Registration pro rata among the holders of such other securities on the basis of the number of shares requested to be registered by each such holder or as such holders may otherwise agree, (ii) second, the Registrable Securities requested to be included in such registrationRegistration pro rata among the Holders on the basis of the number of shares proposed to be registered by each or as such Holders may otherwise agree, in each case thatand (iii) third, other securities requested to be included in the opinion of such underwriters, can be sold in an orderly manner within such price range, Registration pro rata among the holders of such other securities and the holders of such Registrable Securities on the basis of the number of securities owned shares requested to be registered by each such holder, and (ii) second, other securities requested (and permitted) to be included in holder or as such registration, if any, that, in the opinion of such underwriters, can be sold in an orderly manner within such price rangeholders may otherwise agree.

Priority on Secondary Registrations. If a Piggyback Registration is an underwritten secondary registration on behalf of holders of the Company’s Issuer'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 rather than this Section 2(d)), the Holders and the managing underwriters underwriter(s) of such offering advise the Company Issuer in writing that, that in their opinion, opinion the number of securities requested to be included in such registration exceeds the number which can reasonably be sold in an orderly manner in such offering within a price range acceptable to the holders of a majority of the securities initially requested to be included in such registrationoffering, then the Company Issuer shall include in such registration (i) first, if such registration is being made on behalf of other stockholders of the Issuer exercising demand registration rights, then the securities so requested to be included therein in accordance with such demand registration rights, (ii) second, the Registrable Units requested to be included in such registration by the holders requesting such registration Holders and the Registrable Securities (iii) third, other securities requested to be included in such registration, in each case that, in . If the opinion managing underwriter of such underwriters, can be sold offering subsequently advises the Issuer in an orderly manner within such price range, pro rata among the holders of such securities and the holders of such Registrable Securities on the basis of writing that the number of securities owned by which can be sold exceeds the number of securities included in the offering, the Issuer shall include in the registration such additional securities that (i) first, the Holders had originally requested be included in the registration (with any reduction that may be necessary in view of the underwriters' advice to be pro rata based on the number of Registrable Units for which each such holder, Holder has so requested registration) and (ii) second, other securities requested (and permitted) others had originally proposed to be included in such registration, if any, that, include in the opinion of such underwriters, can be sold in an orderly manner within such price rangeregistration.

Priority on Secondary Registrations. If a Piggyback Registration is an underwritten secondary registration on behalf of holders of the Company’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 rather than this Section 2(d))who have the contractual right to initiate such a registration, and the managing underwriters advise the Company in writing that, that in their opinion, opinion the number of securities requested to be included in such registration exceeds the number which can be sold in an orderly manner in such offering within a price range acceptable to without adversely affecting the holders of a majority Company or the marketability of the securities initially requested offering, the Company shall include, subject to be included Section 2(e), in such registration, then the Company shall include in such registration (i) first, the securities requested to be included therein by the holders initially requesting such registration, and any Registrable Securities requested to be included therein pro rata among the respective holders thereof on the basis of the number of shares requested to be included in such registration and (ii) second (if permitted by the holders of a majority of the Investor Registrable Securities Securities), any other securities of the Company requested to be included in such registration, in each case that, instance which in the opinion of such underwriters, underwriters can be sold in an orderly manner within such price rangewithout adversely affecting the Company or the marketability of the offering, pro rata among the holders of such securities and the holders of such Registrable Securities thereof on the basis of the number of securities owned by each such holder, and (ii) second, other securities shares requested (and permitted) to be included in such registration, if any, thatregistration (to the extent permitted to be so included, in the opinion case of securities which are not Registrable Securities) by each such underwriters, can be sold in an orderly manner within such price rangeholder.

Priority on Secondary Registrations. If a any Piggyback Registration is an underwritten secondary registration on behalf of initiated by holders of the Company’s '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 rather than this Section 2(d)), the Holders) and the managing underwriters advise shall give written advice to the Company of an Underwriters' Maximum Number for such registration, then: (i) the Company will be obligated and required to include in writing thatsuch registration both (x) the number of securities requested by the holders initiating such Piggyback Registration and (y) the number of Registrable Securities requested by the Holders thereof to be included in such registration, which together in their opinionthe aggregate do not exceed the Underwriters' Maximum Number and if such requests in the aggregate exceed the Underwriters' Maximum Number, then such Registrable Securities shall be allocated for inclusion pro rata among the two different groups of holders identified in clauses (x) and (y) of this paragraph on the basis of the number of securities requested to be included therein by each such group of holders (and shall be further allocated for inclusion pro rata among the holders within each such group of holders identified in such registration exceeds clauses (x) and (y) of this paragraph on the basis of the number which can be sold in an orderly manner in such offering within a price range acceptable to the holders of a majority of the securities initially requested to be included in such registration, then the Company shall include in such registration (i) first, the securities Registrable Securities requested to be included therein by the holders requesting within each group); and (ii) if the Underwriters' Maximum Number exceeds the sum of the number of Registrable Securities which the Company shall be required to include in such registration and the Registrable Securities requested number of securities to be included in such registration by holders initiating such registration, then the Company may include in each case that, in the opinion of such underwriters, can be sold in an orderly manner within such price range, pro rata among the holders of such securities and the holders of such Registrable Securities on the basis of the registration that number of securities owned by each for its own account which shall not be greater than such holder, and (ii) second, other securities requested (and permitted) to be included in such registration, if any, that, in the opinion of such underwriters, can be sold in an orderly manner within such price rangeexcess.

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 holders of Registrable Securities (it being understood that secondary registrations on behalf of holders of Registrable Securities are addressed in Section 1 rather than this Section 2(d)a Short-Form Registration), and the managing underwriters advise the Company in writing that, that in their opinion, opinion the number of securities requested to be included in such registration exceeds the number which can be sold in an orderly manner in such offering within a price range acceptable to without adversely affecting the holders of a majority marketability of the securities initially requested to be included in such registrationoffering, then the Company shall will include in such registration (i) first, the securities requested to be included therein Registrable Securities, as that term is defined in the Amended and Restated Registration Agreement entered into by and among the holders requesting such registration Company and the Registrable Securities certain of its stockholders on December 21, 1998, 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 such price range, pro rata among the holders of such securities and the holders of such Registrable Securities on the basis of the number of securities shares of Registrable Securities owned by each such holder, and calculated as if such shares had been converted at such time to Common Stock, (ii) second, other securities the Registrable Securities, as that term is defined in this Agreement, requested (and permitted) to be included in such registration, if any, that, in pro rata among the opinion holders of such underwritersRegistrable Securities on the basis of the number of shares of Registrable Securities owned by each such holder and (iii) third, can other securities requested or permitted to be sold included in an orderly manner within such price rangeregistration.

Priority on Secondary Registrations. If a Piggyback Registration is an underwritten secondary registration on behalf of holders a holder of the Company’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 rather than this Section 2(d))Securities, and the managing underwriters underwriter(s) advise the Company in writing that, that in their opinion, opinion the number of securities requested to be included in such registration exceeds the largest number which that can be sold in an orderly manner in such offering within a price range acceptable to and/or that the holders number of a majority of the securities initially requested Registrable Securities proposed to be included in any such registrationregistration would have an adverse effect on the offering, then including the price per share at which the Company’s equity securities can be sold in such offering, the Company shall include in such registration (i) first, the securities requested to be included therein by the holders requesting such registration and registration, together with the Registrable Securities requested to be included in therein by the Shareholders, pro rata among (A) the holders of securities requesting such registrationregistration and (B) the Shareholders of such Registrable Securities, in each case thatcase, on the basis of the number of Registrable Securities requested to be registered by such Shareholders or holders of securities, as applicable, (ii) second, securities the Company proposes to sell and (iii) third, other securities requested to be included in the opinion of such underwriters, can be sold in an orderly manner within such price range, registration pro rata among the holders of such securities and the holders of such Registrable Securities on the basis of the number of securities owned by each such holder, and (ii) second, other securities shares requested (and permitted) to be included registered by such holders or as such holders may otherwise agree in such registration, if any, that, in the opinion of such underwriters, can be sold in an orderly manner within such price rangewriting.

