Common use of Priority in Piggy-Back Registration Clause in Contracts

Priority in Piggy-Back Registration. In a registration pursuant to this Section 10 involving an underwritten offering, if the managing underwriter or underwriters of such underwritten offering have informed, in writing, the Issuer and the Selling Holders requesting inclusion in such offering that in such underwriter's or underwriters' opinion the total number of securities which the Issuer, the Selling Holders and any other Persons desiring to participate in such registration intend to include in such offering is such as to adversely affect the success of such offering, including the price at which such securities can be sold, then the Issuer will be required to include in such registration only the amount of securities which it is so advised should be included in such registration. In such event: (x) in cases initially involving the registration for sale of securities for the Issuer's own account, securities shall be registered in such offering in the following order of priority: (i) first, the securities which the Issuer proposes to register, (ii) second, provided that no securities proposed to be registered by the Issuer have been excluded from such registration, the securities which have been requested to be included in such registration by the Selling Holders and by Persons entitled to exercise "piggy-back" registration rights pursuant to contractual commitments to "piggy-back" registration rights of the Issuer entered into prior to, and in existence on, the date hereof (pro rata based on the amount of securities sought to be registered by such Persons), and (iii) third, provided that no securities sought to be included by the Selling Holders or such Persons have been excluded from such registration, the securities of other Persons entitled to exercise "piggy-back" registration rights pursuant to contractual commitments of the Issuer entered into subsequent to the date hereof (pro rata based on the amount of securities sought to be registered by such Persons); and (y) in cases not initially involving the registration for sale of securities for the Issuer's own account, securities shall be registered in such offering in the following order of priority: (i) first, the securities of any Person whose exercise of a "demand" registration right pursuant to a contractual commitment of the Issuer is the basis for the registration, (ii) second, provided that no securities of any Person whose exercise of a "demand" registration right pursuant to a contractual commitment of the Issuer is the basis for such registration have been excluded from such registration, the securities requested to be included in such registration by the Selling Holders pursuant to this Agreement and by Persons entitled to exercise "piggy-back" registration rights pursuant to contractual commitments to "piggy-back" registration rights of the Issuer entered into prior to, and in existence on, the date hereof (pro rata based on the total amount of securities sought to be included by such Persons), (iii) third, provided that no securities sought to be included by the Selling Holders or such Persons have been excluded from such registration, securities of other Persons entitled to exercise "piggy- back" registration rights pursuant to contractual commitments entered into subsequent to the date hereof (pro rata based on the amount of securities sought to be registered by such Persons) and (iv) fourth, provided that no securities sought to be included by other Persons entitled to exercise "piggy-back" registration rights pursuant to such contractual commitments have been excluded from such registration, any securities which the Issuer proposes to register.

Priority in Piggy-Back Registration. In a registration pursuant to this Section 10 2.3 hereof involving an underwritten offering, if the managing underwriter or underwriters of such underwritten offering have informed, in writing, the Issuer Company and the Selling Holders requesting inclusion in such offering that in such underwriter's or underwriters' opinion the total number of securities which the IssuerCompany, the Selling Holders and any other Persons desiring to participate in such registration intend to include in such offering is such as to adversely affect the success of such offering, including the price at which such securities can be sold, then the Issuer Company will be required to include in such registration only the amount of securities which it is so advised should be included in such registration. In such event: (x) in cases initially only involving the registration for sale of securities for the IssuerCompany's own accountaccount (other than pursuant to the exercise of piggyback rights herein and in other contractual commitments of the Company), securities shall be registered in such offering in the following order of priority: (i) firstFIRST, the securities which the Issuer Company proposes to register, (ii) secondSECOND, provided that no securities proposed sought to be registered included by the Issuer Company have been excluded from such registration, the securities which have been requested to be included in such registration by the Selling Holders of Registrable Securities and the parties to the Investors' Rights Agreement, pro rata between the Holders and by Persons entitled the parties to exercise "piggy-back" registration rights pursuant to contractual commitments to "piggy-back" registration rights the Investors' Rights Agreement based upon the respective amounts of the Issuer entered into prior to, Registrable Securities and in existence on, the date hereof (pro rata based on the amount of securities sought to be registered held by such Persons)Holders and parties, and (iii) thirdTHIRD, provided that no securities sought to be included by the Selling Company or the Holders or such Persons the parties to the Investors' Rights Agreement have been excluded from such registration, the securities of other Persons entitled to exercise "piggy-back" registration rights pursuant to contractual commitments of the Issuer entered into subsequent to the date hereof Company (pro rata based on the amount of securities sought to be registered held by such Persons); and (y) in cases not initially involving the registration for sale of securities for the IssuerCompany's own accountaccount only, not for the account of any party to the Investors' Rights Agreement, securities shall be registered in such offering in the following order of priority: (i) firstFIRST, the securities of any Person whose exercise of a "demand" registration right pursuant to a contractual commitment of the Issuer Company is the basis for the registrationregistration (provided that if such Person is a Holder of Registrable Securities, as among Holders of Registrable Securities there shall be no priority and Registrable Securities sought to be included by Holders of Registrable Securities shall be included pro rata based on the amount of securities held by such Persons), (ii) secondSECOND, provided that no securities of any such Person whose exercise of a "demand" registration right pursuant referred to a contractual commitment of in the Issuer is the basis for such registration immediately preceding clause (i) have been excluded from such registration, the securities which have been requested to be included in such registration by the Selling Holders pursuant of Registrable Securities and the parties to this the Investors' Rights Agreement, pro rata between the Holders and the parties to the Investors' Rights Agreement based upon the respective amounts of Registrable Securities and securities held by such Holders and parties, and (iii) THIRD, provided that no securities of such Person referred to in the immediately preceding clause (i) or of the Holders or of the parties to the Investors' Rights Agreement have been excluded from such registration, securities of other Persons entitled to exercise "piggy-back" registration rights pursuant to contractual commitments to "piggy-back" registration rights of the Issuer entered into prior to, and in existence on, the date hereof (pro rata based on the total amount of securities sought to be included held by such Persons), ) and (iiiiv) thirdFOURTH, provided that no securities sought of any other Person have been excluded from such registration, the securities which the Company proposes to register; and (z) in cases involving the registration for sale of securities for a party to the Investors' Rights Agreement, securities shall be registered in such offering in the following order of priority: (i) FIRST, the securities which have been requested to be included in such registration by the Selling Holders and by the parties to the Investors' Rights Agreement pro rata based upon the respective amounts of Registrable Securities and securities held by such Holders and parties, and (ii) SECOND, provided that no securities of the Holders or such Persons of the parties to the Investors' Rights Agreement have been excluded from such registration, securities of other Persons entitled to exercise "piggy- piggy-back" registration rights pursuant to contractual commitments entered into subsequent to the date hereof (pro rata based on the amount of securities sought to be registered held by such Persons) and (iviii) fourthTHIRD, provided that no securities sought of any other Person has been excluded from such registration, the securities which the Company proposes to register; PROVIDED, HOWEVER, that in cases involving the registration for sale of securities pursuant to Section 4.3 of the Investors' Rights Agreement, securities shall be registered in such offering in the following order of priority: (i) FIRST, the securities requested to be included in such registration by the Holders pursuant to this Agreement, by the parties to the Investors' Rights Agreement and by other Persons entitled to exercise "piggy-back" registration rights pursuant to contractual commitments, pro rata based upon the number of securities held by such contractual commitments have Holders, parties and other Persons, respectively and (ii) SECOND, provided that no securities of any other Person has been excluded from such registration, any the securities which the Issuer Company proposes to register. If, as a result of the provisions of this Section 2.3(b), any Selling Holder shall not be entitled to include all Registrable Securities in a Piggy-Back Registration that such Selling Holder has requested to be included, such Selling Holder may elect to withdraw his request to include Registrable Securities in such registration.

Priority in Piggy-Back Registration. In a registration pursuant to this Section 10 2.2 involving an underwritten offering, if the managing underwriter or underwriters of such underwritten offering have informed, in writing, the Issuer Company and the Selling Holders requesting inclusion in such offering that in such underwriter's or underwriters' reasonable opinion the total number of securities which the IssuerCompany, the Selling Holders and any other Persons persons desiring to participate in such registration intend to include in such offering is such as to materially and adversely affect the success of such offering, including the price at which such securities can be sold, then the Issuer Company will be required to include in such registration only the amount of securities which it is so advised should be included in such registration. In such event: (x) in cases initially only involving the registration for sale of securities Common Stock for the IssuerCompany's own accountaccount (which may include securities included pursuant to the exercise of piggy-back rights herein and in other contractual commitments of the Company), securities shall be registered in such offering in the following order of priority: (i) first, the securities Common Stock which the Issuer Company proposes to register, (ii) second, provided that no securities proposed Common Stock sought to be registered included by the Issuer Company have been excluded from such registration, the securities Common Stock which have been requested to be included in such registration by the Selling Holders and by Persons entitled to exercise "piggy-back" registration rights of Registrable Securities pursuant to contractual commitments to "piggy-back" registration rights this Agreement (such securities for the account of the Issuer entered into prior to, and in existence on, Holders to be allocated among the date hereof (Holders pro rata based on the amount of securities sought to be registered by such Persons), the Holder) and (iii) third, provided that no securities Common Stock sought to be included by the Selling Company or the Holders or such Persons have been excluded from such registration, the securities of other Persons entitled to exercise "piggy-back" registration rights pursuant to contractual commitments of the Issuer entered into subsequent to the date hereof Company (pro rata based on the amount of securities sought to be registered by such Persons); and (y) in cases not initially involving the registration for sale of securities Common Stock for the IssuerCompany's own accountaccount only, securities shall be registered in such offering in the following order of priority: (i) first, Common Stock to be sold for the account of the Company and the securities of any Person whose exercise of a "demand" registration right pursuant to a contractual commitment of the Issuer Company is the basis for the registrationregistration (provided that if such Person is a Holder of Registrable Securities, as among Holders of Registrable Securities there shall be no priority and Registrable Securities sought to be included by Holders of Registrable Securities shall be included pro rata based on the amount of securities sought to be registered by such Persons), (ii) second, provided that no securities of any the Company or such Person whose exercise of a "demand" registration right pursuant referred to a contractual commitment of in the Issuer is the basis for such registration immediately preceding clause (i) have been excluded from such registration, the securities requested to be included in such registration by the Selling Holders of Registrable Securities pursuant to this Agreement (such securities for the account of the Holders to be allocated among the Holders pro rata based on the total amount of securities sought to be registered by the Holders) and by (iii) third, provided that no securities of such Person referred to in the immediately preceding clause (i) or of the Holders have been excluded from such registration, securities of other Persons entitled to exercise "piggy-back" registration rights pursuant to contractual commitments to "piggy-back" registration rights of the Issuer entered into prior to, and in existence on, the date hereof (pro rata based on the total amount of securities sought to be included by such Persons), (iii) third, provided that no securities sought to be included by the Selling Holders or such Persons have been excluded from such registration, securities of other Persons entitled to exercise "piggy- back" registration rights pursuant to contractual commitments entered into subsequent to the date hereof (pro rata based on the amount of securities sought to be registered by such Persons) and (iv) fourth). If, provided as a result of the provisions of this Section 2.2(b), any Selling Holder shall not be entitled to include all Registrable Securities in a Piggy-Back Registration that no securities sought such Selling Holder has requested to be included by other Persons entitled included, such Selling Holder may elect to exercise "piggy-back" registration rights pursuant withdraw his request to such contractual commitments have been excluded from include Registrable Securities in such registration, any securities which the Issuer proposes to register.

Priority in Piggy-Back Registration. In a registration pursuant to this Section 10 2.2 hereof involving an underwritten offering, if the managing underwriter or underwriters of such underwritten offering shall have informed, in writing, informed the Issuer Company and the Selling Holders requesting inclusion in such offering offering, in writing, that in such underwriter's or underwriters' reasonable opinion the total number or type of securities Registrable Securities which the IssuerCompany, the Selling Holders and any other Persons persons desiring to participate in such registration intend to include in such offering is such as to materially and adversely affect the success of such offering, including the price at which such securities can be sold, then the Issuer will Company shall be required to include in such registration only the amount of securities which it is so advised should be included in such registration. In such event: (x) in cases initially involving the registration for sale of securities for the Issuer's own account, securities shall be registered in such offering in the following order of priority: (i) first, the securities which the Issuer Company proposes to register, register (a) in the Initial Public Equity Offering or (b) pursuant to an exercise of "demand" registration rights pursuant to a contractual commitment of the Company and (ii) second, provided that no securities proposed sought to be registered included by the Issuer Company or any such Person under the immediately preceding clause (i) have been excluded from such registration, the securities which have been requested to be included in such registration by the Selling Holders Company (other than those covered by clause (i)) and by Persons entitled to exercise "piggy-back" registration rights the Holders of Registrable Securities pursuant to contractual commitments to "piggy-back" registration rights of the Issuer entered into prior tothis Agreement, and in existence on, the date hereof (pro rata based on the amount of securities sought to be registered by such Persons), and (iii) third, provided that no securities sought to be included by the Selling Holders or such Persons have been excluded from such registration, the securities of other Persons entitled to exercise "piggy-back" registration rights pursuant to contractual commitments of the Issuer entered into subsequent to the date hereof Company (pro rata based on the amount of securities sought to be registered by the Company and such Persons); and (y) in cases not initially involving the registration for sale of securities for the Issuer's own account. If, securities shall be registered in such offering in the following order of priority: (i) first, the securities of any Person whose exercise of as a "demand" registration right pursuant to a contractual commitment result of the Issuer is the basis for the registrationprovisions of this Section 2.2(b), (ii) second, provided any Selling Holder shall not be entitled to include all Registrable Securities in a Piggy-Back Registration that no securities of any Person whose exercise of a "demand" registration right pursuant to a contractual commitment of the Issuer is the basis for such registration have been excluded from such registration, the securities Selling Holder has requested to be included included, such Selling Holder may elect to withdraw his request to include Registrable Securities in such registration by the Selling Holders pursuant to this Agreement and by Persons entitled to exercise "piggy-back" registration rights pursuant to contractual commitments to "piggy-back" registration rights of the Issuer entered into prior to, and in existence on, the date hereof (pro rata based on the total amount of securities sought to be included by such Persons), (iii) third, provided that no securities sought to be included by the Selling Holders or such Persons have been excluded from such registration, securities of other Persons entitled to exercise "piggy- back" registration rights pursuant to contractual commitments entered into subsequent to the date hereof (pro rata based on the amount of securities sought to be registered by such Persons) and (iv) fourth, provided that no securities sought to be included by other Persons entitled to exercise "piggy-back" registration rights pursuant to such contractual commitments have been excluded from such registration, any securities which the Issuer proposes to register.