Priority on Secondary Registrations. If a Piggyback Registration is an underwritten secondary registration on behalf of holders of the Company’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 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 of a majority of the securities initially requested to be included in such registration, then the Company shall include in such registration (i) first, the securities requested to be included therein by the holders requesting such registration and registration, (ii) second, the Registrable Securities requested to be included in such registration, in each case registration that, in the opinion of such underwriters, can be sold in an orderly manner within such price range, pro rata among the holders of such securities and the holders of such Registrable Securities on the basis of the number of securities such Registrable Securities owned by each such holder, and (ii) secondthird, other securities requested (and permitted) to be included in such registration, if any, that, in the opinion of such underwriters, can be sold in an orderly manner within such price range.

Priority on Secondary Registrations. If Subject to SECTION 2(b), if a Piggyback Registration is an underwritten secondary registration on behalf of holders of the Company’s '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 rather than this Section 2(d))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 without adversely affecting the holders of a majority marketability of the securities initially requested to be included in such registrationoffering, then the Company shall include in such registration (i) first, the securities requested to be included therein by the holders requesting such registration and (other than holders who are directors or executive officers of the Company or who own beneficially (within the meaning of Rule 13d-3 under the Securities Exchange Act) more than five percent of the Company's equity securities]) pro rata among such holders on the basis of the number of shares that each holder has requested to be included in such registration, (ii) second, the Registrable Securities requested to be included in such registration, pro rata among the holders on the basis of the number of shares that each holder has requested to be included in each case thatsuch registration, and (iii) third, other securities requested to be included in the opinion of such underwriters, can be sold in an orderly manner within such price rangeregistration, pro rata among the holders of such securities and the holders of such Registrable Securities on the basis of the number of securities owned by each such holder, and (ii) second, other securities requested (and permitted) to be included in such registration, if any, that, in the opinion of such underwriters, can be sold in an orderly manner within such price rangesecurities.

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 holders of Registrable Securities (it being understood that secondary registrations on behalf of holders of Registrable Securities are addressed in Section 1 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 of a majority initially requesting such registration and without adversely affecting the marketability of the securities initially requested to be included in such registrationoffering, then the Company shall will include in such registration (i) first, the securities requested to be included therein by the holders requesting such registration and registration, (ii) second, the Registrable Securities (other than the Founders' Registrable Securities) requested to be included in such registration, pro rata among the Holders (other than the Founders) based on the number of Registrable Securities requested by each such Holder to be so included; provided, that in no event shall the Registered Securities request to be so included by cut-back by more than 70%, (iii) third, the Founders' 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 such price range, pro rata among the holders of such securities and the holders of such Registrable Securities Founders based on the basis of the number of securities owned Registrable Securities requested by each such holder, Founder to be so included and (iiiv) secondfourth, any other securities requested (and permitted) to be included in such registration, if any, that, in such manner as the opinion of such underwriters, can be sold in an orderly manner within such price rangeCompany may determine.

Priority on Secondary Registrations. If a Piggyback Registration is an underwritten secondary registration on behalf of holders of the Company’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 rather than this Section 2(d))'s securities, and the managing underwriters advise the Company in writing that, that in their opinion, opinion the number of securities requested to be included in such registration exceeds the number which can be sold in an orderly manner in such offering within a price range reasonably acceptable to the holders of a majority of such holders, the securities initially requested to which can be included in such registration, then the Company registration shall include in such registration be allocated as follows: (i) first, the securities requested to be included therein in such registration by the holders requesting of the Company's securities on whose behalf the registration is being made, (ii) then, to the extent of availability, securities to be registered for the account of the Company and (iii) thereafter, to the extent of availability, to other security holders exercising piggyback registration rights, pro rata based upon the number of Shares owned by each such holder. In the event the underwriters of such secondary registration and exercise one or more over-allotment options with respect thereto, the Registrable Securities requested shares to be included in such registration, in each case that, in the opinion of such underwriters, can over-allotment option(s) will be sold in an orderly manner within such price range, allocated pro rata among the holders of the Company's securities on whose behalf such securities secondary registration was made, the Company, and the holders of such Registrable Securities securities described in item (iii) of this Section 3.2(c) on the basis of the number of securities owned by of each such holder, and (ii) second, other securities requested (and permitted) to be included in such registration, if any, that, party registered in the opinion of such underwriters, can be sold in an orderly manner within such price range.underlying registration to which the over-allotment option relates

Priority on Secondary Registrations. If a Piggyback Registration is an underwritten secondary registration on behalf of holders of the Company’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 rather than this Section 2(d))'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 of a majority of the securities initially requested to be included in requesting such registration, then the Company shall include in such registration registration, (i) first, the securities requested to be included therein by the holders requesting such registration and the Registrable Securities requested to be included in such registration, in each case that, in the opinion of such underwriters, can be sold in an orderly manner within the price range of such price rangeoffering (if any), pro rata among the holders of such securities and the holders of such Registrable Securities on the basis of the number of shares of securities of the Company owned by each such holder, and (ii) second, other the securities held by Flexpoint requested (and permitted) to be included in such registration, that in the opinion of such underwriters, can be sold in an orderly manner within the price range of such offering (if any), in accordance with the provisions set forth in that certain Registration Rights Agreement, dated as of October 11, 2013 by and between the Company and Flexpoint, pro rata among the holders of such securities on the basis of the number of shares of securities of the Company owned by each such holder and (iii) third, the other securities requested to be included in such registration (including, for the avoidance of doubt, securities of the Company held by any Purchaser) that, in the opinion of such underwriters, can be sold in an orderly manner within the price range of such price rangeoffering (if any), pro rata among the holders of such securities on the basis of the number of shares of securities of the Company owned by each such holder.

Priority on Secondary Registrations. If a Piggyback Proposed Registration is an underwritten secondary registration on behalf of or directed (placement agency) Public Offering by holders of the Company’s securities Common Stock other than Registrable Securities, and the managing underwriters or lead placement agent advise the Company and the holders of Registrable Securities (it being understood that secondary registrations on behalf of if any holders of Registrable Securities are addressed have elected to include Registrable Securities in Section 1 rather than this Section 2(d)), and the managing underwriters advise the Company such Proposed Registration) in writing that, that in their opinion, opinion the number of securities requested Common Shares to be included in such registration Proposed 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 of a majority marketability of the securities initially requested to be included in such registrationoffering (including an adverse effect on the per share offering price), then the Company shall will include in such registration Proposed Registration (i) first, the number of Common Stock relating to the securities sold in the Company’s note offering that was conducted in January 2015, (ii) second, the number of Common Stock requested to be included therein by the holders requesting such registration and by the holders of Registrable Securities as to permitted amounts of Common Stock, pro rata from among such holders according to the number of Common Stock (on a fully diluted, as converted basis) and the number of Registrable Securities, as applicable, requested by such holders to be so included, and (iii) third, other Common Stock requested to be included in such registration, in each case that, in such manner as the opinion of such underwriters, can be sold in an orderly manner within such price range, pro rata among the holders of such securities and the holders of such Registrable Securities on the basis of the number of securities owned by each such holder, and (ii) second, other securities requested (and permitted) to be included in such registration, if any, that, in the opinion of such underwriters, can be sold in an orderly manner within such price rangeCompany may determine.