Priority in Piggy-Back Registration. In a registration ----------------------------------- pursuant to this Section 10 2.2 hereof involving an underwritten offering, if the managing underwriter or underwriters of such underwritten offering have informed, in writing, the Issuer Company and the Selling Holders requesting inclusion in such offering that in such underwriter's or underwriters' opinion the total number of securities which the IssuerCompany, the Selling Holders and any other Persons desiring to participate in such registration intend to include in such offering is such as to materially and adversely affect the success of such offering, including the price at which such securities can be sold, then the Issuer Company will be required to include in such registration only the amount of securities which it is so advised should be included in such registration. In such event: (x) in cases initially only involving the registration for sale of securities for the IssuerCompany's own accountaccount (other than pursuant to the exercise of "piggy- back" rights herein and in other contractual commitments of the Company), securities shall be registered in such offering in the following order of priority: (i) first, the securities which the Issuer Company proposes to register, (ii) ----- second, provided that no securities proposed sought to be registered included by the Issuer Company have ------ been excluded from such registration, the securities which have been requested to be included in such registration by the Selling Holders of Registrable Securities pursuant to this Agreement and by the other parties to the Stockholder Rights Agreement pro rata between the Holders and by Persons entitled the parties to exercise "piggy-back" registration rights pursuant to contractual commitments to "piggy-back" registration rights of the Issuer entered into prior to, and in existence on, Stockholder Rights Agreement based upon the date hereof (pro rata based on the aggregate amount of securities sought to be registered by such Persons)then held, and (iii) third, provided that no securities sought to be included by the Selling Company or the ----- Holders or such Persons the parties to the Stockholder Rights Agreement have been excluded from such registration, the securities of other Persons entitled to exercise "piggy-back" registration rights pursuant to contractual commitments of the Issuer entered into subsequent to the date hereof Company (pro rata based on the amount of securities sought to be registered by such Persons); and (y) in cases not initially involving the registration for sale of securities for the IssuerCompany's own accountaccount only or not for the account of any party to the Stockholder Rights Agreement, securities shall be registered in such offering in the following order of priority: (i) first, the securities of ----- any Person whose exercise of a "demand" registration right pursuant to a contractual commitment of the Issuer Company is the basis for the registrationregistration (provided that if such Person is a Holder of Registrable Securities, as among Holders of Registrable Securities there shall be no priority and Registrable Securities sought to be included by Holders of Registrable Securities shall be included pro rata based on the amount of securities sought to be registered by such Persons), (ii) second, provided that no securities of any such Person whose exercise of a "demand" registration right pursuant referred ------ to a contractual commitment of in the Issuer is the basis for such registration immediately preceding clause (i) have been excluded from such registration, the securities which have been requested to be included in such registration by the Selling Holders of Registrable Securities pursuant to this Agreement and by the parties to the Stockholder Rights Agreement pro rata between the Holders and the parties to the Stockholder Rights Agreement based upon the aggregate amount of securities held and (iii) third, provided that no securities ----- of such Person referred to in the immediately preceding clause (i) or of the Holders or of the other parties to the Stockholder Rights Agreement have been excluded from such registration, securities of other Persons entitled to exercise "piggy-back" registration rights pursuant to contractual commitments to "piggy-back" registration rights of the Issuer entered into prior to, and in existence on, the date hereof (pro rata based on the total amount of securities sought to be included by such Persons), (iii) third, provided that no securities sought to be included by the Selling Holders or such Persons have been excluded from such registration, securities of other Persons entitled to exercise "piggy- back" registration rights pursuant to contractual commitments entered into subsequent to the date hereof (pro rata based on the amount of securities sought to be registered by such Persons) and (iv) fourth, provided that no securities sought of any other Person have ------ been excluded from such registration, the securities which the Company proposes to register; and (z) in cases involving the registration for sale of securities for the account of any other party to the Stockholder Rights Agreement, securities shall be registered in such offering in the following order of priority: (i) first, the securities which have been requested to be included in ----- such registration by the Holders of Registrable Securities pursuant to this Agreement and by the other parties to the Stockholder Rights Agreement pro rata between the Holders and the parties to the Stockholder Rights Agreement based upon the aggregate amount of securities then held, (ii) second, provided that no ------ securities of the Holders or of the parties to the Stockholder Rights Agreement have been excluded from such registration, securities of other Persons entitled to exercise "piggy-back" registration rights pursuant to such contractual commitments have (pro rata based on the amount of securities sought to be registered by such Persons) and (iii) third, provided that no securities of any other Person has ----- been excluded from such registration, any the securities which the Issuer Company proposes to register. If, as a result of the provisions of this Section 2.2(b), any Selling Holder shall not be entitled to include all Registrable Securities in a Piggy- Back Registration that such Selling Holder has requested to be included, such Selling Holder may elect to withdraw his request to include Registrable Securities in such registration.

Priority in Piggy-Back Registration. In a registration pursuant to this Section 10 2.2 hereof involving an underwritten offering, if the managing underwriter or underwriters of such underwritten offering have informed, in writing, the Issuer Company and the Selling Holders requesting inclusion in such offering that in such underwriter's or underwriters' opinion the total number of securities which the IssuerCompany, the Selling Holders and any other Persons desiring to participate in such registration intend to include in such offering is such as to adversely affect the success of such offering, including the price at which such securities can be sold, then the Issuer Company will be required to include in such registration only the amount of securities which it is so advised should be included in such registration. In such event: (x) in cases initially only involving the registration for sale of securities for the IssuerCompany's own accountaccount (other than pursuant to the exercise of piggyback rights herein and in other contractual commitments of the Company), securities shall be registered in such offering in the following order of priority: (i) firstFIRST, the securities which the Issuer Company proposes to register, (ii) secondSECOND, provided that no securities proposed sought to be registered included by the Issuer Company have been excluded from such registration, the securities which have been requested to be included in such registration by the Selling Holders of Registrable Securities pursuant to this Agreement and by the parties to the Shareholders' Agreement pro rata between the Holders and by Persons entitled the parties to exercise "piggy-back" registration rights pursuant to contractual commitments to "piggy-back" registration rights the Shareholders' Agreement based upon the aggregate amount of securities held (such securities for the account of the Issuer entered into prior to, and in existence on, Holders to be allocated among the date hereof (Holders pro rata based on the amount of securities sought to be registered by such Persons), the Holders) and (iii) thirdTHIRD, provided that no securities sought to be included by the Selling Company or the Holders or such Persons the parties to the Shareholders' Agreement have been excluded from such registration, the securities of other Persons entitled to exercise "piggy-back" registration rights pursuant to contractual commitments of the Issuer entered into subsequent to the date hereof Company (pro rata based on the amount of securities sought to be registered by such Persons); and (y) in cases not initially involving the registration for sale of securities for the IssuerCompany's own accountaccount only or not for the account of any party to the Shareholders' Agreement, securities shall be registered in such offering in the following order of priority: (i) firstFIRST, the securities of any Person whose exercise of a "demand" registration right pursuant to a contractual commitment of the Issuer Company is the basis for the registrationregistration (provided that if such Person is a Holder of Registrable Securities, as among Holders of Registrable Securities there shall be no priority and Registrable Securities sought to be included by Holders of Registrable Securities shall be included pro rata based on the amount of securities sought to be registered by such Persons), (ii) secondSECOND, provided that no securities of any such Person whose exercise of a "demand" registration right pursuant referred to a contractual commitment of in the Issuer is the basis for such registration immediately preceding clause (i) have been excluded from such registration, the securities requested to be included in such registration by the Selling Holders of Registrable Securities pursuant to this Agreement and the parties to the Shareholders' Agreement in such proportion between the Holders and the parties to the Shareholders' Agreement such that one-third of the securities permitted to be included pursuant to this clause (ii) shall be for the account of the Holders and two-thirds shall be for the account of the parties to the Shareholders' Agreement (such one-third for the account of the Holders to be allocated among the Holders pro rata based on the total amount of securities sought to be registered by the Holders) and (iii) THIRD, provided that no securities of such Person referred to in the immediately preceding clause (i) or of the Holders or of the parties to the Shareholders' Agreement have been excluded from such registration, securities of other Persons entitled to exercise "piggy-back" registration rights pursuant to contractual commitments to "piggy-back" registration rights of the Issuer entered into prior to, and in existence on, the date hereof (pro rata based on the total amount of securities sought to be included by such Persons), (iii) third, provided that no securities sought to be included by the Selling Holders or such Persons have been excluded from such registration, securities of other Persons entitled to exercise "piggy- back" registration rights pursuant to contractual commitments entered into subsequent to the date hereof (pro rata based on the amount of securities sought to be registered by such Persons) and (iv) fourthFOURTH, provided that no securities of any other Person have been excluded from such registration, the securities which the Company proposes to register; and (z) in cases involving the registration for sale of securities for the account of any party to the Shareholders' Agreement, securities shall be registered in such offering in the following order of priority: (i) FIRST, the securities requested to be included in such registration by the Holders pursuant to this Agreement and the parties to the Shareholders' Agreement in such proportion between the Holders and the parties to the Shareholders' Agreement such that one-third shall be for the account of the Holders and two-thirds shall be for the account of the parties to the Shareholders' Agreement (such one-third for the account of the Holders to be allocated among the Holders pro rata based on the amount of securities sought to be included registered by the Holders), (ii) SECOND, provided that no securities of the Holders or of the parties to the Shareholders' Agreement have been excluded from such registration, securities of other Persons entitled to exercise "piggy-back" registration rights pursuant to such contractual commitments have (pro rata based on the amount of securities sought to be registered by such Persons) and (iii) THIRD, provided that no securities of any other Person has been excluded from such registration, any the securities which the Issuer Company proposes to register. If, as a result of the provisions of this Section 2.2(b), any Selling Holder shall not be entitled to include all Registrable Securities in a Piggy- Back Registration that such Selling Holder has requested to be included, such Selling Holder may elect to withdraw his request to include Registrable Securities in such registration.

Priority in Piggy-Back Registration. In a registration pursuant to this Section 10 2.1 involving an underwritten offering, if the managing underwriter or underwriters of such underwritten offering have informed, in writing, the Issuer Company and the Selling Holders requesting inclusion in such offering that in such underwriter's or underwriters' reasonable opinion the total number of securities which the IssuerCompany, the Selling Holders and any other Persons persons desiring to participate in such registration intend to include in such offering is such as to materially and adversely affect the success of such offering, including the price at which such securities can be sold, then the Issuer Company will be required to include in such registration only the amount of securities which it is so advised should be included in such registration. In such event: (x) in cases initially only involving the registration for sale of securities for the IssuerCompany's own accountaccount (which may include securities included pursuant to the exercise of piggy-back rights herein and in other contractual commitments of the Company), securities shall be registered in such offering in the following order of priority: (i) firstFIRST, the securities which the Issuer Company proposes to register, (ii) secondSECOND, provided PROVIDED that no securities proposed sought to be registered included by the Issuer Company have been excluded from such registration, the securities which have been requested to be included in such registration by the Selling Holders and by of Registrable Securities pursuant to this Agreement, the securities of other Persons entitled to exercise "piggy-back" registration rights pursuant to contractual commitments to "piggy-back" registration rights of the Issuer entered into prior toCompany existing on the date hereof and the securities, and in existence onif any, that may be issued pursuant to warrants to purchase up to 290,000 shares of Common Stock at an exercise price no less than $4.45 per share issued to any Person from which the Company obtains lease financing subsequent to the date hereof (such securities to be allocated pro rata based on the amount of securities sought to be registered by such Holders or other Persons), ) and (iii) thirdTHIRD, provided PROVIDED that no securities sought to be included by the Selling Company, the Holders or such Persons referred to in clause (ii) above have been excluded from such registration, the securities of other Persons entitled to exercise "piggy-back" registration rights pursuant to contractual commitments of the Issuer entered into subsequent to Company not existing on the date hereof (pro rata based on the amount of securities sought to be registered by such Persons); and (y) in cases not initially involving the registration for sale of securities for the IssuerCompany's own accountaccount only, securities shall be registered in such offering in the following order of priority: (i) firstFIRST, the securities of any Person whose exercise of a "demand" registration right pursuant to a contractual commitment of the Issuer Company is the basis for the registration, (ii) secondSECOND, provided PROVIDED that no securities of any such Person whose exercise of a "demand" registration right pursuant referred to a contractual commitment of in the Issuer is the basis for such registration immediately preceding clause (i) have been excluded from such registration, the securities requested to be included in such registration by the Selling Holders of Registrable Securities pursuant to this Agreement and by Agreement, the securities of other Persons entitled to exercise "piggy-back" registration rights pursuant to contractual commitments to "piggy-back" registration rights of the Issuer entered into prior toCompany existing on the date hereof and the securities, and in existence onif any, that may be issued pursuant to warrants to purchase up to 290,000 shares of Common Stock at an exercise price no less than $4.45 per share issued to any Person from which the Company obtains lease financing subsequent to the date hereof (such securities to be allocated pro rata based on the total amount of securities sought to be included registered by such Holders or other Persons), ) and (iii) thirdTHIRD, provided PROVIDED that no securities sought to be included by the Selling Holders or of such Persons referred to in the immediately preceding clauses (i) and (ii) or of the Holders have been excluded from such registration, securities of other Persons entitled to exercise "piggy- piggy-back" registration rights pursuant to contractual commitments entered into subsequent to of the Company not existing on the date hereof (pro rata based on the amount of securities sought to be registered by such Persons) and ). If, as a result of the provisions of this Section 2.1 (iv) fourthb), provided any Selling Holder shall not be entitled to include all Registrable Securities in a Piggy-Back Registration that no securities sought such Selling Holder has requested to be included by other Persons entitled included, such Selling Holder may elect to exercise "piggy-back" registration rights pursuant withdraw his request to such contractual commitments have been excluded from include Registrable Securities in such registration, any securities which the Issuer proposes to register.

Priority in Piggy-Back Registration. In a registration pursuant to this Section 10 11 involving an underwritten offering, if the managing underwriter or underwriters of such underwritten offering have informed, in writing, the Issuer Company and the Selling Holders requesting inclusion in such offering that in such underwriter's or underwriters' underwriter's opinion the total number of securities which the IssuerCompany, the Selling Holders and any other Persons desiring to participate in such registration intend to include in such offering is such as to adversely affect the success of such offering, including the price at which such securities can be sold, then the Issuer Company will be required to include in such registration only the amount of securities which it is so advised should be included in such registration. In such event: (x) in cases initially involving the registration for sale of securities for the IssuerCompany's own account, securities shall be registered in such offering in the following order of priority: (i) first(i)first, the securities which the Issuer Company proposes to register, (ii) second(ii)second, provided that no securities proposed to be registered by the Issuer Company have been excluded from such registration, the securities which that have been requested to be included in such registration by the Selling Holders and by Persons entitled to exercise "piggy-back" registration rights pursuant to contractual commitments to "piggy-back" registration rights of the Issuer entered into prior to, and in existence on, the date hereof (pro rata based on the amount of securities sought to be registered by such Persons)Holders, and (iii) third(iii)third, provided that no securities sought to be included by the Selling Holders or such Persons have been excluded from such registration, the securities of other Persons entitled to exercise "piggy-back" registration rights pursuant to contractual commitments of the Issuer entered into subsequent to the date hereof Company (pro rata based on the amount of securities sought to be registered by such Persons); and (y) in cases not initially involving the registration for sale of securities for the IssuerCompany's own account, securities shall be registered in such offering in the following order of priority: (i) first, the securities of any Person whose exercise of a "demand" registration right pursuant to a contractual commitment of the Issuer Company is the basis for the registration, (ii) second, provided that no securities of any Person whose exercise of a "demand" registration right pursuant to a contractual commitment of the Issuer Company is the basis for such registration have been excluded from such registration, the securities requested to be included in such registration by the Selling Holders pursuant to this Agreement and by Persons entitled to exercise "piggy-back" registration rights pursuant to contractual commitments to "piggy-back" registration rights of the Issuer entered into prior to, and in existence on, the date hereof (pro rata based on the total amount of securities sought to be included by such Persons)Agreement, (iii) third, provided that no securities sought to be included by the Selling Holders or such Persons have been excluded from such registration, securities of other Persons entitled to exercise "piggy- piggy-back" registration rights pursuant to contractual commitments entered into subsequent to of the date hereof Company (pro rata based on the amount of securities sought to be registered by such Persons) and (iv) fourth, provided that no securities sought to be included by other Persons entitled to exercise "piggy-back" registration rights pursuant to such contractual commitments have been excluded from such registration, any securities which the Issuer Company proposes to register.

Priority in Piggy-Back Registration. In a registration pursuant to this Section 10 2.2 hereof involving an underwritten offering, if the managing underwriter or underwriters of such underwritten offering have informed, in writing, the Issuer Company and the Selling Holders requesting inclusion in such offering that in such underwriter's ’s or underwriters' ’ opinion the total number of securities which the IssuerCompany, the Selling Holders and any other Persons desiring with contractual “piggy-back” rights to participate in such registration intend to include in such offering is such as to adversely affect exceeds the success number of securities which can be sold without having an adverse effect on such offering, including the price at which such securities can be sold, then the Issuer Company will be required to include in such registration only the amount of securities which it is so advised should be included in such registration. In such event: (x) in cases initially involving the registration for sale of securities for the Issuer's Company’s own account, securities shall be registered in such offering in the following order of priority: (i) first, the securities which the Issuer Company proposes to register, register and (ii) second, provided that no securities proposed to be registered by the Issuer Company have been excluded from such registrationexcluded, the securities which have been requested to be included in such registration by the Selling Holders of Registrable Securities pursuant to this Exhibit E and by the securities of other Persons entitled to exercise "“piggy-back" ” registration rights pursuant to contractual commitments to "piggy-back" registration rights of the Issuer entered into prior to, and in existence on, the date hereof Company (pro rata based on the aggregate amount of securities sought to be registered by such Persons), Holders and (iii) third, provided that no securities sought to be included by the Selling Holders or such Persons have been excluded from such registration, the securities of other Persons entitled to exercise "piggy-back" registration rights pursuant to contractual commitments of the Issuer entered into subsequent to the date hereof (pro rata based on the amount of securities sought to be registered by such Persons); and (y) in cases not initially involving the registration for sale of securities for the Issuer's Company’s own account, securities shall be registered in such offering in the following order of priorityas follows: (i) first, the securities of any Person whose exercise of a "“demand" ” registration right pursuant to a contractual commitment of the Issuer Company is the basis for the registrationregistration (provided that if such Person is a Holder of Registrable Securities, there shall be no priority as among such Holders and Registrable Securities sought to be included shall be included pro rata based on the aggregate amount of Registrable Securities sought to be registered by such Holders), and (ii) second, provided that no securities of any Person whose exercise of a "demand" registration right pursuant to a contractual commitment of the Issuer is the basis for be included by such registration Persons have been excluded from such registrationexcluded, the securities requested to be included in such registration by the Selling Holders of Registrable Securities pursuant to this Agreement Exhibit E and by Persons entitled to exercise "piggy-back" registration rights pursuant to contractual commitments to "piggy-back" registration rights of the Issuer entered into prior to, and in existence on, the date hereof (pro rata based on the total amount of securities sought to be included by such Persons), (iii) third, provided that no securities sought to be included by the Selling Holders or such Persons have been excluded from such registration, securities of other Persons entitled to exercise "piggy- “piggy back" ” registration rights pursuant to contractual commitments entered into subsequent to the date hereof (pro rata based on the aggregate amount of securities sought to be registered by such Holders and other Persons) and (iviii) fourththird, provided that no securities sought to be included by other Persons entitled to exercise "piggy-back" registration rights pursuant to such contractual commitments have been excluded from such registration, any the securities which the Issuer Company proposes to register. If, as a result of the provisions of this Section 2.2(b), any Selling Holder shall not be entitled to include all Registrable Securities in a Piggy-Back Registration that such Selling Holder has requested to be included, such Selling Holder may elect to withdraw his request to include Registrable Securities in such registration; provided, however, that such election shall be irrevocable and, after making such withdrawal election, a Selling Holder shall no longer have any right to include Registrable Securities in the registration as to which such election was made.

Priority in Piggy-Back Registration. In a registration pursuant to this Section 10 2.2 hereof involving an underwritten offering, if the managing underwriter or underwriters of such underwritten offering have informed, in writing, the Issuer Company and the Selling Holders requesting inclusion in such offering that in such underwriter's or underwriters' opinion the total number of securities which the IssuerCompany, the Selling Holders and any other Persons desiring to participate in such registration intend to include in such offering is such as to materially and adversely affect the success of such offering, including the price at which such securities can be sold, then the Issuer Company will be required to include in such registration only the amount of securities which it is so advised should be included in such registration. In such event: (xw) in cases initially involving the registration for sale of securities for the Issuer's own accountother than those covered by clause (x), (y) or (z) below, securities shall be registered in such offering in the following order of priority: (i) firstFIRST, if the registration is for the sale of securities for the Company's own account (other than pursuant to the exercise of "piggy-back" rights herein and in other such contractual commitments of the Company), the securities which the Issuer Company proposes to register, (ii) secondSECOND, provided that no those securities proposed requested to be registered included in such registration by the Issuer have been excluded from holders of the Credit Facility Lender Warrant, pro rata among such registrationholders according to the number of securities requested to be included by each such holder (or as they may otherwise agree), (iii) THIRD, the securities which have been requested to be included in such registration by the Selling Holders of Registrable Securities pursuant to this Agreement and Demand Shares (as defined in the Amended and Restated Investor Rights Agreement) requested to be included in such registration by the Demand Holders under the Amended and Restated Investor Rights Agreement pro rata among such Holders and such Demand Holders based upon the number of securities requested to be included by Persons entitled each such Holder and Demand Holder requesting inclusion therein (or as they may otherwise agree), (iv) FOURTH, securities requested to exercise "piggy-back" registration rights pursuant to contractual commitments to "piggy-back" registration rights of be included by other holders under the Issuer entered into prior toAmended and Restated Investor Rights Agreement, and in existence on, the date hereof (on a pro rata based on basis according to the amount number of such securities sought requested to be registered included by each such Personsholder (or as they may otherwise agree), and (iiiv) third, provided that no securities sought to be included by the Selling Holders or such Persons have been excluded from such registrationFIFTH, the securities of other Persons entitled to exercise "piggy-back" registration rights pursuant to contractual commitments of the Issuer entered into subsequent to the date hereof (Company, pro rata based on the amount of securities sought to be registered by such PersonsPersons (or as they may otherwise agree); (x) in cases involving the registration for sale of securities pursuant to a demand registration under the Credit Facility Lender Warrant, securities shall be registered in such offering in the following order of priority: (i) FIRST, those securities requested to be included in such registration by the Initiating Securityholders under the Credit Facility Lender Warrant, pro rata among such Initiating Securityholders according to the number of securities requested to be included by each such Initiating Securityholder (or as they may otherwise agree), (ii) SECOND, the securities requested to be included in such registration by other Securityholders under the Credit Facility Lender Warrant, pro rata among such Securityholders according to the number of securities requested to be included by each such Securityholder (or as they may otherwise agree), (iii) THIRD, securities requested to be included in such registration by the Holders of Registrable Securities pursuant to this Agreement and Demand Shares (as defined in the Amended and Restated Investor Rights Agreement) requested to be included in such registration by Demand Holders under the Amended and Restated Investor Rights Agreement, pro rata among such Holders and Demand Holders according to the number of such securities requested to be included by each such Holder and Demand Holder (or as they may otherwise agree), (iv) FOURTH, any securities the Company proposes to include therein, and (v) FIFTH, the securities of any other Person entitled to exercise "piggy-back" registration rights pursuant to contractual commitments of the Company, pro rata among such Persons according to the number of securities requested to be included by each such Person (or as they may otherwise agree); and (y) in cases not initially involving the registration for sale of securities pursuant to a Qualified Holder Demand (as defined in the Amended and Restated Investor Rights Agreement) under the Amended and Restated Investor Rights Agreement, securities shall be registered in such offering in the following order of priority: (i) FIRST, all of the Demand Shares (as defined in the Amended and Restated Investor Rights Agreement) requested to be included in such registration by Demand Holders under the Amended and Restated Investor Rights Agreement, pro rata among such Demand Holders according to the number of securities requested to be included by each such Demand Holder (or as they may otherwise agree), (ii) SECOND, those securities requested to be included in such registration by holders of the Credit Facility Lender Warrant, pro rata among such holders according to the number of securities requested to be included by each such holder (or as they may otherwise agree), (iii) THIRD, the securities which have been requested to be included in such registration by the Holders of Registrable Securities pursuant to this Agreement pro rata among such Holders based upon the aggregate amount of securities requested to be included by each such Holder (or as they may otherwise agree), (iv) FOURTH, any securities the Company proposes to include therein, and (v) FIFTH, securities of other Persons entitled to exercise "piggy-back" registration rights pursuant to contractual commitments, pro rata among such Persons based on the amount of securities requested to be included by each such Person (or as they may otherwise agree); and (z) in cases involving the registration for sale of securities pursuant to notices delivered to the Issuer's own accountCompany on the same date requesting demand registration under the Credit Facility Lender Warrant and a Qualified Holder Demand under the Amended and Restated Investor Rights Agreement, securities shall be registered in such offering in the following order of priority: (i) first, all of the securities requested to be included therein by the Initiating Securityholders (as defined in the Credit Facility Lender Warrant) under the Credit Facility Lender Warrant, pro rata among such holders according to the number of any Person whose exercise of a "demand" registration right pursuant securities requested to a contractual commitment of the Issuer is the basis for the registration, be included by each such holder requesting inclusion therein (or as they may otherwise agree); (ii) second, provided that no the Demand Shares (as defined in the Amended and Restated Investor Rights Agreement) requested to be included therein by the Demand Holders under the Amended and Restated Investor Rights Agreement and the securities requested to be included therein by the other Securityholders (as defined in the Credit Facility Lender Warrant), pro rata among such holders according to the number of any Person whose exercise of a "demand" registration right pursuant Demand Shares and Securityholders' securities requested to a contractual commitment of the Issuer is the basis for be included by each such registration have been excluded from such registrationholder requesting inclusion therein (or as they may otherwise agree); (iii) third, the securities requested to be included in such registration by the Selling Holders of Registrable Securities pursuant to this Agreement and by Persons entitled to exercise "piggy-back" registration rights pursuant to contractual commitments to "piggy-back" registration rights of the Issuer entered into prior toAgreement, and in existence on, the date hereof (pro rata among such Holders based on upon the total amount number of securities sought requested to be included by each such PersonsHolder requesting inclusion therein (or as they may otherwise agree), (iii) third, provided that no securities sought to be included by the Selling Holders or such Persons have been excluded from such registration, securities of other Persons entitled to exercise "piggy- back" registration rights pursuant to contractual commitments entered into subsequent to the date hereof (pro rata based on the amount of securities sought to be registered by such Persons) and ; (iv) fourth, provided that no any securities sought the Company proposes to include therein; and (v) fifth, any other securities proposed to be included therein, pro rata among the holders of such other securities according to the number of securities requested to be included by other Persons each such holder proposed to be included therein (or as they may otherwise agree). If, as a result of the provisions of this Section 2.2(b), any Selling Holder shall not be entitled to exercise "piggyinclude all Registrable Securities in a Piggy-back" registration rights pursuant Back Registration that such Selling Holder has requested to be included, such contractual commitments have been excluded from Selling Holder may elect to withdraw his request to include Registrable Securities in such registration, any securities which the Issuer proposes to register.

Priority in Piggy-Back Registration. In a registration pursuant to this Section 10 2.2 hereof involving an underwritten offering, if the managing underwriter or underwriters of such underwritten offering have informed, in writing, the Issuer Company and the Selling Holders requesting inclusion in such offering that in such underwriter's or underwriters' opinion the total number of securities which the IssuerCompany, the Selling Holders and any other Persons desiring to participate in such registration intend to include in such offering is such as to adversely affect the success of such offering, including the price at which such securities can be sold, then the Issuer Company will be required to include in such registration only the amount of securities which it is so advised should be included in such registration. In such event: (xi) in cases initially involving the registration for sale of securities for the IssuerCompany's own account, securities shall be registered in such offering in the following order of priority: (i) first, the securities which the Issuer Company proposes to register, (ii) second, provided that no securities proposed to be registered by the Issuer Company have been excluded from such registration, the securities which have been requested to be included in such registration by the Selling Holders and by Persons entitled to exercise "piggy-back" registration rights pursuant to contractual commitments to "piggy-back" registration rights of the Issuer entered into prior to, and in existence on, the date hereof (pro rata based on the amount of securities sought to be registered by such PersonsHolders), and (iii) third, provided that no securities sought to be included by the Selling Holders or such Persons have been excluded from such registration, the securities of other Persons entitled to exercise "piggy-back" registration rights pursuant to contractual commitments of the Issuer entered into subsequent to the date hereof (pro rata based on the amount of securities sought to be registered by such Persons); and (y) in cases not initially involving the registration for sale of securities for the IssuerCompany's own account, securities shall be registered in such offering in the following order of priority: (i) first, the securities of any Person whose exercise of a "demand" registration right pursuant to a contractual commitment of the Issuer Company is the basis for the registrationregistration (provided that if such Person is a Holder of Registrable Securities, as among Holders of Registrable Securities there shall be no priority and Registrable Securities sought to be included by Holders of Registrable Securities shall be included pro rata based on the amount of securities sought to be registered by such Persons), (ii) second, provided that no securities of any Person whose exercise of a "demand" registration right pursuant to a contractual commitment of the Issuer Company is the basis for such registration have been excluded from such registration, the securities requested to be included in such registration by the Selling Holders of Registrable Securities pursuant to this Agreement and by Persons entitled to exercise "piggy-back" registration rights pursuant to contractual commitments to "piggy-back" registration rights of the Issuer entered into prior to, and in existence on, the date hereof (pro rata based on the total amount of securities sought to be included registered by such PersonsHolders), (iii) third, provided that no securities sought to be included by the Selling Holders or such Persons have been excluded from such registration, the securities the Company proposes to register and the securities of other Persons entitled to exercise "piggy- back" registration rights pursuant to contractual commitments entered into subsequent to the date hereof (pro rata based on the amount of securities sought to be registered by such Persons) and (iv) fourth, provided that no securities sought to be included by other Persons entitled to exercise "piggy-back" registration rights pursuant to such contractual commitments have been excluded from such registration, any securities which the Issuer proposes to register.