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 of Registrable Securities (it being understood that secondary registrations on behalf of holders of Registrable Securities are addressed in Section 1 rather than this Section 2(d)a "SECONDARY REGISTRATION"), and the managing underwriters advise the Company 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 without adversely affecting the holders of a majority marketability of the securities initially requested to be included in such registrationoffering, then the Company shall include in such registration (i) first, except to the extent otherwise previously agreed to by holders of a majority of the Registrable Securities, the securities requested to be included therein by the holders requesting such registration and the registration, together with Registrable Securities (including, without limitation, Warrantholder 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 such price range, pro rata among the holders of such securities and the holders of such Registrable Securities on the basis of the number amount of such securities owned by each such holder, and (ii) second, other securities requested (and permitted) to be included in such registration, if any, that, in registration pro rata among the opinion holders of such underwriters, can be sold in an orderly manner within securities on the basis of the amount of such price rangesecurities 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 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 rather than this Section 2(d))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 without adversely affecting the holders of a majority marketability of the securities initially requested offering, the Company shall include, subject to be included Section 2(e), in such registration, then the Company shall include in such registration (i) first, the securities requested to be included therein by the holders initially requesting such registration and the any Registrable Securities requested (including under this Section) to be included therein, pro rata among the respective holders thereof on the basis of the number of shares requested to be included in such registration by each such holder and (ii) second, (if permitted by the holders of a majority of the Investor Registrable Securities) any other securities of the Company requested to be included in such registration, in each case that, instance which in the opinion of such underwriters, underwriters can be sold in an orderly manner within such price rangewithout adversely affecting the marketability of the offering, pro rata among the respective holders of such securities and the holders of such Registrable Securities thereof on the basis of the number of securities owned by each such holder, and (ii) second, other securities shares requested (and permitted) to be included in such registration, if any, thatregistration (to the extent permitted to be so included, in the opinion case of securities which are not Registrable Securities) by each such underwriters, can be sold in an orderly manner within such price rangeholder.

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 holders of Registrable Securities (it being understood that secondary registrations on behalf of holders of Registrable Securities are addressed in Section 1 rather than this Section 2(d)the "Other Holders"), and the managing underwriter or underwriters advise advises the ------------- Company in writing that, that in their opinion, opinion the number and kind of securities requested to be included in such registration exceeds the number which that can be sold in an orderly manner such offering, then the Company will include in such offering within a price range acceptable to registration (a) first, the holders of a majority of the securities initially Registrable Securities requested to be included in such registrationregistration hereunder up to that number which, in the opinion of the managing underwriter or underwriters, can be sold in such offering, and if all such Registrable Securities can not be so included, then pro rata among the Company shall include in holders of Registrable Securities requesting such registration on the basis of the number of shares of Registrable Securities each holder otherwise sought to have included in the Piggyback Registration, and (ib) firstsecond, the securities requested to be included therein by the holders Other Holders requesting such registration and the Registrable Securities requested to be included in such registration, in each case thatup to that number which, in the opinion of such the managing underwriter or underwriters, can be sold in an orderly manner within such price range, pro rata among the holders of such securities and the holders of such Registrable Securities on the basis of the number of securities owned by each such holder, and (ii) second, other securities requested (and permitted) to be included in such registration, if any, that, in the opinion of such underwriters, can be sold in an orderly manner within such price rangeoffering.

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 holders of Registrable Securities (it being understood that secondary registrations on behalf of holders of Registrable Securities are addressed in Section 1 rather than this Section 2(d)the "Other Holders"), ------------- and the managing underwriter or underwriters advise advises the Company in writing that, that in their opinion, opinion the number and kind of securities requested to be included in such registration exceeds the number which that can be sold in an orderly manner such offering, then the Company will include in such offering within a price range acceptable to registration (a) first, the holders of a majority of the securities initially Registrable Securities requested to be included in such registrationregistration hereunder up to that number which, in the opinion of the managing underwriter or underwriters, can be sold in such offering, and if all such Registrable Securities can not be so included, then pro rata among the Company shall include in holders of Registrable Securities requesting such registration on the basis of the number of shares of Registrable Securities each holder otherwise sought to have included in the Piggyback Registration, and (ib) firstsecond, the securities requested to be included therein by the holders Other Holders requesting such registration and the Registrable Securities requested to be included in such registration, in each case thatup to that number which, in the opinion of such the managing underwriter or underwriters, can be sold in an orderly manner within such price range, pro rata among the holders of such securities and the holders of such Registrable Securities on the basis of the number of securities owned by each such holder, and (ii) second, other securities requested (and permitted) to be included in such registration, if any, that, in the opinion of such underwriters, can be sold in an orderly manner within such price rangeoffering.

Priority on Secondary Registrations. If a Piggyback Registration is an underwritten secondary registration on behalf of holders of the Company’s securities other than holders of Registrable Securities Holders (it being understood that secondary registrations on behalf of holders of Registrable Securities Holders are addressed in Section 1 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 of a majority of the securities initially requested Majority Holders to be included in such registration, then the Company shall include in such registration (i) first, the securities requested to be included therein by the holders requesting such registration and the Registrable Securities requested to be included in such registration, in each case that, in the opinion of such underwriters, can be sold in an orderly manner within the price range of such price rangeoffering (if any), pro rata among the holders of such securities and the holders of such Registrable Securities on the basis of the number of securities shares of Common Stock owned by each such holderholder (and taking into account any securities owned by such holder then convertible into Common Stock), and (ii) second, the other securities requested (and permitted) to be included in such registration, if any, registration that, in the opinion of such underwriters, can be sold in an orderly manner within the price range of such price rangeoffering (if any).

Priority on Secondary Registrations. If a Piggyback Registration is an underwritten secondary registration on behalf of holders of the Company’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 rather than this Section 2(d))'s securities, and the managing underwriters advise the Company in writing that, that in their opinion, opinion the number of securities requested to be included in such registration exceeds the number which can be sold in an orderly manner in such offering within a price range acceptable to the holders of a majority initially requesting such registration and without adversely affecting the marketability of the securities initially requested to be included in such registrationoffering, then the Company shall will include in such registration (i) first, (A) the securities requested to be included therein by the holders requesting such registration and (B) the Registrable Securities (other than Management Registrable Securities) requested to be included in such registration, pro rata from among such holders and the holders of such Registrable Securities according to the number of Registrable Securities requested by them to be so included, (ii) second, the Management 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 such price range, pro rata among the holders of such securities and the holders of such Management Registrable Securities on the basis of according to the number of securities owned Management Registrable Securities requested by each such holderthem to be so included, and (iiiii) secondthird, any other securities requested (and permitted) to be included in such registration, if any, that, in such manner as the opinion of such underwriters, can be sold in an orderly manner within such price rangeCompany may determine.

Priority on Secondary Registrations. If a Piggyback Registration is relates to an underwritten secondary registration on behalf public offering of holders equity securities held solely by other shareholders of the Company’s '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 rather than this Section 2(d)), and the managing underwriter or 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 of a majority of the securities persons (as defined below) initially requested to be included in requesting such registration, then the Company shall will include in such registration (i) first, the securities requested to be included therein by the holders persons requesting such registration registration, (ii) second (subject to Section 2(a)(iv) of that certain Registration Rights Agreement dated September 22, 1999 between the Company and the persons listed on Schedule I thereto, provided that such Section has not been waived with respect to any other persons or entities who desire to participate in such registration), the Registrable Securities Shares and other securities of the Company with piggyback registration rights that are pari passu with the Holders 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 such price range, pro rata among the holders Holders of such securities Registrable Shares and the holders of such Registrable Securities other securities on the basis of the number of securities shares owned by each such holder, Holder or holder and (iiiii) secondthird (subject to Section 2(a)(iv) of that certain Registration Rights Agreement dated September 22, 1999 between the Company and the persons listed on Schedule I thereto, provided that such Section has not been waived with respect to any other persons or entities who desire to participate in such registration), other securities requested (and permitted) to be included in such registration, if any, that, in the opinion of such underwriters, can be sold in an orderly manner within such price range.