Priority in Piggy-Back Registration. In a registration pursuant to this Section 10 2.2 hereof involving an underwritten offering, if the managing underwriter or underwriters of such underwritten offering have informed, in writing, the Issuer Company and the Selling Holders requesting inclusion in such offering that in such underwriter's or underwriters' reasonable opinion the total number of securities which the IssuerCompany, the Selling Holders and any other Persons persons desiring to participate in such registration intend to include in such offering is such as to materially and adversely affect the success of such offering, including the price at which such securities can be sold, then the Issuer Company will be required to include in such registration only the amount of securities which it is so advised should be included in such registration. In such event: (x) in cases initially only involving the registration for sale of securities for the IssuerCompany's own accountaccount (which may include securities included pursuant to the exercise of piggy-back rights herein and in other contractual commitments of the Company), securities shall be registered in such offering in the following order of priority: (i) firstFIRST, the securities which the Issuer Company proposes to register, register and (ii) secondSECOND, provided PROVIDED that no securities proposed sought to be registered included by the Issuer Company have been excluded from such registration, on a PRO RATA basis, (a) the securities which have been requested to be included in such registration by the Selling Holders and by Persons entitled to exercise "piggy-back" registration rights of Registrable Securities pursuant to contractual commitments to "piggy-back" registration rights this Agreement (such securities for the account of the Issuer entered into prior to, and in existence on, Holders to be allocated among the date hereof (pro rata Holders PRO RATA based on the amount of securities sought to be registered by such Personsthe Holder), and together with (iiib) third, provided that no securities sought to be included by the Selling Holders or such Persons have been excluded from such registration, the securities of other Persons entitled to exercise "piggy-back" registration rights pursuant to contractual commitments of the Issuer entered into subsequent to the date hereof Company (pro rata PRO RATA based on the amount of securities sought to be registered by such Persons); and (y) in cases not initially involving the registration for sale of securities for the IssuerCompany's own accountaccount only, securities shall be registered in such offering in the following order of priority: (i) firstFIRST, securities to be sold for the account of the Company and the securities of any Person whose exercise of a "demand" registration right pursuant to a contractual commitment of the Issuer Company is the basis for the registrationregistration (PROVIDED that if such Person is a Holder of Registrable Securities, (ii) second, provided that as among Holders of Registrable Securities there shall be no securities of any Person whose exercise of a "demand" registration right pursuant to a contractual commitment of the Issuer is the basis for such registration have been excluded from such registration, the securities requested to be included in such registration by the Selling Holders pursuant to this Agreement priority and by Persons entitled to exercise "piggy-back" registration rights pursuant to contractual commitments to "piggy-back" registration rights of the Issuer entered into prior to, and in existence on, the date hereof (pro rata based on the total amount of securities Registrable Securities sought to be included by such Persons), (iii) third, provided that no securities sought to Holders of Registrable Securities shall be included by the Selling Holders or such Persons have been excluded from such registration, securities of other Persons entitled to exercise "piggy- back" registration rights pursuant to contractual commitments entered into subsequent to the date hereof (pro rata PRO RATA based on the amount of securities sought to be registered by such Persons) and (ivii) fourthSECOND, provided PROVIDED that no securities of the Company or such Person referred to in the immediately preceding clause (i) have been excluded from such registration, on a PRO RATA basis, (a) the securities requested to be included in such registration by the Holders of Registrable Securities pursuant to this Agreement (such securities for the account of the Holders to be allocated among the Holders PRO RATA based on the total amount of securities sought to be included registered by the Holders), together with (b) the securities of other Persons entitled to exercise "piggy-back" registration rights pursuant to such contractual commitments have been excluded from (PRO RATA based on the amount of securities sought to be registered by such Persons). If, as a result of the provisions of this Section 2.2(b), any Selling Holder shall not be entitled to include all Registrable Securities in a Piggy-Back Registration that such Selling Holder has requested to be included, such Selling Holder may elect to withdraw his request to include Registrable Securities in such registration, any securities which the Issuer proposes to register.

Priority in Piggy-Back Registration. In a registration pursuant to this Section 10 6 involving an underwritten offering, if the managing underwriter or underwriters of such underwritten offering have informed, in writing, the Issuer Company and the Selling selling Holders of Registrable Securities requesting inclusion in such offering that in such underwriter's ’s or underwriters' ’ opinion the total number of securities which the IssuerCompany, the Selling selling Holders of Registrable Securities and any other Persons desiring to participate in such registration intend to include in such offering is such as to adversely affect the success of such offering, including the price at which such securities can be sold, then the Issuer Company will be required to include in such registration only the amount of securities which it is so advised should be included in such registration. In such event: (x) in cases initially involving the registration for sale of securities for the Issuer's Company’s own account, securities shall be registered in such offering in the following order of priority: (i) first, the securities which the Issuer Company proposes to register, (ii) second, provided that no securities proposed to be registered by the Issuer Company have been excluded from such registration, the securities which that have been requested to be included in such registration statement by the Selling selling Holders of Registrable Securities pursuant to this Agreement and by other Persons entitled to exercise "that have “piggy-back" ” registration rights pursuant to contractual commitments to "piggy-back" registration rights of the Issuer entered into prior to, and Company in existence on, effect as of the date hereof of this Agreement (pro rata based on the amount of securities sought to be registered by such PersonsHolders and other Persons or otherwise giving effect to any registration priorities under contractual commitments of the Company existing and in effect as of the date of this Agreement), and (iii) third, provided that no securities sought to be included by the Selling selling Holders or such Persons of Registrable Securities have been excluded from such registration, the securities of other Persons entitled to exercise "“piggy-back" ” registration rights pursuant to contractual commitments of the Issuer entered into subsequent to the date hereof Company (pro rata based on the amount of securities sought to be registered by such Persons); and (y) in cases not initially involving the registration for sale of securities for the Issuer's own accountpursuant to “demand” registration rights, securities shall be registered in such offering in the following order of priority: (i) first, the securities of any Person whose exercise of a "“demand" ” registration right pursuant to a contractual commitment of the Issuer Company is the basis for the registration, (ii) second, provided that no securities of any Person whose exercise of a "“demand" ” registration right pursuant to a contractual commitment of the Issuer Company is the basis for such registration have been excluded from such registration, the securities requested to be included in such registration by the Selling selling Holders of Registrable Securities pursuant to this Agreement and by other Persons entitled to exercise "that have “piggy-back" ” registration rights pursuant to contractual commitments to "piggy-back" registration rights of the Issuer entered into prior to, and Company in existence on, effect as of the date hereof of this Agreement (pro rata based on the total amount of securities sought to be included registered by such PersonsHolders and other Persons or otherwise giving effect to any registration priorities under contractual commitments of the Company existing and in effect as of the date of this Agreement), (iii) third, provided that no securities sought to be included by the Selling selling Holders or such Persons of Registrable Securities have been excluded from such registration, securities of other Persons entitled to exercise "piggy- “piggy-back" ” registration rights pursuant to contractual commitments entered into subsequent to of the date hereof Company (pro rata based on the amount of securities sought to be registered by such Persons) and (iv) fourth, provided that no securities sought to be included by other Persons entitled to exercise "“piggy-back" ” registration rights pursuant to such contractual commitments have been excluded from such registration, any securities which the Issuer Company proposes to register.

Priority in Piggy-Back Registration. In If a registration pursuant to this Section 10 involving Piggy-Back Registration involves an underwritten offering, if offering and the lead managing underwriter or underwriters of such underwritten offering have informed, in writing, advises the Issuer Company and the Selling Holders requesting inclusion of Included Securities in such offering writing that in such underwriter's or underwriters' opinion its view the total number of securities which the IssuerCompany, the Selling selling Holders and any other Persons desiring entitled to participate in such registration intend to include in such offering is exceeds the number which can be sold in such as to offering without adversely affect affecting the success of such offering, offering (including the initial offering price at which such securities can be sold), then the Issuer Company will be required to include in such registration only the amount and type of securities which it is so advised should be included in such registration. In such event: (x) in cases initially the case of a registration initiated by the Company involving the registration for sale of securities for the Issuer's its own accountaccount (and not pursuant to a contractual "demand" registration right granted to any Person), securities shall be registered in such offering in the following order of priority: (i) first, the securities which the Issuer Company proposes to register, (ii) second, provided that no securities proposed sought to be registered included by the Issuer Company have been excluded from such registration, the securities which have been requested to be included in such registration by the Selling Holders and by Persons entitled of Included Securities (if necessary, such Included Securities to exercise "piggy-back" registration rights pursuant to contractual commitments to "piggy-back" registration rights of the Issuer entered into prior to, and in existence on, the date hereof (be cut back pro rata based on the amount of securities Registrable Securities sought to be registered by such Persons), each Holder participating in the Piggy-Back Registration) and (iii) third, provided that no securities sought to be included by the Selling Holders Company or such Persons Included Securities have been excluded from such registration, the securities of other Persons entitled to exercise "piggy-back" registration rights pursuant to contractual commitments of the Issuer entered into subsequent to the date hereof Company (pro rata based on the amount of such securities sought to be registered cut back in accordance with the contractual arrangements made by the Company with such Persons); and (y) in cases not initially involving the case of a registration for sale initiated by the Company pursuant to a contractual "demand" registration right of securities for the Issuer's own accountany Person(s) (other than a Demand Registration), securities shall be registered in such offering in the following order of priority: (i) first, securities to be sold for the account of the Company and the securities of any Person the Person(s) whose exercise of a contractual "demand" registration right pursuant to a contractual commitment of the Issuer is the basis for the registrationPiggy-Back Registration (if necessary, such securities to be cut back on the basis of the contractual arrangements made by the Company with such Person(s)), (ii) second, provided that no securities of any Person whose exercise of a "demand" registration right pursuant the Company or such Person(s) referred to a contractual commitment of in the Issuer is the basis for such registration immediately preceding clause (i) have been excluded from such registration, the securities requested to be included in such registration by the Selling Holders of Included Securities pursuant to this Agreement and by Persons entitled (if necessary, such Included Securities to exercise "piggy-back" registration rights pursuant to contractual commitments to "piggy-back" registration rights of the Issuer entered into prior to, and in existence on, the date hereof (be cut back pro rata based on the total amount of securities Registrable Securities sought to be included registered by such Persons), each Holder participating in the Piggy-Back Registration) and (iii) third, provided that no securities sought of the Company or the Person(s) referred to be included by the Selling Holders in clause (y)(i) of this Section 2.2(b) or such Persons Included Securities have been excluded from such registration, securities of other Persons entitled to exercise "piggy- backpiggyback" registration rights pursuant to contractual commitments entered into subsequent to of the date hereof Company (pro rata based on the amount of such securities sought to be registered cut back in accordance with the contractual arrangements made by the Company with such Persons) and (iv) fourth, provided that no securities sought to be included by other Persons entitled to exercise "piggy-back" registration rights pursuant to such contractual commitments have been excluded from such registration, any securities which the Issuer proposes to register).

Priority in Piggy-Back Registration. In a registration pursuant to this Section 10 2.2 hereof involving an underwritten offering, if the managing underwriter or underwriters of such underwritten offering have informed, in writing, the Issuer Company and the Selling Holders requesting inclusion in such offering that in such underwriter's or underwriters' reasonable opinion the total number of securities which the IssuerCompany, the Selling Holders and any other Persons persons desiring to participate in such registration intend to include in such offering is such as to materially and adversely affect the success of such offering, including the price at which such securities can be sold, then the Issuer Company will be required to include in such registration only the amount of securities which it is so advised should be included in such registration. In such event: (x) in cases initially only involving the registration for sale of securities for the IssuerCompany's own accountaccount (which may include securities included pursuant to the exercise of piggy-back rights herein and in other contractual commitments of the Company), securities shall be registered in such offering in the following order of priority: (i) first, the securities which the Issuer Company proposes to register, (ii) second, provided that no securities proposed sought to be registered included by the Issuer Company have been excluded from such registration, the securities which have been requested to be included in such registration by the Selling Holders and by Persons entitled to exercise "piggy-back" registration rights of Registrable Securities pursuant to contractual commitments to "piggy-back" registration rights this Agreement (such securities for the account of the Issuer entered into prior to, and in existence on, Holders to be allocated among the date hereof (Holders pro rata based on the amount of securities sought to be registered by such Persons), the Holder) and (iii) third, provided that no securities sought to be included by the Selling Company or the Holders or such Persons have been excluded from such registration, the securities of other Persons entitled to exercise "piggy-back" registration rights pursuant to contractual commitments of the Issuer entered into subsequent to the date hereof Company (pro rata based on the amount of securities sought to be registered by such Persons); and (y) in cases not initially involving the registration for sale of securities for the IssuerCompany's own accountaccount 13 only, securities shall be registered in such offering in the following order of priority: (i) first, securities to be sold for the account of the Company and the securities of any Person whose exercise of a "demand" registration right pursuant to a contractual commitment of the Issuer Company is the basis for the registrationregistration (provided that if such Person is a Holder of Registrable Securities, as among Holders of Registrable Securities there shall be no priority and Registrable Securities sought to be included by Holders of Registrable Securities shall be included pro rata based on the amount of securities sought to be registered by such Persons), (ii) second, provided that no securities of any the Company or such Person whose exercise of a "demand" registration right pursuant referred to a contractual commitment of in the Issuer is the basis for such registration immediately preceding clause (i) have been excluded from such registration, the securities requested to be included in such registration by the Selling Holders of Registrable Securities pursuant to this Agreement (such securities for the account of the Holders to be allocated among the Holders pro rata based on the total amount of securities sought to be registered by the Holders) and by (iii) third, provided that no securities of such Person referred to in the immediately preceding clause (i) or of the Holders have been excluded from such registration, securities of other Persons entitled to exercise "piggy-back" registration rights pursuant to contractual commitments to "piggy-back" registration rights of the Issuer entered into prior to, and in existence on, the date hereof (pro rata based on the total amount of securities sought to be included by such Persons), (iii) third, provided that no securities sought to be included by the Selling Holders or such Persons have been excluded from such registration, securities of other Persons entitled to exercise "piggy- back" registration rights pursuant to contractual commitments entered into subsequent to the date hereof (pro rata based on the amount of securities sought to be registered by such Persons) and (iv) fourth). If, provided as a result of the provisions of this Section 2.2(b), any Selling Holder shall not be entitled to include all Registrable Securities in a Piggy-Back Registration that no securities sought such Selling Holder has requested to be included by other Persons entitled included, such Selling Holder may elect to exercise "piggy-back" registration rights pursuant withdraw his request to such contractual commitments have been excluded from include Registrable Securities in such registration, any securities which the Issuer proposes to register.

Priority in Piggy-Back Registration. In a registration pursuant to this Section 10 6 involving an underwritten offering, if the managing underwriter or underwriters of such underwritten offering have informed, in writing, the Issuer Company and the Selling selling Holders of Registrable Securities requesting inclusion in such offering that in such underwriter's or underwriters' opinion the total number of securities which the IssuerCompany, the Selling selling Holders of Registrable Securities and any other Persons desiring to participate in such registration intend to include in such offering is such as to adversely affect the success of such offering, including the price at which such securities can be sold, then the Issuer Company will be required to include in such registration only the amount of securities which it is so advised should be included in such registration. In such event: (x) in cases initially involving the registration for sale of securities for the IssuerCompany's own account, securities shall be registered in such offering in the following order of priority: (i) first, the securities which the Issuer Company proposes to register, (ii) second, provided that no securities proposed to be registered by the Issuer Company have been excluded from such registration, the securities which that have been requested to be included in such registration statement by the holders (collectively, the "Existing Holders") of Registrable Securities (as defined in that certain Registration Rights Agreement by and among the Company and High River Limited Partnership, Debt Strategies Fund, Inc. and Northeast Investors Trust, dated as fo Xxxxx 00, 0000, (xxx) third, provided that no securities sought to be included by the Existing Holders have been excluded from such registration, the securities that have been requested to be included in such registration by the Selling selling Holders and by Persons entitled to exercise "piggy-back" registration rights pursuant to contractual commitments to "piggy-back" registration rights of the Issuer entered into prior to, and in existence on, the date hereof Registrable Securities (pro rata based on the amount of securities sought to be registered by such Persons)) pursuant to this Agreement, and (iii) thirdfourth, provided that no securities sought to be included by the Selling selling Holders or such Persons of Registrable Securities have been excluded from such registration, the securities of other Persons entitled to exercise "piggy-back" registration rights pursuant to contractual commitments of the Issuer entered into subsequent to the date hereof Company (pro rata based on the amount of securities sought to be registered by such Persons); and (y) in cases not initially involving the registration for sale of securities for the Issuer's own accountpursuant to demand registration rights, securities shall be registered in such offering in the following order of priority: (i) first, the securities of any Person whose exercise of a "demand" registration right pursuant to a contractual commitment of the Issuer Company is the basis for the registration, (ii) second, provided that no securities of any Person whose exercise of a "demand" registration right pursuant to a contractual commitment of the Issuer Company is the basis for such registration have been excluded from such registration, the securities requested to be included in such registration by the Selling Holders pursuant to this Agreement and by Persons entitled to exercise "piggy-back" registration rights pursuant to contractual commitments to "piggy-back" registration rights of the Issuer entered into prior to, and in existence on, the date hereof (pro rata based on the total amount of securities sought to be included by such Persons)Existing Holders, (iii) third, provided that no securities sought to be included by the Selling Existing Holders or have been excluded from such Persons registration, the securities requested to be included in such registration by the selling Holders of Registrable Securities pursuant to this Agreement (pro rata based on the amount of securities sought to be registered by such Persons), (iv) fourth, provided that no securities sought to be included by the selling Holders of Registrable Securities have been excluded from such registration, securities of other Persons entitled to exercise "piggy- piggy-back" registration rights pursuant to contractual commitments entered into subsequent to of the date hereof Company (pro rata based on the amount of securities sought to be registered by such Persons) and (ivv) fourthfifth, provided that no securities sought to be included by other Persons entitled to exercise "piggy-back" registration rights pursuant to such contractual commitments have been excluded from such registration, any securities which the Issuer Company proposes to register.

Priority in Piggy-Back Registration. In a registration pursuant to this Section 10 11 involving an underwritten offering, if the managing underwriter or underwriters of such underwritten offering have informed, in writing, the Issuer Company and the Selling Holders requesting inclusion in such offering that in such underwriter's or underwriters' underwriter's opinion the total number of securities which the IssuerCompany, the Selling Holders and any other Persons desiring to participate in such registration intend to include in such offering is such as to adversely affect the success of such offering, including the price at which such securities can be sold, then the Issuer Company will be required to include in such registration only the amount of securities which it is so advised should be included in such registration. In such event: (x) in cases initially involving the registration for sale of securities for the IssuerCompany's own account, securities shall be registered in such offering in the following order of priority: ((i) first, the securities which the Issuer Company proposes to register, ((ii) second, provided that no securities proposed to be registered by the Issuer Company have been excluded from such registration, the securities which that have been requested to be included in such registration by the Selling Holders and by Persons entitled to exercise "piggy-back" registration rights pursuant to contractual commitments to "piggy-back" registration rights of the Issuer entered into prior toHolders, and in existence on, the date hereof (pro rata based on the amount of securities sought to be registered by such Persons), and (iii) third, provided that no securities sought to be included by the Selling Holders or such Persons have been excluded from such registration, the securities of other Persons entitled to exercise "piggy-back" registration rights pursuant to contractual commitments of the Issuer entered into subsequent to the date hereof Company (pro rata based on the amount of securities sought to be registered by such Persons); and (y) in cases not initially involving the registration for sale of securities for the IssuerCompany's own account, securities shall be registered in such offering in the following order of priority: (i) first, the securities of any Person whose exercise of a "demand" registration right pursuant to a contractual commitment of the Issuer Company is the basis for the registration, (ii) second, provided that no securities of any Person whose exercise of a "demand" registration right pursuant to a contractual commitment of the Issuer Company is the basis for such registration have been excluded from such registration, the securities requested to be included in such registration by the Selling Holders pursuant to this Agreement and by Persons entitled to exercise "piggy-back" registration rights pursuant to contractual commitments to "piggy-back" registration rights of the Issuer entered into prior to, and in existence on, the date hereof (pro rata based on the total amount of securities sought to be included by such Persons)Agreement, (iii) third, provided that no securities sought to be included by the Selling Holders or such Persons have been excluded from such registration, securities of other Persons entitled to exercise "piggy- piggy-back" registration rights pursuant to contractual commitments entered into subsequent to of the date hereof Company (pro rata based on the amount of securities sought to be registered by such Persons) and (iv) fourth, provided that no securities sought to be included by other Persons entitled to exercise "piggy-back" registration rights pursuant to such contractual commitments have been excluded from such registration, any securities which the Issuer Company proposes to register.

Priority in Piggy-Back Registration. In a registration ----------------------------------- pursuant to this Section 10 2.2 hereof involving an underwritten offering, if the managing underwriter or underwriters of such underwritten offering have informed, in writing, the Issuer Company and the Selling Holders requesting inclusion in such offering that in such underwriter's or underwriters' opinion the total number of securities which the IssuerCompany, the Selling Holders and any other Persons desiring to participate in such registration intend to include in such offering is such as to adversely affect the success of such offering, including the price at which such securities can be sold, then the Issuer Company will be required to include in such registration only the amount of securities which it is so advised should be included in such registration. In such event: (x) in cases initially involving the registration for sale of securities for the Issuer's own account, securities shall be registered in such offering in the following order of priority: (i) first, the securities which the Issuer Company proposes to register, and (ii) second, provided that no securities proposed sought to be registered included by the Issuer Company have been excluded from such registration, the securities which have been requested to be included in such registration by the Selling Holders of Registrable Securities and by Persons entitled to exercise "piggy-back" registration rights pursuant to contractual commitments to "piggy-back" registration rights of the Issuer entered into prior to, and in existence on, the date hereof (pro rata based on the amount of securities sought to be registered by such Persons), and (iii) third, provided that no securities sought to be included by the Selling Holders or such Persons have been excluded from such registration, the securities of other Persons entitled to exercise "piggy-back" registration rights pursuant to contractual commitments of the Issuer entered into subsequent to the date hereof Company (pro rata based on the amount of securities sought to be registered held by the Holders of Registrable Securities requesting such inclusion and such Persons); and (y) in cases not initially involving the registration for sale of securities for the Issuer's own account. If, securities shall be registered in such offering in the following order of priority: (i) first, the securities of any Person whose exercise of as a "demand" registration right pursuant to a contractual commitment result of the Issuer is the basis for the registrationprovisions of this Section 2.2(b), (ii) second, provided any Selling Holder shall not be entitled to include all Registrable Securities in a Piggy- Back Registration that no securities of any Person whose exercise of a "demand" registration right pursuant to a contractual commitment of the Issuer is the basis for such registration have been excluded from such registration, the securities Selling Holder has requested to be included included, such Selling Holder may elect to withdraw his request to include Registrable Securities in such registration by the Selling Holders pursuant to this Agreement and by Persons entitled to exercise "piggy-back" registration rights pursuant to contractual commitments to "piggy-back" registration rights of the Issuer entered into prior to, and in existence on, the date hereof (pro rata based on the total amount of securities sought to be included by such Persons), (iii) third, provided that no securities sought to be included by the Selling Holders or such Persons have been excluded from such registration, securities of other Persons entitled to exercise "piggy- back" registration rights pursuant to contractual commitments entered into subsequent to the date hereof (pro rata based on the amount of securities sought to be registered by such Persons) and (iv) fourth, provided that no securities sought to be included by other Persons entitled to exercise "piggy-back" registration rights pursuant to such contractual commitments have been excluded from such registration, any securities which the Issuer proposes to register.

Priority in Piggy-Back Registration. In a registration pursuant to this Section 10 2.2 hereof involving an underwritten offering, if the managing underwriter or of underwriters of such underwritten offering have informed, in writing, the Issuer Company and the Selling Holders requesting inclusion in such offering that in such underwriter's or underwriters' opinion the total number of securities which the IssuerCompany, the Selling Holders and any other Persons desiring to participate in such registration intend to include in such offering is such as to adversely affect the success of such offering, including the price at which such securities can be sold, then the Issuer Company will be required to include in such registration only the amount of securities which it is so advised should be included in such registration. In such event: (x) in cases initially involving the registration for sale of securities for the Issuer's own account, securities shall be registered in such offering in the following order of priority: (i) first, the securities which the Issuer Company proposes to register, and (ii) second, provided that no securities proposed sought to be registered included by the Issuer have Company has been excluded from such registration, the securities which have been requested to be included in such registration by the Selling Holders of Registrable Securities and by Persons entitled to exercise "piggy-back" registration rights pursuant to contractual commitments to "piggy-back" registration rights of the Issuer entered into prior to, and in existence on, the date hereof (pro rata based on the amount of securities sought to be registered by such Persons), and (iii) third, provided that no securities sought to be included by the Selling Holders or such Persons have been excluded from such registration, the securities of other Persons entitled to exercise "piggy-back" registration rights pursuant to contractual commitments of the Issuer entered into subsequent to the date hereof Company (pro rata based on the amount of securities sought to be registered held by the Holders of Registrable Securities requesting such inclusion and such Persons); and (y) in cases not initially involving provided, however, that the registration for sale Holders of securities for the Issuer's own account, securities Registrable Securities shall be registered in such offering in the following order of priority: (i) first, the securities of any Person whose exercise of a "demand" registration right pursuant subject to a contractual commitment prior rights of Seruus Telecom Fund, L.P., Richland Ventures II, L.P. and First Union Capital Partners and their permitted successors and assigns, existing on the date hereof to be included prior to the Holders of Registrable Securities in a piggy-back registration that is curtailed in size at the direction of the Issuer is the basis for the registrationmanaging underwriter. If, (ii) second, provided that no securities of any Person whose exercise of as a "demand" registration right pursuant to a contractual commitment result of the Issuer is the basis for provisions of this Section 2.2(b), any Selling Holder shall not be entitled to include all Registrable Securities in a Piggy-Back Registration that such registration have been excluded from such registration, the securities Selling Holder has requested to be included included, such Selling Holder may elect to withdraw his request to include Registrable Securities in such registration by the Selling Holders pursuant to this Agreement and by Persons entitled to exercise "piggy-back" registration rights pursuant to contractual commitments to "piggy-back" registration rights of the Issuer entered into prior to, and in existence on, the date hereof (pro rata based on the total amount of securities sought to be included by such Persons), (iii) third, provided that no securities sought to be included by the Selling Holders or such Persons have been excluded from such registration, securities of other Persons entitled to exercise "piggy- back" registration rights pursuant to contractual commitments entered into subsequent to the date hereof (pro rata based on the amount of securities sought to be registered by such Persons) and (iv) fourth, provided that no securities sought to be included by other Persons entitled to exercise "piggy-back" registration rights pursuant to such contractual commitments have been excluded from such registration, any securities which the Issuer proposes to register.

Priority in Piggy-Back Registration. In a registration pursuant to this Section 10 2.2 involving an underwritten offering, if the managing underwriter or underwriters of such underwritten offering have informed, in writing, the Issuer Company and the Selling Holders requesting inclusion in such offering that in such underwriter's or underwriters' reasonable opinion the total number of securities which the IssuerCompany, the Selling Holders and any other Persons persons desiring to participate in such registration intend to include in such offering is such as to materially and adversely affect the success of such offering, including the price at which such securities can be sold, then the Issuer Company will be required to include in such registration only the amount of securities which it is so advised should be included in such registration. In such event: (x) in cases initially only involving the registration for sale of securities Common Stock for the IssuerCompany's own accountaccount (which may include securities included pursuant to the exercise of piggy-back rights herein and in other contractual commitments of the Company), securities shall be registered in such offering in the following order of priority: (i) first, the securities Common Stock which the Issuer Company proposes to register, (ii) second, provided that no securities proposed Common Stock sought to be registered included by the Issuer Company have been excluded from such registration, the securities shares of Common Stock which have been requested to be included in such registration by the Selling Holders and by Persons entitled to exercise "piggy-back" registration rights of Registrable Securities pursuant to contractual commitments to "piggy-back" registration rights this Agreement (such securities for the account of the Issuer entered into prior to, and in existence on, Holders to be allocated among the date hereof (Holders pro rata based on the amount of securities sought to be registered by such Persons), the Holder) and (iii) third, provided that no securities Common Stock sought to be included by the Selling Company or the Holders or such Persons have been excluded from such registration, the securities of other Persons entitled to exercise "piggy-back" registration rights pursuant to contractual commitments of the Issuer entered into subsequent to the date hereof Company (pro rata based on the amount of securities sought to be registered by such Persons); and (y) in cases not initially involving the registration for sale of securities Common Stock for the IssuerCompany's own accountaccount only, securities shall be registered in such offering in the following order of priority: (i) first, Common Stock to be sold for the account of the Company and the securities of any Person whose exercise of a "demand" registration right pursuant to a contractual commitment of the Issuer Company is the basis for the registrationregistration (provided that if such Person is a Holder of Registrable Securities, as among Holders of Registrable Securities there shall be no priority and Registrable Securities sought to be included by Holders of Registrable Securities shall be included pro rata based on the amount of securities sought to be registered by such Persons), (ii) second, provided that no securities of any the Company or such Person whose exercise of a "demand" registration right pursuant referred to a contractual commitment of in the Issuer is the basis for such registration immediately preceding clause (i) have been excluded from such registration, the securities requested to be included in such registration by the Selling Holders of Registrable Securities pursuant to this Agreement and by Persons entitled to exercise "piggy-back" registration rights pursuant to contractual commitments to "piggy-back" registration rights (such securities for the account of the Issuer entered into prior to, and in existence on, Holders to be allocated among the date hereof (Holders pro rata based on the total amount of securities sought to be included registered by such Persons), the Holders) and (iii) third, provided that no securities sought of such Person referred to be included by in the Selling immediately preceding clause (i) or of the Holders or such Persons have been excluded from such registration, securities of other Persons entitled to exercise "piggy- back" registration rights pursuant to contractual commitments entered into subsequent to the date hereof (pro rata based on the amount of securities sought to be registered by such Persons) and (iv) fourth). If, provided as a result of the provisions of this Section 2.2(b), any Selling Holder shall not be entitled to include all Registrable Securities in a Piggy-Back Registration that no securities sought such Selling Holder has requested to be included by other Persons entitled included, such Selling Holder may elect to exercise "piggy-back" registration rights pursuant withdraw his request to such contractual commitments have been excluded from include Registrable Securities in such registration, any securities which the Issuer proposes to register.