Priority on Secondary Registrations. If a Piggyback Registration is an underwritten secondary registration on behalf of holders of the Company’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 rather than this Section 2(d)the Holders), and the managing underwriters advise the Company in writing that, that in their opinion, reasonable and good faith opinion the number of securities requested to be included in such registration (including all Registrable Securities and all other securities proposed to be included in such underwritten offering) 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 marketability, proposed offering price, timing or method of a majority distribution of the securities initially requested to be included in such registrationoffering, then the Company shall include in such registration (i) first, the securities requested to be included therein by the initial holders requesting such registration and which, in the opinion of the underwriters, can be sold without any such adverse effect, (ii) second, the Registrable Securities of Holders requested to be included in such registration, in each case thatregistration which, in the opinion of such the underwriters, can be sold in an orderly manner within without any such price rangeadverse effect, pro rata among the holders of such securities and the holders of such Registrable Securities Holders on the basis of the number of securities Registrable Securities owned by each such holder, Holder that such Holder of Registrable Securities shall have requested to be included therein and (iiiii) secondthird, other securities requested (and permitted) to be included in such registration, if any, thatregistration which, in the opinion of such the underwriters, can be sold in an orderly manner within without any such price rangeadverse effect.

Priority on Secondary Registrations. If a Piggyback Registration is consists only of an underwritten secondary registration on behalf of holders of securities of the Company’s securities Company (other than holders of Registrable Securities (it being understood that secondary registrations on behalf of holders of Registrable Securities are addressed in pursuant to Section 1 rather than this Section 2(d10(a)), and the managing underwriters advise underwriter(s) for such offering advises the Company in writing that, that in its/their opinion, opinion the number of securities Registrable 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 adversely affecting the holders distribution of a majority of such securities by the securities initially requested to be included in such registrationCompany, then the Company shall will include in such registration (i) first, the securities requested to be included therein by the holders requesting such registration and (including the Registrable Securities 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 such price range, ) pro rata among all such holders. Notwithstanding the holders foregoing, if any such underwriter shall determine in good faith and advise the Company in writing that the distribution of the Registrable Securities requested to be included in the registration concurrently with the securities being registered by the Company would materially adversely affect the distribution of such securities and by the holders Company, then the Holders of such Registrable Securities shall delay their offering and sale for such period ending on the basis earliest of (1) 90 days following the effective date of the number of securities owned by each such holderCompany's registration statement, and (ii2) second, other securities requested (and permitted) to be included in such registrationthe day upon which the underwriting syndicate, if any, thatfor such offering shall have been disbanded or, in (3) such date as the opinion Company, managing underwriter and Holders of Registrable Securities shall otherwise agree. In the event of such underwritersdelay, can be sold in an orderly manner within such price range.the Company shall file such

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 requested by the holders of Registrable Securities (it being understood that secondary registrations on behalf of holders of Registrable Securities are addressed in pursuant to Section 1 rather than this Section 2(d)2), 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 of a majority of the securities initially requested Registrable Securities to be included in such registration, then the Company shall include in such registration the maximum number that the managing underwriters advise, in the following priority: (i) first, the securities requested to be included therein by the holders requesting such registration and registration, (ii) second, the Registrable Securities requested to be included in such registration, in each case that, in the opinion of such underwriters, can be sold in an orderly manner within such price range, pro rata among the holders of such securities and the holders of such Registrable Securities on the basis of the number of securities Registrable Securities owned by each such holder, and (iiiii) secondthird, securities other securities than Registrable Securities requested (and permitted) to be included in such registration, if any, that, registration which in the opinion of such underwriters, underwriters can be sold in an orderly manner within without adverse effect, pro rata among the holders of such price rangesecurities 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 securities other than holders of Registrable Securities (it being understood that secondary registrations Demand Registrations and Shelf Registrations by or on behalf of holders of Registrable Securities are addressed in Section 1 3 rather than in this Section 2(d4(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 without adversely affecting the holders marketability, proposed offering price, timing or method of a majority distribution of the securities initially requested to be included in such registrationoffering, then the Company shall include in such registration (i) first, the securities requested to be included therein by the holders initially requesting such registration and the number of Thriving Paws’ Registrable Securities and/or HH-Halo’s Registrable Securities requested to be included in such registration, in each case thatwhich, in the opinion of such underwriters, can be sold in an orderly manner within sold, without any such price rangeadverse effect, pro rata among the respective holders of such securities and the holders of such Registrable Securities thereof on the basis of the number amount of securities owned by each such holderholder relative to the total number of securities held by all such holders initially requesting such registration and holders of Thriving Paws Registrable Securities and HH-Halo Registrable Securities requesting to include Registrable Securities in such registration as of the date the Company provided written notice of the Piggyback Registration to the holders of Registrable Securities, and (ii) second, other securities requested (and permitted) to be included in such registration, if any, thatregistration which, in the opinion of such the underwriters, can be sold in an orderly manner within without any such price rangeadverse effect.

Priority on Secondary Registrations. If a Piggyback Registration is an underwritten secondary registration on behalf of holders of the Company’s equity securities (other than holders of Registrable Securities (it being understood that secondary registrations on behalf of holders of Registrable Securities are addressed in Section 1 rather than this Section 2(d)pursuant to a Shelf Offering or Demand Registration), and the managing underwriters advise the Company in writing that, that in their opinion, opinion the number of securities requested to be included in such registration exceeds the number which can be sold in an orderly manner in such offering within a price range acceptable to without adversely affecting the holders marketability, proposed offering price, timing or method of a majority distribution of the securities initially requested to be included in such registrationoffering, then the Company shall will include in such registration only such number of securities that in the opinion of such underwriters can be sold without adversely affecting the marketability of the offering, securities will be so included in the following order of priority (i) first, the number of securities requested to be included therein by the holders initially requesting such registration and together with the number of Heritage Group Registrable Securities requested to be included which, can be sold, without any such adverse effect, provided, however, that the Heritage Group shall be entitled to include such number of Heritage Group Registrable Securities representing at least 20% of the Common Stock proposed to be sold in such offering, (ii) second, the Registrable Securities requested to be included in such registration, in each case thatregistration by any other Holders which, in the opinion of such underwriters, can be sold in an orderly manner within sold, without any such price rangeadverse effect, pro rata among the holders of such securities and the holders of such Registrable Securities Holders on the basis of the number of securities Registrable Securities owned by each such holder, Holder and (iiiii) secondthird, other securities requested (and permitted) to be included in such registration, if any, thatregistration which, in the opinion of such the underwriters, can be sold in an orderly manner within without any such price rangeadverse effect.

Priority on Secondary Registrations. If a Piggyback Registration is an initiated as a secondary underwritten secondary registration on behalf of any holders of the Company’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 rather than this Section 2(d))the Stockholder, and the managing underwriters advise underwriter advises the Company that in writing that, in their opinion, its reasonable 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 without having an adverse effect on the price range acceptable to the holders of a majority or success of the securities initially requested to be included in such registrationoffering, then the Company shall include in such registration statement or prospectus supplement the maximum number of shares that such underwriter advises can be so sold without having such adverse effect, allocated (i) first, to the securities requested to be included therein by the holders holder(s) requesting such registration to the extent such holder(s) have priority registration rights in effect on the date hereof, (ii) second, to the Stockholder and to any Warrantholder with piggyback registration rights entitling it to include shares of Company common stock received pursuant to the Registrable Securities requested to be included Warrant Purchase Agreement in such registration, in each case that, in the opinion of such underwriters, can be sold in an orderly manner within such price range, pro rata among the such holders of such securities and the holders of such Registrable Securities on the basis of the number percentage of securities owned the shares requested to be registered by each them or on such holderbasis as such holders may agree among themselves and the Company, and (iiiii) secondthird, among the Company and other securities security holders of the Company, pro rata among such holder(s) and the Company on the basis of the percentage of the shares requested (and permitted) to be included in registered by them or on such registration, if any, that, in basis as such holder(s) may agree among themselves and the opinion of such underwriters, can be sold in an orderly manner within such price rangeCompany.