Priority in Piggy-Back Registration. In a registration pursuant ----------------------------------- to this Section 10 2.2 hereof involving an underwritten offering, if the managing underwriter or underwriters of such underwritten offering have informed, in writing, the Issuer Company and the Selling Holders requesting inclusion in such offering that in such underwriter's or underwriters' reasonable opinion the total number of securities which the IssuerCompany, the Selling Holders and any other Persons persons desiring to participate in such registration intend to include in such offering is such as to materially and adversely affect the success of such offering, including the price at which such securities can be sold, then the Issuer Company will be required to include in such registration only the amount of securities which it is so advised should be included in such registration. In such event: (x) in cases initially only involving the registration for sale of securities for the IssuerCompany's own accountaccount (which may include securities included pursuant to the exercise of piggy-back rights herein and in other contractual commitments of the Company), securities shall be registered in such offering in the following order of priority: (i) first, the securities which the Issuer Company proposes to register, (ii) second, provided that no securities proposed sought to be registered included by the Issuer Company have been excluded from such registration, the securities which have been requested to be included in such registration by the Selling Holders and by Persons of Registrable Securities pursuant to this Agreement on a pari passu basis with (x) any securities of the Company as to which the Aurora Investors may be entitled to exercise "piggy-back" registration rights pursuant to contractual commitments the Aurora Registration Rights Agreement and (y) any securities of the Company as to which the Original Investors may be entitled to exercise "piggy-back" registration rights pursuant to the Original Registration Rights Agreement (such securities for the account of the Issuer entered into prior to, and in existence onHolders, the date hereof (Aurora Investors and the Original Investors to be allocated among the Holders, the Aurora Investors and the Original Investors pro rata based on the amount of securities sought to be registered by such Persons)the Holders, the Aurora Investors and the Original Investors) and (iii) third, provided that no securities sought to be included by the Selling Company, the Aurora Investors, the Holders or such Persons the Original Investors have been excluded from such registration, the securities of any other Persons entitled to exercise "piggy-back" registration rights pursuant to contractual commitments of the Issuer entered into subsequent to the date hereof Company (pro rata based on the amount of securities sought to be registered by such Persons); and (y) in cases not initially involving the registration for sale of securities for the IssuerCompany's own accountaccount only, securities shall be registered in such offering in the following order of priority: (i) first, securities to be sold for the account of the Company and the securities of any Person whose exercise of a "demand" registration right pursuant to a contractual commitment of the Issuer Company is the basis for the registrationregistration (provided that if such Person is a Holder of Registrable Securities, as among Holders of Registrable Securities there shall be no priority and Registrable Securities sought to be included by Holders of Registrable Securities shall be included pro rata based on the amount of securities sought to be registered by such Persons), (ii) second, provided that no securities of any the Company or such Person whose exercise of a "demand" registration right pursuant referred to a contractual commitment of in the Issuer is the basis for such registration immediately preceding clause (i) have been excluded from such registration, the securities requested to be included in such registration by the Selling Holders of Registrable Securities (other than any Holder who is also a Person referred to in clause (i)) pursuant to this Agreement on a pari passu basis with (x) any securities of the Company as to which the Aurora Investors may be entitled to exercise "piggy- back" registration rights pursuant to the Aurora Registration Rights Agreement and (y) any securities of the Company as to which the Original Investors may be entitled to exercise "piggy-back" registration rights pursuant to the Original Registration Rights Agreement (such securities for the account of the Holders, the Aurora Investors and the Original Investors to be allocated among the Holders, the Aurora Investors and the Original Investors pro rata based on the amount of securities sought to be registered by the Holders, the Aurora Investors and the Original Investors) and (iii) third, provided that no securities of such Person referred to in the immediately preceding clause (i) or of the Holders, the Aurora Investors or the Original Investors, referred to in clause (ii) have been excluded from such registration, securities of any other Persons entitled to exercise "piggy-back" registration rights pursuant to contractual commitments to "piggy-back" registration rights of the Issuer entered into prior to, and in existence on, the date hereof (pro rata based on the total amount of securities sought to be included by such Persons), (iii) third, provided that no securities sought to be included by the Selling Holders or such Persons have been excluded from such registration, securities of other Persons entitled to exercise "piggy- back" registration rights pursuant to contractual commitments entered into subsequent to the date hereof (pro rata based on the amount of securities sought to be registered by such Persons) and (iv) fourth). If, provided as a result of the provisions of this Section 2.2(b), any Selling Holder shall not be entitled to include all Registrable Securities in a Piggy- Back Registration that no securities sought such Selling Holder has requested to be included by other Persons entitled included, such Selling Holder may elect to exercise "piggy-back" registration rights pursuant withdraw his request to such contractual commitments have been excluded from include Registrable Securities in such registration, any securities which the Issuer proposes to register.

Priority in Piggy-Back Registration. In a registration pursuant to this Section 10 2(b) involving an underwritten offering, if the managing underwriter or underwriters of such underwritten offering have informed, in writing, the Issuer and the Selling Holders requesting inclusion in such offering that in such underwriter's or underwriters' ’ opinion the total number of securities which the Issuer, the Selling Holders and any other Persons desiring to participate in such registration intend to include in such offering is such as to adversely affect the success of such offering, including the price at which such securities can be sold, then the Issuer will be required to include in such registration only the amount of securities which it is so advised should be included in such registration. In such event: (x) in cases initially involving the registration for sale of securities for the Issuer's ’s own account, securities shall be registered in such offering in the following order of priority: (i) first, the securities which the Issuer proposes to register, (ii) second, provided that no securities proposed to be registered by the Issuer have been excluded from such registration, the securities which that have been requested to be included in such registration by the Selling Holders and by Persons entitled to exercise "piggy-back" registration rights pursuant to contractual commitments to "piggy-back" registration rights of the Issuer entered into prior to, and in existence on, the date hereof (pro rata based on the amount of securities sought to be registered by such Persons)Holders, and (iii) third, provided that no securities sought to be included by the Selling Holders or such Persons have been excluded from such registration, the securities of other Persons entitled to exercise "“piggy-back" ” registration rights pursuant to contractual commitments of the Issuer entered into subsequent to the date hereof (pro rata based on the amount of securities sought to be registered by such Persons); and (y) in cases not initially involving the registration for sale of securities for the Issuer's ’s own account, securities shall be registered in such offering in the following order of priority: (i) first, the securities of any Person whose exercise of a "“demand" ” registration right pursuant to a contractual commitment of the Issuer is the basis for the registration, (ii) second, provided that no securities of any Person whose exercise of a "“demand" ” registration right pursuant to a contractual commitment of the Issuer is the basis for such registration have been excluded from such registration, the securities requested to be included in such registration by the Selling Holders pursuant to this Agreement and by Persons entitled to exercise "piggy-back" registration rights pursuant to contractual commitments to "piggy-back" registration rights of the Issuer entered into prior to, and in existence on, the date hereof (pro rata based on the total amount of securities sought to be included by such Persons)Agreement, (iii) third, provided that no securities sought to be included by the Selling Holders or such Persons have been excluded from such registration, securities of other Persons entitled to exercise "piggy- “piggy-back" ” registration rights pursuant to contractual commitments entered into subsequent to of the date hereof Issuer (pro rata based on the amount of securities sought to be registered by such Persons) and (iv) fourth, provided that no securities sought to be included by other Persons entitled to exercise "“piggy-back" ” registration rights pursuant to such contractual commitments have been excluded from such registration, any securities which the Issuer proposes to register.

Priority in Piggy-Back Registration. In a registration pursuant to this Section 10 6 involving an underwritten offering, if the managing underwriter or underwriters of such underwritten offering have informed, in writing, the Issuer Company or the Registrants (as the case may be) and the Selling selling Holders of Registrable Securities requesting inclusion in such offering that in such underwriter's ’s or underwriters' ’ opinion the total number of securities which the IssuerCompany or the Registrants (as the case may be), the Selling selling Holders of Registrable Securities and any other Persons desiring to participate in such registration intend to include in such offering is such as to adversely affect the success of such offering, including the price at which such securities can be sold, then the Issuer Company or the Registrants (as the case may be) will be required to include in such registration only the amount of securities which it is so advised should be included in such registration. In such event: (x) in cases initially involving the registration for sale of securities for the Issuer's Company or the Registrants’ own accountaccount (as the case may be), securities shall be registered in such offering in the following order of priority: (i) first, the securities which the Issuer Company or the Registrants proposes to register, (ii) second, provided that no securities proposed to be registered by the Issuer Company or the Registrants (as the case may be) have been excluded from such registration, the securities which that have been requested to be included in such registration pursuant to the Existing Equity Registration Rights Agreement, (iii) third, provided that no securities sought to be included in such registration pursuant to the Existing Equity Registration Rights Agreement have been excluded from such registration, the securities that have been requested to be included in such registration by the Selling selling Holders and by Persons entitled to exercise "piggy-back" registration rights pursuant to contractual commitments to "piggy-back" registration rights of the Issuer entered into prior to, and in existence on, the date hereof Registrable Securities (pro rata based on the amount of securities sought to be registered by such Persons), and (iiiiv) thirdfourth, provided that no securities sought to be included by the Selling selling Holders or such Persons of Registrable Securities have been excluded from such registration, the securities of other Persons entitled to exercise "“piggy-back" ” registration rights pursuant to contractual commitments of the Issuer entered into subsequent to the date hereof Company (pro rata based on the amount of securities sought to be registered by such Persons); and (y) in cases not initially involving the registration for sale of securities for the Issuer's Company or the Registrants own accountaccount (as the case may be), securities shall be registered in such offering in the following order of priority: (i) first, the securities of any Person whose exercise of a "“demand" ” registration right pursuant to a contractual commitment of the Issuer Company is the basis for the registration, (ii) second, provided that no securities of any Person whose exercise of a "“demand" ” registration right pursuant to a contractual commitment of the Issuer Company is the basis for such registration have been excluded from such registration, the securities that have been requested to be included in such registration pursuant to the Existing Equity Registration Rights Agreement, (iii) third, provided that no securities sought to be included pursuant to the Existing Equity Registration Rights Agreement have been excluded from such registration, the securities requested to be included in such registration by the Selling selling Holders of Registrable Securities pursuant to this Agreement and by Persons entitled to exercise "piggy-back" registration rights pursuant to contractual commitments to "piggy-back" registration rights of the Issuer entered into prior to, and in existence on, the date hereof (pro rata based on the total amount of securities sought to be included registered by such Persons), (iiiiv) thirdfourth, provided that no securities sought to be included by the Selling selling Holders or such Persons of Registrable Securities have been excluded from such registration, securities of other Persons entitled to exercise "piggy- “piggy-back" ” registration rights pursuant to contractual commitments entered into subsequent to of the date hereof Company (pro rata based on the amount of securities sought to be registered by such Persons) and (ivv) fourthfifth, provided that no securities sought to be included by other Persons entitled to exercise "“piggy-back" ” registration rights pursuant to such contractual commitments have been excluded from such registration, any securities which the Issuer proposes Company or the Registrants (as the case may be) propose to register.

Priority in Piggy-Back Registration. In a registration pursuant to this Section 10 2.3 involving an underwritten offering, if the managing underwriter or underwriters of such underwritten offering have informed, in writing, the Issuer Company and the Selling Holders requesting inclusion in such offering that in such underwriter's or underwriters' reasonable opinion the total number of securities which the IssuerCompany, the Selling Holders and any other Persons persons desiring to participate in such registration intend to include in such offering is such as to materially and adversely affect the success of such offering, including the price at which such securities can be sold, then the Issuer Company will be required to include in such registration only the amount of securities which it is so advised should be included in such registration. In such event: (x) in cases initially only involving the registration for sale of securities for the IssuerCompany's own accountaccount (which may include securities included pursuant to the exercise of piggy-back rights herein and in other contractual commitments of the Company), securities shall be registered in such offering in the following order of priority: (i) firstFIRST, the securities which the Issuer Company proposes to register, (ii) secondSECOND, provided PROVIDED that no securities proposed sought to be registered included by the Issuer Company have been excluded from such registration, the securities which have been properly requested to be included in such registration by any Holder deemed to be an Affiliate or "underwriter" for purposes of the Selling Holders Securities Act (in an amount equal to the lesser of (x) an amount sufficient to include all Registrable Securities offered by such Holder and (y) an amount sufficient to reduce the number of such Holder's Registrable Securities held after the offering to a level that would cause such Holder to no longer be so deemed an Affiliate or "underwriter"), (iv) THIRD, PROVIDED that no securities sought to be included by Persons entitled to exercise the Company or an Affiliate or "piggy-backunderwriter" have been excluded from such registration rights pursuant to contractual commitments (i) or (ii) above, the securities which have been duly requested to "piggy-back" be included in such registration rights by all other Holders of Registrable Securities pursuant to this Agreement (such securities for the account of the Issuer entered into prior to, and in existence on, Holders to be allocated among the date hereof (Holders pro rata based on the amount of securities sought to be registered by such Persons), the Holder) and (iiiiv) thirdFOURTH, provided PROVIDED that no securities sought to be included by the Selling Company or any Holders or such Persons have been excluded from such registration, the securities of other Persons entitled to exercise "piggy-back" registration rights pursuant to contractual commitments of the Issuer entered into subsequent to the date hereof Company (pro rata based on the amount of securities sought to be registered by such Persons); and (y) in cases not initially involving the registration for sale of securities for the IssuerCompany's own accountaccount only, securities shall be registered in such offering in the following order of priority: (i) firstFIRST, securities to be sold for the account of the Company and the securities of any Person whose exercise of a "demand" registration right pursuant to a contractual commitment of the Issuer Company is the basis for the registrationregistration (PROVIDED that if such Person is a Holder of Registrable Securities, as among Holders of Registrable Securities there shall be no priority), (ii) secondSECOND, provided PROVIDED that no securities of any Person whose exercise of a "demand" registration right pursuant the Company or such Persons referred to a contractual commitment of in the Issuer is the basis for such registration immediately preceding clause (i) have been excluded from such registration, the securities properly requested to be included in such registration by any Holder deemed to be an Affiliate or "underwriter" for purposes of the Selling Securities Act (in an amount equal to the lesser of (x) an amount sufficient to include all Registrable Securities offered by such Holder and (y) an amount sufficient to reduce the number of such Holder's Registrable Securities held after the offering to a level that would cause such Holder to no longer be so deemed an Affiliate or "underwriter"), (iii) THIRD, PROVIDED that no securities sought to be included by the Company or an Affiliate or "underwriter" have been excluded from such registration pursuant to (i) or (ii) above, the securities which have been duly requested to be included in such registration by all other Holders of Registrable Securities pursuant to this Agreement (such securities for the account of the Holders to be allocated among the Holders pro rata based on the total amount of securities sought to be registered by the Holders) and by (iv) FOURTH, PROVIDED that no securities of such Person referred to in the immediately preceding clause (i) or of the Holders have been excluded from such registration, securities of other Persons entitled to exercise "piggy-back" registration rights pursuant to contractual commitments to "piggy-back" registration rights of the Issuer entered into prior to, and in existence on, the date hereof (pro rata based on the total amount of securities sought to be included by such Persons), (iii) third, provided that no securities sought to be included by the Selling Holders or such Persons have been excluded from such registration, securities of other Persons entitled to exercise "piggy- back" registration rights pursuant to contractual commitments entered into subsequent to the date hereof (pro rata based on the amount of securities sought to be registered by such Persons) and (iv) fourth). If, provided as a result of the provisions of this Section 2.3(b), any Selling Holder shall not be entitled to include all Registrable Securities in a Piggy-Back Registration that no securities sought such Selling Holder has requested to be included by other Persons entitled included, such Selling Holder may elect to exercise "piggy-back" registration rights pursuant withdraw his request to such contractual commitments have been excluded from include Registrable Securities in such registration, any securities which the Issuer proposes to register.

Priority in Piggy-Back Registration. In a registration pursuant to this ----------------------------------- Section 10 2.2 hereof involving an underwritten offering, if the managing underwriter or underwriters of such underwritten offering have informed, in writing, the Issuer Company and the Selling Holders requesting inclusion in such offering that in such underwriter's or underwriters' opinion the total number of securities which the IssuerCompany, the Selling Holders and any other Persons desiring to participate in such registration intend to include in such offering is such as to adversely affect the success of such offering, including the price at which such securities can be sold, then the Issuer Company will be required to include in such registration only the amount of securities which it is so advised should be included in such registration. In such event: (x) in cases initially only involving the registration for sale of securities for the IssuerCompany's own accountaccount (other than pursuant to the exercise of piggyback rights herein and in other contractual commitments of the Company), securities shall be registered in such offering in the following order of priority: (i) first, the securities which ----- the Issuer Company proposes to register, (ii) second, provided that no securities proposed ------ sought to be registered included by the Issuer Company have been excluded from such registration, the securities which have been requested to be included in such registration by the Selling Holders of Registrable Securities pursuant to this Agreement and by the other parties to the Stockholder Rights Agreement in such proportion between the Holders and by Persons entitled such parties to exercise "piggythe Stockholder Rights Agreement such that one-back" registration rights pursuant to contractual commitments to "piggy-back" registration rights third of the Issuer entered into prior to, securities to be included shall be for the account of the Holders and in existence on, two-thirds shall be for the date hereof account of the other parties to the Stockholder Rights Agreement (such one-third for the account of the Holders to be allocated among the Holders pro rata based on the amount of securities sought to be registered by such Persons), the Holders) and (iii) third, provided that no securities sought ----- to be included by the Selling Company or the Holders or such Persons the other parties to the Stockholder Rights Agreement have been excluded from such registration, the securities of other Persons entitled to exercise "piggy-back" registration rights pursuant to contractual commitments of the Issuer entered into subsequent to the date hereof Company (pro rata based on the amount of securities sought to be registered by such Persons); and (y) in cases not initially involving the registration for sale of securities for the IssuerCompany's own accountaccount only or not for the account of any party to the Stockholder Rights Agreement, securities shall be registered in such offering in the following order of priority: (i) first, the securities of any Person whose exercise of a "demand" ----- registration right pursuant to a contractual commitment of the Issuer Company is the basis for the registrationregistration (provided that if such Person is a Holder of Registrable Securities, as among Holders of Registrable Securities there shall be no priority and Registrable Securities sought to be included by Holders of Registrable Securities shall be included pro rata based on the amount of securities sought to be registered by such Persons), (ii) second, provided that ------ no securities of any such Person whose exercise of a "demand" registration right pursuant referred to a contractual commitment of in the Issuer is the basis for such registration immediately preceding clause (i) have been excluded from such registration, the securities which have been requested to be included in such registration by the Selling Holders of Registrable Securities pursuant to this Agreement and by the other parties to the Stockholder Rights Agreement in such proportion between the Holders and such parties to the Stockholder Rights Agreement such that one-third of the securities to be included shall be for the account of the Holders and two-thirds shall be for the account of the parties to the Stockholder Rights Agreement (such one-third for the account of the Holders to be allocated among the Holders pro rata based on the amount of securities sought to be registered by the Holders) and (iii) third, provided that no ----- securities of such Person referred to in the immediately preceding clause (i) or of the Holders or of the other parties to the Stockholder Rights Agreement have been excluded from such registration, securities of other Persons entitled to exercise "piggy-back" registration rights pursuant to contractual commitments to "piggy-back" registration rights of the Issuer entered into prior to, and in existence on, the date hereof (pro rata based on the total amount of securities sought to be included by such Persons), (iii) third, provided that no securities sought to be included by the Selling Holders or such Persons have been excluded from such registration, securities of other Persons entitled to exercise "piggy- back" registration rights pursuant to contractual commitments entered into subsequent to the date hereof (pro rata based on the amount of securities sought to be registered by such Persons) and (iv) fourth, provided that no securities of any other Person have ------ been excluded from such registration, the securities which the Company proposes to register; and (z) in cases involving the registration for sale of securities for the account of any other party to the Stockholder Rights Agreement, securities shall be registered in such offering in the following order of priority: (i) first, the securities which have been requested to be included in ----- such registration by the Holders of Registrable Securities pursuant to this Agreement and by the other parties to the Stockholder Rights Agreement in such proportion between the Holders and such parties to the Stockholder Rights Agreement such that one-third of the securities to be included shall be for the account of the Holders and two-thirds shall be for the account of the other parties to the Stockholder Rights Agreement (such one-third for the account of the Holders to be allocated among the Holders pro rata based on the amount of securities sought to be included registered by the Holders), and (ii) second, provided ------ that no securities of the Holders or of the other parties to the Stockholder Rights Agreement have been excluded from such registration, securities of other Persons entitled to exercise "piggy-back" registration rights pursuant to such contractual commitments have (pro rata based on the amount of securities sought to be registered by such Persons) and (iii) third, provided that no securities of any ----- other Person has been excluded from such registration, any the securities which the Issuer Company proposes to register. If, as a result of the provisions of this Section 2.2(b), any Selling Holder shall not be entitled to include all Registrable Securities in a Piggy- Back Registration that such Selling Holder has requested to be included, such Selling Holder may elect to withdraw his request to include Registrable Securities in such registration.

Priority in Piggy-Back Registration. In a registration pursuant to this Section 10 involving an underwritten offering, if the managing underwriter or underwriters of such underwritten offering have informed, in writing, the Issuer Company and the Selling Holders requesting inclusion in such offering that in such underwriter's or underwriters' opinion the total number of securities which the IssuerCompany, the Selling Holders and any other Persons desiring to participate in such registration intend to include in such offering is such as to adversely affect the success of such offering, including the price at which such securities can be sold, then the Issuer Company will be required to include in such registration only the amount of securities which it is so advised should be included in such registration. In such event: (x) in cases initially involving the registration for sale of securities for the IssuerCompany's own account, securities shall be registered in such offering in the following order of priority: (i) first, the securities which the Issuer Company proposes to register, (ii) second, provided that no securities proposed to be registered by the Issuer Company have been excluded from such registration, the securities which have been requested to be included in such registration by the Selling Holders and by Persons entitled to exercise "piggy-back" registration rights pursuant to contractual commitments to "piggy-back" registration rights of the Issuer Company entered into prior to, and in existence on, the date hereof (pro rata based on the amount of securities sought to be registered by such Persons), and (iii) third, provided that no securities sought to be included by the Selling Holders or such Persons have been excluded from such registration, the securities of other Persons entitled to exercise "piggy-back" registration rights pursuant to contractual commitments of the Issuer Company entered into subsequent to the date hereof (pro rata based on the amount of securities sought to be registered by such Persons); and (y) in cases not initially involving the registration for sale of securities for the IssuerCompany's own account, securities shall be registered in such offering in the following order of priority: (i) first, the securities of any Person whose exercise of a "demand" registration right pursuant to a contractual commitment of the Issuer Company is the basis for the registration, (ii) second, provided that no securities of any Person whose exercise of a "demand" registration right pursuant to a contractual commitment of the Issuer Company is the basis for such registration have been excluded from such registration, the securities requested to be included in such registration by the Selling Holders pursuant to this Agreement and by Persons entitled to exercise "piggy-back" registration rights pursuant to contractual commitments to "piggy-back" registration rights of the Issuer Company entered into prior to, and in existence on, the date hereof (pro rata based on the total amount of securities sought to be included by such Persons), (iii) third, provided that no securities sought to be included by the Selling Holders or such Persons have been excluded from such registration, securities of other Persons entitled to exercise "piggy- piggy-back" registration rights pursuant to contractual commitments entered into subsequent to the date hereof (pro rata based on the amount of securities sought to be registered by such Persons) and (iv) fourth, provided that no securities sought to be included by other Persons entitled to exercise "piggy-back" registration rights pursuant to such contractual commitments have been excluded from such registration, any securities which the Issuer Company proposes to register.

Priority in Piggy-Back Registration. In a registration pursuant to this Section 10 6 involving an underwritten offering, if the managing underwriter or underwriters of such underwritten offering have informed, in writing, the Issuer Company or the Registrants (as the case may be) and the Selling selling Holders of Registrable Securities requesting inclusion in such offering that in such underwriter's ’s or underwriters' ’ opinion the total number of securities which the IssuerCompany or the Registrants (as the case may be), the Selling selling Holders of Registrable Securities and any other Persons desiring to participate in such registration intend to include in such offering is such as to adversely affect the success of such offering, including the price at which such securities can be sold, then the Issuer Company or the Registrants (as the case may be) will be required to include in such registration only the amount of securities which it is so advised should be included in such registration. In such event: (x) in cases initially involving the registration for sale of securities for the Issuer's Company or the Registrants own accountaccount (as the case may be), securities shall be registered in such offering in the following order of priority: (i) first, the securities which the Issuer Company or the Registrants proposes to register, (ii) second, provided that no securities proposed to be registered by the Issuer Company or the Registrants (as the case may be) have been excluded from such registration, the securities which that have been requested to be included in such registration by the Selling selling Holders and by Persons entitled to exercise "piggy-back" registration rights pursuant to contractual commitments to "piggy-back" registration rights of the Issuer entered into prior to, and in existence on, the date hereof Registrable Securities (pro rata based on the amount of securities sought to be registered by such Persons), and (iii) third, provided that no securities sought to be included by the Selling selling Holders or such Persons of Registrable Securities have been excluded from such registration, the securities of other Persons entitled to exercise "“piggy-back" ” registration rights pursuant to contractual commitments of the Issuer entered into subsequent to the date hereof Company (pro rata based on the amount of securities sought to be registered by such Persons); and (y) in cases not initially involving the registration for sale of securities for the Issuer's Company or the Registrants own accountaccount (as the case may be), securities shall be registered in such offering in the following order of priority: (i) first, the securities of any Person whose exercise of a "“demand" ” registration right pursuant to a contractual commitment of the Issuer Company is the basis for the registration, (ii) second, provided that no securities of any Person whose exercise of a "“demand" ” registration right pursuant to a contractual commitment of the Issuer Company is the basis for such registration have been excluded from such registration, the securities requested to be included in such registration by the Selling selling Holders of Registrable Securities pursuant to this Agreement and by Persons entitled to exercise "piggy-back" registration rights pursuant to contractual commitments to "piggy-back" registration rights of the Issuer entered into prior to, and in existence on, the date hereof (pro rata based on the total amount of securities sought to be included registered by such Persons), (iii) third, provided that no securities sought to be included by the Selling selling Holders or such Persons of Registrable Securities have been excluded from such registration, securities of other Persons entitled to exercise "piggy- “piggy-back" ” registration rights pursuant to contractual commitments entered into subsequent to of the date hereof Company (pro rata based on the amount of securities sought to be registered by such Persons) and (iv) fourth, provided that no securities sought to be included by other Persons entitled to exercise "“piggy-back" ” registration rights pursuant to such contractual commitments have been excluded from such registration, any securities which the Issuer proposes Company or the Registrants (as the case may be) propose to register.