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 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 rather than this Section 2(d))Shares, and the managing underwriters underwriter(s) advise the Company in writing that, that in their opinion, opinion the number of securities requested Shares proposed to be included in such registration exceeds the number of Shares (of any class) (the “Secondary Maximum Number of Shares”) which 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 Shares to be sold in such offering within a price range acceptable to the holders of a majority of the securities initially requested to be included in such registrationoffering), then the Company shall include in such registration (i) first, the securities number of Shares requested to be included therein by the holders holder(s) requesting such registration and registration, (ii) second, the Registrable Securities number of Shares requested to be included therein by other holders of Shares, including any Investor (if such Investor has elected to include Registrable Shares in such registration, in each case that, in the opinion of such underwriters, can be sold in an orderly manner within such price rangePiggyback Registration), pro rata among the such holders of such securities and the holders of such Registrable Securities on the basis of the number of securities owned Shares requested to be included therein by each such holderholders or as such holders and the Company may otherwise agree (with allocations among different classes of Shares, if more than one are involved, to be reasonably determined by the Company), and (iiiii) secondthird, other securities requested (and permitted) the number of Shares that the Company proposes to be included in such registrationsell, if any, to the extent that, in the opinion case of such underwritersclauses (ii) and (iii), can be sold in an orderly manner within such price rangethe Secondary Maximum Number of Shares is not thereby exceeded.

Priority on Secondary Registrations. If a Series H Piggyback Registration is an underwritten secondary registration on behalf of holders of the Company’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 rather than this Section 2(d))'s securities, and the managing underwriters advise the Company in writing that, that in their opinion, opinion the number of securities requested to be included in such registration exceeds the number which can be sold in an orderly manner in such offering within a price range acceptable to the holders of a majority of the securities initially requested to be included in such registrationoffering, then the Company shall will include in such registration (i) first, the securities requested to be included therein by the holders requesting such registration, provided that at least 25% of the shares to be included in such registration and shall be Registrable Series H Securities and, in the case where such registration is not a Demand Registration, Registrable Securities with Priority Securities included before any other Registrable Series H Securities or Registrable Securities, in each case pro rata among the holders of such securities on the basis of the number of such shares requested to be included by such holders, (ii) second, the Registrable Series H Securities and, in the case where such registration is not a Demand Registration, Registrable Securities requested to be included in such registrationregistration and not included under (i) above with Priority Securities included before any other Registrable Series H Securities or Registrable Securities, in each case that, in the opinion of such underwriters, can be sold in an orderly manner within such price range, pro rata among the holders of such securities and the holders of such Registrable Securities on the basis of the number of securities owned such shares requested to be included by each such holderholders, and (iiiii) secondthird, other securities requested (and permitted) to be included in such registration, if any, that, in the opinion of such underwriters, can be sold in an orderly manner within such price range.

Priority on Secondary Registrations. If a Piggyback Registration is an underwritten secondary registration on behalf of holders of the Company’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 rather than this Section 2(d))'s securities, and the managing underwriters advise the Company in writing that, that in their opinion, opinion the number of securities requested to be included in such registration exceeds the number which can be sold in an orderly manner in such offering within a price range acceptable to without adversely affecting the holders of a majority marketability of the securities initially requested to be included in such registrationoffering, then the Company shall will include in such registration (i) first, any Class B Common into which the Senior Preferred is convertible (disregarding, for the purposes hereof, any restrictions which render such shares "Non-Convertible Shares" as defined in Section 2(g) below) which the holders thereof have requested to be included therein, pro rata among the holders thereof on the basis of the number of shares requested to be included in such registration by each such holder, (ii) second, the securities requested to be included therein by the holders requesting such registration and the Registrable Securities requested to be included in such registration, pro rata among the holders of such securities on the basis of the number of shares requested to be included in such registration by each such holder, and (iii) third, other securities requested to be included in such registration, in each case thatcase, to the extent in the opinion of the underwriters such underwriters, shares can be sold in an orderly manner within such the price range, pro rata among the holders range of such securities and the holders of such Registrable Securities on the basis of the number of securities owned by each such holder, and (ii) second, other securities requested (and permitted) to be included in such registration, if any, that, in the opinion of such underwriters, can be sold in an orderly manner within such price rangeoffering.

Priority on Secondary Registrations. If a Piggyback Registration is an underwritten secondary registration on behalf of holders of the Company’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 rather than this Section 2(d))JetPay's securities, and the managing underwriters advise the Company JetPay 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 of a majority of the securities initially requested to be included requesting such registration, then JetPay shall include in such registration, then the Company shall include in such registration (i) first, the securities requested to be included therein by the holders requesting such registration and the Registrable Securities requested to be included in such registration, in each case that, in the opinion of such underwriters, can be sold in an orderly manner within the price range of such price rangeoffering (if any), pro rata among the holders of such securities and the holders of such Registrable Securities on the basis of the number of shares of securities of JetPay owned by each such holder, and (ii) second, other the securities held by Flexpoint Fund II, L.P. or its assignees requested (and permitted) to be included in such registration, that in the opinion of such underwriters, can be sold in an orderly manner within the price range of such offering (if any), in accordance with the provisions set forth in that certain Registration Rights Agreement, dated as of October 11, 2013 by and between JetPay and Flexpoint Fund II, L.P., pro rata among the holders of such securities on the basis of the number of shares of securities of JetPay owned by each such holder and (iii) third, the other securities requested to be included in such registration (including, for the avoidance of doubt, securities of JetPay held by any Seller) that, in the opinion of such underwriters, can be sold in an orderly manner within the price range of such price rangeoffering (if any), pro rata among the holders of such securities on the basis of the number of shares of securities of JetPay 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 securities other than holders of Registrable Securities Holders (it being understood that secondary registrations on behalf of holders of Registrable Securities are addressed in Section 1 rather than this Section 2(d)the “Other Holders”), and the managing underwriter or underwriters advise advises the Company in writing that, that in their opinion, opinion the number and kind 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 of a majority of the securities initially requested to be included in such registrationoffering, then the Company shall will include in such registration registration: (ia) first, the securities requested to be included therein by the holders requesting such Other Holders exercising “demand” registration rights, up to that number which, in the opinion of the managing underwriter or underwriters, can be sold in the offering; and (b) second, the Registrable Securities and other securities requested to be included in such registration, in each case thatregistration up to that number which, in the opinion of such the managing underwriter or underwriters, can be sold in an orderly manner within such price rangeoffering, and if all such Registrable Securities and other securities cannot be so included, then pro rata among the holders of Holders and other securities requesting such securities and the holders of such Registrable Securities registration on the basis of the number of securities owned by each such holder, shares of Registrable Securities and (ii) second, other securities requested (and permitted) each holder otherwise sought to be have included in such registration, if any, that, in the opinion of such underwriters, can be sold in an orderly manner within such price rangePiggyback Registration.

Priority on Secondary Registrations. If a Piggyback Registration is an underwritten secondary registration Registration on behalf of holders of the Company’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 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 the Registration exceeds the number which can be sold in an orderly manner in such offering within a price range acceptable to and/or that the holders number of a majority of the securities initially requested proposed to be included in such registrationoffering would adversely affect the price per share of the Common Stock, then the Company shall include in such registration the Registration (i) first, the securities requested to be included therein by the holders requesting such registration and Registration pro rata among the holders of such other securities on the basis of the number of shares requested to be registered by each such holder or as such holders may otherwise agree, (ii) second, the Registrable Securities requested to be included in such registrationRegistration pro rata among the Holders on the basis of the number of shares proposed to be registered by each or as such Holders may otherwise agree, in each case thatand (iii) third, other securities requested to be included in the opinion of such underwriters, can be sold in an orderly manner within such price range, Registration pro rata among the holders of such other securities and the holders of such Registrable Securities on the basis of the number of securities owned shares requested to be registered by each such holder, and (ii) second, other securities requested (and permitted) to be included in holder or as such registration, if any, that, in the opinion of such underwriters, can be sold in an orderly manner within such price rangeholders may otherwise agree.

Priority on Secondary Registrations. If a Piggyback Registration is an underwritten secondary registration on behalf of holders of the Company’s Company securities (other than the holders of Registrable Securities (it being understood that secondary registrations on behalf of holders of Registrable Securities are addressed in Section 1 rather than this Section 2(d)Securities), and the managing underwriters advise underwriter(s) advises the Company that in writing that, in their opinion, its opinion the number of securities requested to be included in such registration exceeds the number which can be sold in an orderly manner in such offering within a price range acceptable to without adversely affecting the holders of a majority marketability of the securities initially requested to be included offering, the Company will include in such registration, then the Company shall include in such registration : (ia) first, the securities requested to be included therein by the holders requesting registration, (b) second, but only if all of the securities described in clause (a) are included in such registration, securities requested by the Company to be included in such registration to the extent the managing underwriter(s) advises the Company that such inclusion will not adversely affect the marketability of the offering, and (c) third, but only if all of the securities described in clauses (a) and (b) are included in such registration, Registrable Securities and other 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 such price range, pro rata among the holders of such securities Registrable Securities and the holders of such Registrable Securities other securities permitted to have their securities included in such registration on the basis of the number of securities shares owned by each such holder, and (iito the extent the managing underwriter(s) second, other securities requested (and permitted) to be included in advises the Company that such registration, if any, that, in inclusion will not adversely affect the opinion marketability of such underwriters, can be sold in an orderly manner within such price rangethe offering.

Priority on Secondary Registrations. If a Piggyback Registration is an underwritten secondary registration on behalf of holders a holder of the Company’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 rather than this Section 2(d))Securities, and the managing underwriters advise underwriter(s) advise(s) the Company in writing that, that in its or their opinion, opinion the number of securities requested to be included in such registration exceeds the largest number which that can be sold in an orderly manner in such offering within a price range acceptable to and/or that the holders number of a majority of the securities initially requested Registrable Securities proposed to be included in any such registrationregistration would have an adverse effect on the offering, then including the price per share at which the Company’s equity securities can be sold in such offering, the Company shall include in such registration (i) first, the securities requested to be included therein by the holders requesting such registration and registration, together with the Registrable Securities requested to be included in therein by the Shareholders, pro rata among (A) the holders of securities requesting such registrationregistration and (B) the Shareholders of such Registrable Securities, in each case thatcase, on the basis of the number of Registrable Securities requested to be registered by such Shareholders or holders of securities, as applicable, (ii) second, securities the Company proposes to sell and (iii) third, other securities requested to be included in the opinion of such underwriters, can be sold in an orderly manner within such price range, registration pro rata among the holders of such securities and the holders of such Registrable Securities on the basis of the number of securities owned by each such holder, and (ii) second, other securities shares requested (and permitted) to be included registered by such holders or as such holders may otherwise agree in such registration, if any, that, in the opinion of such underwriters, can be sold in an orderly manner within such price rangewriting.

Priority on Secondary Registrations. If a any Piggyback Registration is an underwritten secondary registration on behalf of initiated by holders of the Company’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 rather than this Section 2(d)), the Holders) and the managing underwriters advise shall give written advice to the Company of an Underwriters’ Maximum Number for such registration, then: (i) the Company will be obligated and required to include in writing thatsuch registration both (x) the number of securities requested by the holders initiating such Piggyback Registration and (y) the number of Registrable Securities requested by the Holders thereof to be included in such registration, which together in their opinionthe aggregate do not exceed the Underwriters’ Maximum Number and if such requests in the aggregate exceed the Underwriters’ Maximum Number, then such Registrable Securities shall be allocated for inclusion pro rata among the two different groups of holders identified in clauses (x) and (y) of this paragraph on the basis of the number of securities requested to be included therein by each such group of holders (and shall be further allocated for inclusion pro rata among the holders within each such group of holders identified in such registration exceeds clauses (x) and (y) of this paragraph on the basis of the number which can be sold in an orderly manner in such offering within a price range acceptable to the holders of a majority of the securities initially requested to be included in such registration, then the Company shall include in such registration (i) first, the securities Registrable Securities requested to be included therein by the holders requesting within each group); and (ii) if the Underwriters’ Maximum Number exceeds the sum of the number of Registrable Securities which the Company shall be required to include in such registration and the Registrable Securities requested number of securities to be included in such registration by holders initiating such registration, then the Company may include in each case that, in the opinion of such underwriters, can be sold in an orderly manner within such price range, pro rata among the holders of such securities and the holders of such Registrable Securities on the basis of the registration that number of securities owned by each for its own account which shall not be greater than such holder, and (ii) second, other securities requested (and permitted) to be included in such registration, if any, that, in the opinion of such underwriters, can be sold in an orderly manner within such price rangeexcess.

Priority on Secondary Registrations. If a Piggyback Registration is an underwritten secondary registration offering on behalf of holders of the Company’s securities any Person, other than holders of Registrable Securities Eligible Shareholders, who has the contractual right to initiate such a registration (it being understood that secondary registrations on behalf of holders of Registrable Securities are addressed the “Other Shareholders”), the Company shall provide a notice to all Eligible Holders in a manner set forth in Section 1 rather than this Section 2(d)), and 4.01. If the managing underwriters underwriter(s) advise the Company in writing that, in their opinion, the number of Company 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 the holders of a majority (including securities of the securities initially requested Company that are not Registrable Securities) should be reduced due to be included in such registrationadverse market conditions, then market demand or otherwise, the Company shall include in such registration registration: (ia) first, the securities Shares requested to be included therein by the holders requesting such registration and Other Shareholders, (b) second, the 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 such price rangeregistration by Altice Equity Holders, pro rata among the such holders of such securities and the holders of such Registrable Securities on the basis of the total number of securities owned Registrable Securities which are requested by each such holder, and (ii) second, other securities requested (and permitted) holders to be included in such registration, (c) third, the Registrable Securities requested to be included in such registration by Founder Equity Holders, pro rata among such holders on the basis of the total number of Registrable Securities which are requested by such holders to be included in such registration, and (d) fourth, other securities, if any, that, requested to be included in the opinion of such underwriters, can be sold in an orderly manner within such price rangeregistration.

Priority on Secondary Registrations. If a Piggyback Registration is an underwritten secondary registration on behalf of holders of the Company’s securities other than holders Holders of Registrable Securities (it being understood that secondary registrations on behalf of holders of Registrable Securities are addressed in Section 1 rather than this Section 2(d)the “Other Holders”), and the managing underwriter or underwriters advise advises the Company in writing that, that in their opinion, opinion the number and kind 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 of a majority of the securities initially requested to be included in such registrationoffering, then the Company shall will include in such registration registration: (ia) first, the securities requested to be included therein by the holders Other Holders requesting such registration registration, up to that number which, in the opinion of the managing underwriter or underwriters, can be sold in the offering; and (b) second, the Registrable Securities requested to be included in such registration, in each case thatregistration hereunder up to that number which, in the opinion of such the managing underwriter or underwriters, can be sold in an orderly manner within such price rangeoffering, and if all such Registrable Securities cannot be so included, then pro rata among the holders Holders of such securities and the holders of such Registrable Securities requesting such registration on the basis of the number of securities owned by shares of Registrable Securities each such holder, and (ii) second, other securities requested (and permitted) Holder otherwise sought to be have included in such registration, if any, that, in the opinion of such underwriters, can be sold in an orderly manner within such price rangePiggyback Registration.

Priority on Secondary Registrations. If a any Piggyback Registration is an underwritten secondary registration on behalf of initiated by holders of the Company’s 's securities (other than holders Holders of Registrable Securities (it being understood that secondary registrations on behalf of holders of Registrable Securities are addressed in Section 1 rather than this Section 2(d)their capacity as Holders), and the managing underwriters advise shall give written advice to the Company in writing that, in their opinionthe reasonable opinion of such managing underwriters, marketing factors (and in the case of paragraph 3.2.4. hereinbelow, the effect on the selling price) require a limitation on the total number of securities requested to be included underwritten (in this paragraph (d) called the Underwriters' Maximum Number), then: (i) the Company will be obligated and required to include in such registration exceeds that number of Registrable Securities which shall have been requested by the number which can be sold in an orderly manner in such offering within a price range acceptable to the holders of a majority of the securities initially requested Holders thereof to be included in such registration, and which shall not be less than thirty-three percent (33%) of the Underwriters' Maximum Number, and such securities (other than Registrable Securities of Holders) shall be allocated among the holders of such securities in such proportions as the Company and such holders may agree, and (ii) if the Underwriters' Maximum Number exceeds the number of securities to be included in such registration by holders initiating such registration and Holders, then the Company shall include in will be obligated and required to include, to the extent of such registration (i) firstexcess, the securities requested to be included therein by the holders requesting such registration and the Registrable Securities requested to be included in such registrationregistration by Holders, in each case that, in the opinion of and such underwriters, can securities shall be sold in an orderly manner within such price range, allocated pro rata among the holders of such securities and the holders Holders of such Registrable Securities on the basis of the number of securities owned by each such holder, and (ii) second, other securities shares of Registrable Securities requested (and permitted) to be included in therein by such registration, if any, that, in the opinion of such underwriters, can be sold in an orderly manner within such price rangerespective Holders. 3.2.5.

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 holders of the Registrable Securities (it being understood that secondary registrations on behalf of holders of Registrable Securities are addressed in Section 1 rather than this Section 2(d)Securities), and the managing underwriters advise Managing Underwriters notify the Company in writing that, that in their opinion, opinion the number of shares of securities requested to be included in such registration offering exceeds the number which can be sold in an orderly manner within an acceptable price range, except as set forth in Section 2.1(j), the Company will include in such offering within a price range acceptable to the holders maximum amount of a majority of the securities initially Registrable Securities requested to be included pursuant to this Agreement, which, in the opinion of the Managing Underwriters, can be sold in such registrationoffering in an orderly manner within an acceptable price range, then the Company and such amount shall include in such registration be allocated (i1) first, pro rata among the securities requested to be included therein by Holders thereof on the holders requesting such registration and basis of the number of shares of Registrable Securities requested to be included in such registrationregistration by each such Holder pursuant to Section 2.1(a), in each case that, in the opinion of such underwriters, can be sold in an orderly manner within such price rangeand (2) second, pro rata among the holders of such securities and the holders of such Registrable Securities Holders thereof on the basis of the number of securities owned by each such holder, and (ii) second, other securities shares of Registrable Securities requested (and permitted) to be included in such registrationregistration by each such Holder pursuant to Section 2.3(a); provided, if anyhowever, that, in that the opinion initiating Holder shall retain its rights under Section 2.1(e) and that Xxxxxx' right to register its Registrable Securities pursuant to this Section 2.3(c) shall be subordinate to the rights of such underwriters, can be sold in an orderly manner within such price rangethe other Holders hereunder.

Priority on Secondary Registrations. If a Piggyback Registration is an underwritten secondary registration on behalf of holders of the Company’s securities other than holders of Registrable Securities (it being understood that secondary registrations on behalf of holders of Oaktree Registrable Securities are addressed in Section 1 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 of a majority of the securities initially requested to be included in such registration, then the Company shall include in such registration (i) first, the securities requested to be included therein by the holders requesting such registration and the Registrable Securities requested to be included in such registrationregistration pursuant to this Section 2, in each case that, in the opinion of such underwriters, can be sold in an orderly manner within such price range, pro rata among the holders of such securities and the holders of such Registrable Securities on the basis of the number of securities owned by each such holder, and (ii) second, other securities requested (and permitted) to be included in such registration, if any, that, in the opinion of such underwriters, can be sold in an orderly manner within such price range, pro rata among the holders of such securities on the basis of the number of such securities owned by each such holder.

Priority on Secondary Registrations. If a Piggyback Registration or a Piggyback Shelf Take-Down is initiated as an underwritten secondary registration offering other than on behalf of holders of the Company’s 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 rather than this Section 2(d)), and the managing underwriters of the offering advise the Company in writing that, in their opinion, the number of securities Equity Securities proposed to be included in such offering, including all Registrable Securities and all other Equity Securities requested to be included in such registration offering, exceeds the number of Equity Securities which can reasonably be expected to be sold in an orderly manner in such offering within a price range acceptable to without adversely affecting the holders success of a majority the offering (including the price, timing or distribution of the securities initially requested to be included sold in such registrationoffering), then the Company shall include in such registration Piggyback Registration or Piggyback Shelf Take-Down: (i) first, the securities requested to be included therein by the holders requesting such registration and the Registrable Securities requested to be included in such registrationregistration by the Parent or any other Investor, in each case thatallocated, in the opinion case of such underwriters, can be sold in an orderly manner within such price rangethis clause (i), pro rata among the holders of such securities and the holders of such Registrable Securities Investors on the basis of the number of securities owned Registrable Securities initially proposed to be included by each such holder, Investor in such offering; and (ii) second, other securities requested (and permitted) any Equity Securities proposed to be included in such registrationoffering by any other Person to whom the Company has a contractual obligation to facilitate such offering (subject to Section 1.12(a)) and any Equity Securities that the Company proposes to sell in such offering, -4- allocated, in the case of this clause (ii), among such Persons in such manner as the Company may determine, up to the number of Equity Securities, if any, that, that the managing underwriters determine can be included in the opinion offering without reasonably being expected to adversely affect the success of the offering (including the price, timing or distribution of the securities to be offered in such underwriters, can be sold in an orderly manner within such price rangeoffering).

Priority on Secondary Registrations. If a Piggyback Registration is an underwritten secondary registration on behalf of holders of the Company’s securities stockholders other than holders of either the Investor Registrable Securities (it being understood that secondary registrations on behalf of holders of or the i2 Registrable Securities are addressed in Section 1 rather than this Section 2(d))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 of a majority of the securities initially requested Registrable Securities to be included in such registration, then the Company shall include in such registration (i) first, the securities requested to be included therein by the holders requesting such registration and registration, (ii) second, the Investor 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 such price range, pro rata among the holders of such securities and Investor Registrable Securities on the basis of the number of shares owned by such holders; (iii) third, the Registrable Securities other than Investor Registrable Securities, pro rata among the holders of such Registrable Securities on the basis of the number of securities shares owned by each such holder, holders; and (iiiv) secondfourth, other securities any non-requesting Other Registrable Securities requested (and permitted) to be included in such registration, if any, that, in pro rata among the opinion holders thereof on the basis of such underwriters, can the number of their securities requested to be sold in an orderly manner within such price rangeincluded therein.

Priority on Secondary Registrations. If a Piggyback Registration is an underwritten secondary registration on behalf of holders of the Company’s equity securities (other than holders of Registrable Securities (it being understood that secondary registrations on behalf of holders of Registrable Securities are addressed in pursuant to Section 1 rather than this Section 2(d)hereof), 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 without adversely affecting the holders marketability, proposed offering price, timing or method of a majority distribution of the securities initially requested to be included in such registrationoffering, then the Company shall will include in such registration (i) first, the securities requested to be included therein by the holders initially requesting such registration and the Registrable Securities requested to be included in such registration, in each case thatregistration which, in the opinion of such the underwriters, can be sold without any such adverse effect, (ii) second, the Sponsor Investor Registrable Securities and Preferred Holder Registrable Securities requested to be included in an orderly manner within such price rangeregistration which, in the opinion of the underwriters, can be sold without any such adverse effect, pro rata among the holders of such securities and the holders of such Registrable Securities respective Participating Holders on the basis of the number of securities Registrable Securities owned by each such holderParticipating Holder, and (iiiii) secondthird, any other securities Registrable Securities requested (and permitted) to be included in such registration, if any, thatregistration by any other Holder which, in the opinion of such the underwriters, can be sold without any such adverse effect, pro rata among such Holders on the basis of the number of Registrable Securities owned by each such Holder, and (iv) fourth, other securities requested to be included in an orderly manner within such price rangeregistration which, in the opinion of the underwriters, can be sold without any such adverse effect.

Priority on Secondary Registrations. If a Piggyback Registration ----------------------------------- is an underwritten secondary registration on behalf of holders of the Company’s Issuer'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 in this Section 2(d)), and the managing underwriters advise the Company Issuer in writing (with a copy to each party hereto requesting registration of Registrable Securities) that, in their opinion, the number of securities requested to be included in such registration exceeds the number which can be sold in an orderly manner in such offering within a price range acceptable to the holders of a majority of Issuer, the securities initially requested to be included in such registration, then the Company shall Issuer will include in such registration (i) first, the securities requested to ----- be included therein by the holders requesting such registration and registration, (ii) second, ------ the Registrable Securities requested to be included in such registration, in each case that, in the opinion of such underwriters, can be sold in an orderly manner within such price range, pro rata among the holders of such securities and the holders of such Registrable Securities on the basis of the number of Registrable Securities owned by each such requesting holder, and (iii) third, ----- other securities requested to be included in such registration pro rata among the holders of such other securities on the basis of the number of such securities owned by each such holder, and (ii) second, other securities requested (and permitted) to be included in such registration, if any, that, in the opinion of such underwriters, can be sold in an orderly manner within such price range.

Priority on Secondary Registrations. If a Piggyback Registration is an underwritten secondary registration on behalf of holders of the Company’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 rather than this Section 2(d))'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 of a majority of the securities initially requested to be included in requesting such registration, then the Company shall include in such registration registration, (i) first, the securities requested to be included therein by the holders requesting such registration and the Registrable Securities requested to be included in such registration, in each case that, in the opinion of such underwriters, can be sold in an orderly manner within the price range of such price rangeoffering (if any), pro rata among the holders of such securities and the holders of such Registrable Securities on the basis of the number of shares of securities of the Company owned by each such holder; provided, and that for the purposes of this clause (i) if the registration has been requested by Purchaser then LS Purchaser shall be deemed to also be a “holder requesting such registration” regardless of whether LS Purchaser was included in the original request delivered by Purchaser to the Company, (ii) second, other the securities held by Purchaser and/or LS Purchaser requested (and permitted) to be included in such registration, that in the opinion of such underwriters, can be sold in an orderly manner within the price range of such offering (if any), in accordance with the provisions set forth in that certain Registration Rights Agreement, dated as of October 11, 2013, by and between the Company and Purchaser, pro rata among the holders of such securities on the basis of the number of shares of securities of the Company owned by each such holder and (iii) third, the other securities requested to be included in such registration (including, for the avoidance of doubt, securities of the Company held by Purchaser or LS Purchaser) that, in the opinion of such underwriters, can be sold in an orderly manner within the price range of such price rangeoffering (if any), pro rata among the holders of such securities on the basis of the number of shares of securities of the Company 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 's securities other than holders Holders of Investor Registrable Securities (it being understood that secondary registrations on behalf of holders Holders of Investor Registrable Securities are addressed in Section 1 2 rather than this Section 2(d3(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 of a majority of the securities initially requested Investor Registrable Securities to be included in such registration, then the Company shall include in such registration registration, (i) first, the securities requested to be included therein by the holders requesting such registration and the Registrable Securities requested to be included in such registration, in each case that, in the opinion of such underwriters, can be sold in an orderly manner within the price range of such price rangeoffering (if any), pro rata among the holders of such securities and the holders of such Registrable Securities on the basis of the number of shares of securities of the Company owned by each such holder, and (ii) second, other securities the Investor Registrable Securities requested (and permitted) to be included in such registration, if any, registration 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 thereof on the basis of the number of Investor Registrable Securities owned by each such holder and (iii) third, the other securities requested to be included in such registration that, in the opinion of such underwriters, can be sold in an orderly manner within the price rangerange 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 other than holders of Registrable Securities (it being understood that secondary registrations on behalf of holders of Registrable Securities are addressed in Section 1 rather than not party to this Section 2(d))Agreement, 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 security holders of a majority initially requesting such registration and offering without adversely affecting the marketability of the securities initially requested to be included in such registrationoffering, then the Company shall include in such registration (i) first, solely in the securities event of a registration following a Call/Put Default, the number of Registrable Securities requested to be included therein in such registration by the holders requesting WCAS Majority Holders pro rata, if necessary, among the WCAS Majority Holders on the basis of the number of Registrable Securities owned by each such registration and WCAS Majority Holder, (ii) second, the number of Registrable Securities requested to be included in such registration, in each case thatpro rata, in the opinion of such underwritersif necessary, can be sold in an orderly manner within such price range, pro rata among the holders of such securities and the holders of such Registrable Securities on the basis of the number of securities Registrable Securities owned by each such holder, holder and (iiiii) secondthird, other securities requested (and permitted) to be included in such registration, if any, that, in such a manner as the opinion of such underwriters, can be sold in an orderly manner within such price rangeCompany may determine.

Priority on Secondary Registrations. If a Piggyback Registration registration is an underwritten secondary registration on behalf of holders of the Company’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 rather than this Section 2(d))'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 (i) creates a 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 in such offering within a price range acceptable to the holders of a majority of the securities initially requested to be included in such registrationoffering, then the Company shall will include in such registration (ix) first, the securities requested to be included therein by the holder or group of holders requesting such registration (the "Demand Holders"), which in such opinion of such underwriters can be sold, pro rata, among the Demand Holders, on the basis of the number of Demand Holders shares requested to be included in such registration by each such Demand Holder, (y) second, the securities requested to be included therein by the Holders of Registrable Shares", which in such opinion of such underwriters can be sold, pro rata, among the Holders of Registrable Shares, on the basis of the number of Registrable Shares requested to be included in such registration by each such Holder, and (z) third, the Registrable Securities shares requested to be included by Other Holders who have 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 such price range, pro rata among the holders of such securities and the holders of such Registrable Securities on the basis of the number of securities owned by each such holder, and (ii) second, other securities requested (and permitted) to be included in such registration, if any, that, in the opinion of such underwriters, can be sold in an orderly manner within such price range.

Priority on Secondary Registrations. If a Piggyback Registration is an underwritten secondary registration on behalf of holders of the Company’s equity securities (other than holders of Registrable Securities (it being understood that secondary registrations on behalf of holders of Registrable Securities are addressed in Section 1 rather than this Section 2(d)the Lateral 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 within a price range acceptable to without adversely affecting the holders marketability, proposed offering price, timing or method of a majority distribution of the securities initially requested to be included in such registrationoffering, then the Company shall will include in such registration (i) first, the securities requested to be included therein by the holders requesting such registration and which, in the opinion of the underwriters, can be sold without any such adverse effect, (ii) second, the Registrable Securities requested to be included in such registration, in each case that, in the opinion of such underwriters, can be sold in an orderly manner within such price range, pro rata among the holders of such securities Holders and the holders of such Registrable Securities Benchmark Parties on the basis of the number of securities Registrable Securities owned by each such holderHolder or Benchmark Party, as applicable, which, in the opinion of the underwriters, can be sold without any such adverse effect; provided, however, that in no event will the Benchmark Parties be entitled to sell less than 50% of the number of Registrable Securities to be sold by the Lateral Investors, and (iiiii) secondthird, other securities requested (and permitted) to be included in such registration, if any, thatregistration which, in the opinion of such the underwriters, can be sold in an orderly manner within without any such price rangeadverse effect.