Priority in Piggy-Back Registration. In a registration pursuant to this Section 10 11 involving an underwritten offering, if the managing underwriter or underwriters of such underwritten offering have informed, in writing, the Issuer and the Selling Holders requesting inclusion in such offering that in such underwriter's or underwriters' underwriter's opinion the total number of securities which the Issuer, the Selling Holders and any other Persons desiring to participate in such registration intend to include in such offering is such as to adversely affect the success of such offering, including the price at which such securities can be sold, then the Issuer will be required to include in such registration only the amount of securities which it is so advised should be included in such registration. In such event: (x) in cases initially involving the registration for sale of securities for the Issuer's own account, securities shall be registered in such offering in the following order of priority: (i) firsti)first, the securities which the Issuer proposes to register, (ii) secondii)second, provided that no securities proposed to be registered by the Issuer have been excluded from such registration, the securities which that have been requested to be included in such registration by the Selling Holders and by Persons entitled to exercise "piggy-back" registration rights pursuant to contractual commitments to "piggy-back" registration rights of the Issuer entered into prior to, and in existence on, the date hereof (pro rata based on the amount of securities sought to be registered by such Persons)Holders, and (iii) thirdiii)third, provided that no securities sought to be included by the Selling Holders or such Persons have been excluded from such registration, the securities of other Persons entitled to exercise "piggy-back" registration rights pursuant to contractual commitments of the Issuer entered into subsequent to the date hereof (pro rata based on the amount of securities sought to be registered by such Persons); and (y) in cases not initially involving the registration for sale of securities for the Issuer's own account, securities shall be registered in such offering in the following order of priority: (i) first, the securities of any Person whose exercise of a "demand" registration right pursuant to a contractual commitment of the Issuer is the basis for the registration, (ii) second, provided that no securities of any Person whose exercise of a "demand" registration right pursuant to a contractual commitment of the Issuer is the basis for such registration have been excluded from such registration, the securities requested to be included in such registration by the Selling Holders pursuant to this Agreement and by Persons entitled to exercise "piggy-back" registration rights pursuant to contractual commitments to "piggy-back" registration rights of the Issuer entered into prior to, and in existence on, the date hereof (pro rata based on the total amount of securities sought to be included by such Persons)Agreement, (iii) third, provided that no securities sought to be included by the Selling Holders or such Persons have been excluded from such registration, securities of other Persons entitled to exercise "piggy- piggy-back" registration rights pursuant to contractual commitments entered into subsequent to of the date hereof Issuer (pro rata based on the amount of securities sought to be registered by such Persons) and (iv) fourth, provided that no securities sought to be included by other Persons entitled to exercise "piggy-back" registration rights pursuant to such contractual commitments have been excluded from such registration, any securities which the Issuer proposes to register.

Priority in Piggy-Back Registration. In a registration pursuant to this Section 10 5.3 involving an underwritten offering, if the managing underwriter or underwriters of such underwritten offering have informed, in writing, the Issuer Company, the selling Holders of Registrable Securities and the Selling Holders other Persons requesting inclusion in such offering offering, that in such underwriter's ’s or underwriters' opinion ’ view, the total number of securities which the IssuerCompany, the Selling selling Holders of Registrable Securities and any such other Persons desiring to participate in such registration intend to include in such offering is such as to adversely affect exceeds the success of such offering, including the price at number which such securities can be soldsold in an orderly manner within a price range that is reasonably acceptable to the Company, then the Issuer Company will be required to include in such registration only the amount of securities which it is so advised should be included in such registration. In such event: (x) in cases initially involving the registration for sale of securities for the Issuer's own account, securities shall be registered in such offering in the following order of priority: (i) first, the securities which the Issuer Company proposes to register, (ii) second, provided that no securities proposed to be registered by the Issuer Company have been excluded from such registration, the securities which that have been requested to be included in such registration by holders of Common Stock pursuant to that certain registration agreement, dated as of October 5, 2000, as supplemented, by and among the Company and the investors party thereto (the “Pre-IPO Stockholders”), (iii) third, provided that no securities proposed to be registered by the Pre-IPO Stockholders have been excluded from such registration, the securities that have been requested to be included in such registration by the Selling selling Holders and by Persons entitled to exercise "piggy-back" registration rights pursuant to contractual commitments to "piggy-back" registration rights of the Issuer entered into prior to, and in existence on, the date hereof Registrable Securities (pro rata based on in the amount of securities sought to be registered by such Personsselling Holders), and (iiiiv) thirdfourth, provided that no securities sought proposed to be included registered by the Selling Holders or such Persons have been excluded from such registration, the securities of that have been requested to be included in such registration by other Persons entitled to exercise "piggy-back" registration rights pursuant to contractual commitments of the Issuer entered into subsequent to the date hereof (pro rata based on in the amount of securities sought to be registered by such selling Persons); and (y) in cases not initially involving the registration for sale of securities for the Issuer's own account, securities shall be registered in such offering in the following order of priority: (i) first, the securities of any Person whose exercise of a "demand" registration right pursuant to a contractual commitment of the Issuer is the basis for the registration, (ii) second, provided that no securities of any Person whose exercise of a "demand" registration right pursuant to a contractual commitment of the Issuer is the basis for such registration have been excluded from such registration, the securities requested to be included in such registration by the Selling Holders pursuant to this Agreement and by Persons entitled to exercise "piggy-back" registration rights pursuant to contractual commitments to "piggy-back" registration rights of the Issuer entered into prior to, and in existence on, the date hereof (pro rata based on the total amount of securities sought to be included by such Persons), (iii) third, provided that no securities sought to be included by the Selling Holders or such Persons have been excluded from such registration, securities of other Persons entitled to exercise "piggy- back" registration rights pursuant to contractual commitments entered into subsequent to the date hereof (pro rata based on the amount of securities sought to be registered by such Persons) and (iv) fourth, provided that no securities sought to be included by other Persons entitled to exercise "piggy-back" registration rights pursuant to such contractual commitments have been excluded from such registration, any securities which the Issuer proposes to register.

Priority in Piggy-Back Registration. In a registration pursuant to this Section 10 11 involving an underwritten offering, if the managing underwriter or underwriters of such underwritten offering have informed, in writing, the Issuer Company and the Selling Holders requesting inclusion in such offering that in such underwriter's or underwriters' opinion the total number of securities which the IssuerCompany, the Selling Holders and any other Persons desiring to participate in such registration intend to include in such offering is such as to adversely affect the success of such offering, including the price at which such securities can be sold, then the Issuer Company will be required to include in such registration only the amount of securities which it is so advised should be included in such registration. In such event: (x) in cases initially involving the registration for sale of securities for the IssuerCompany's own account, securities shall be registered in such offering in the following order of priority: (i) first, the securities which the Issuer Company proposes to register, (ii) second, provided that no securities proposed to be registered by the Issuer Company have been excluded from such registration, the securities which that have been requested to be included in such registration by the Selling Holders and by Persons entitled to exercise "piggy-back" registration rights pursuant to contractual commitments to "piggy-back" registration rights of the Issuer entered into prior to, and in existence on, the date hereof (pro rata based on the amount of securities sought to be registered by such Persons)Holders, and (iii) third, provided that no securities sought to be included by the Selling Holders or such Persons have been excluded from such registration, the securities of other Persons entitled to exercise "piggy-back" registration rights pursuant to contractual commitments of the Issuer entered into subsequent to the date hereof Company (pro rata based on the amount of securities sought to be registered by such Persons); and (y) in cases not initially involving the registration for sale of securities for the IssuerCompany's own account, securities shall be registered in such offering in the following order of priority: (i) first, the securities of any Person whose exercise of a "demand" registration right pursuant to a contractual commitment of the Issuer Company is the basis for the registration, (ii) second, provided that no securities of any Person whose exercise of a "demand" registration right pursuant to a contractual commitment of the Issuer Company is the basis for such registration have been excluded from such registration, the securities requested to be included in such registration by the Selling Holders pursuant to this Agreement and by Persons entitled to exercise "piggy-back" registration rights pursuant to contractual commitments to "piggy-back" registration rights of the Issuer entered into prior to, and in existence on, the date hereof (pro rata based on the total amount of securities sought to be included by such Persons)Agreement, (iii) third, provided that no securities sought to be included by the Selling Holders or such Persons have been excluded from such registration, securities of other Persons entitled to exercise "piggy- piggy-back" registration rights pursuant to contractual commitments entered into subsequent to of the date hereof Company (pro rata based on the amount of securities sought to be registered by such Persons) and (iv) fourth, provided that no securities sought to be included by other Persons entitled to exercise "piggy-back" registration rights pursuant to such contractual commitments have been excluded from such registration, any securities which the Issuer Company proposes to register.

Priority in Piggy-Back Registration. In a registration pursuant to this Section 10 2.2 hereof involving an underwritten offering, if the managing underwriter or underwriters of such underwritten offering have informed, in writing, the Issuer Company and the Selling Holders requesting inclusion in such offering that in such underwriter's or underwriters' opinion the total number of securities which the IssuerCompany, the Selling Holders and any other Persons desiring to participate in such registration intend to include in such offering is such as to adversely affect the success of such offering, including the price at which such securities can be sold, then the Issuer Company will be required to include in such registration only the amount of securities which it is so advised should be included in such registration. In such event: (x) in cases initially involving the registration for sale of securities for the Issuer's own account, securities shall be registered in such offering in the following order of priority: (i) first, the securities which the Issuer Company proposes to register, and (ii) second, provided that no securities proposed sought to be registered included by the Issuer Company have been excluded from such registration, the securities which have been requested to be included in such registration by the Selling Holders of Registrable Securities and by Persons entitled to exercise "piggy-back" registration rights pursuant to contractual commitments to "piggy-back" registration rights of the Issuer entered into prior to, and in existence on, the date hereof (pro rata based on the amount of securities sought to be registered by such Persons), and (iii) third, provided that no securities sought to be included by the Selling Holders or such Persons have been excluded from such registration, the securities of other Persons entitled to exercise "piggy-back" registration rights pursuant to contractual commitments of the Issuer entered into subsequent to the date hereof Company (pro rata based on the amount of securities sought to be registered held by the Holders of Registrable Securities requesting such inclusion and such Persons); and (y) in cases not initially involving the registration for sale of securities for the Issuer's own account. If, securities shall be registered in such offering in the following order of priority: (i) first, the securities of any Person whose exercise of as a "demand" registration right pursuant to a contractual commitment result of the Issuer is the basis for the registrationprovisions of this Section 2.2(b), (ii) second, provided any Selling Holder shall not be entitled to include all Registrable Securities in a Piggy-Back Registration that no securities of any Person whose exercise of a "demand" registration right pursuant to a contractual commitment of the Issuer is the basis for such registration have been excluded from such registration, the securities Selling Holder has requested to be included included, such Selling Holder may elect to withdraw his request to include Registrable Securities in such registration by the Selling Holders pursuant to this Agreement and by Persons entitled to exercise "piggy-back" registration rights pursuant to contractual commitments to "piggy-back" registration rights of the Issuer entered into prior to, and in existence on, the date hereof (pro rata based on the total amount of securities sought to be included by such Persons), (iii) third, provided that no securities sought to be included by the Selling Holders or such Persons have been excluded from such registration, securities of other Persons entitled to exercise "piggy- back" registration rights pursuant to contractual commitments entered into subsequent to the date hereof (pro rata based on the amount of securities sought to be registered by such Persons) and (iv) fourth, provided that no securities sought to be included by other Persons entitled to exercise "piggy-back" registration rights pursuant to such contractual commitments have been excluded from such registration, any securities which the Issuer proposes to register.

Priority in Piggy-Back Registration. In a registration pursuant to this Section 10 8 involving an underwritten offering, if the managing underwriter or underwriters of such underwritten offering have informed, in writing, the Issuer Company and the Selling Holders requesting inclusion in such offering that in such underwriter's or underwriters' opinion the total number of securities which the IssuerCompany, the Selling Holders and any other Persons desiring to participate in such registration intend to include in such offering is such as to adversely affect the success of such offering, including the price at which such securities can be sold, then the Issuer Company will be required to include in such registration only the amount of securities which it is so advised should be included in such registration. In such event: (x) in cases initially involving the registration for sale of securities for the IssuerCompany's own account, securities shall be registered in such offering in the following order of priority: (i) first, the securities which the Issuer Company proposes to register, (ii) second, provided that no securities proposed to be registered by the Issuer Company have been excluded from such registration, the securities which have been requested to be included in such registration by the Selling Holders and by Persons entitled to exercise "piggy-back" registration rights pursuant to contractual commitments to "piggy-back" registration rights of the Issuer Company entered into prior to, and in existence on, the date hereof (pro rata based on the amount of securities sought to be registered by such Persons), and (iii) third, provided that no securities sought to be included by the Selling Holders or such Persons have been excluded from such registration, the securities of other Persons entitled to exercise "piggy-back" registration rights pursuant to contractual commitments of the Issuer Company entered into subsequent to the date hereof (pro rata based on the amount of securities sought to be registered by such Persons); and (y) in cases not initially involving the registration for sale of securities for the IssuerCompany's own account, securities shall be registered in such offering in the following order of priority: (i) first, the securities of any Person whose exercise of a "demand" registration right pursuant to a contractual commitment of the Issuer Company is the basis for the registration, (ii) second, provided that no securities of any Person whose exercise of a "demand" registration right pursuant to a contractual commitment of the Issuer Company is the basis for such registration have been excluded from such registration, the securities requested to be included in such registration by the Selling Holders pursuant to this Agreement and by Persons entitled to exercise "piggy-back" registration rights pursuant to contractual commitments to "piggy-back" registration rights of the Issuer Company entered into prior to, and in existence on, the date hereof (pro rata based on the total amount of securities sought to be included by such Persons), (iii) third, provided that no securities sought to be included by the Selling Holders or such Persons have been excluded from such registration, securities of other Persons entitled to exercise "piggy- piggy-back" registration rights pursuant to contractual commitments entered into subsequent to the date hereof (pro rata based on the amount of securities sought to be registered by such Persons) and (iv) fourth, provided that no securities sought to be included by other Persons entitled to exercise "piggy-back" registration rights pursuant to such contractual commitments have been excluded from such registration, any securities which the Issuer Company proposes to register.

Priority in Piggy-Back Registration. In a registration pursuant to this Section 10 8 involving an underwritten offering, if the managing underwriter or underwriters of such underwritten offering have informed, in writing, the Issuer Company and the Selling Holders requesting inclusion in such offering that in such underwriter's or underwriters' opinion the total number of securities which the IssuerCompany, the Selling Holders and any other Persons desiring to participate in such registration intend to include in such offering is such as to adversely affect the success of such offering, including the price at which such securities can be sold, then the Issuer Company will be required to include in such registration only the amount of securities which it is so advised should be included in such registration. In such event: (x) in cases initially involving the registration for sale of securities for the IssuerCompany's own account, securities shall be registered in such offering in the following order of priority: (i) first, the securities which the Issuer Company proposes to register, (ii) second, provided that no securities proposed to be registered by the Issuer Company have been excluded from such registration, the securities which have been requested to be included in such registration by the Selling Holders and by Persons entitled to exercise "piggy-back" registration rights pursuant to contractual commitments to "piggy-back" registration rights of the Issuer Company entered into prior to, and in existence on, the date hereof (pro rata based on the amount of securities sought to be registered by such Persons), and (iii) third, provided that no securities sought to be included by the Selling Holders or such Persons have been excluded from such registration, the securities of other Persons entitled to exercise "piggy-backpiggyback" registration rights pursuant to contractual commitments of the Issuer Company entered into subsequent to the date hereof (pro rata based on the amount of securities sought to be registered by such Persons); and (y) in cases not initially involving the registration for sale of securities for the IssuerCompany's own account, securities shall be registered in such offering in the following order of priority: (i) first, the securities of any Person whose exercise of a "demand" registration right pursuant to a contractual commitment of the Issuer Company is the basis for the registration, (ii) second, provided that no securities of any Person whose exercise of a "demand" registration right pursuant to a contractual commitment of the Issuer Company is the basis for such registration have been excluded from such registration, the securities requested to be included in such registration by the Selling Holders pursuant to this Agreement and by Persons entitled to exercise "piggy-back" registration rights pursuant to contractual commitments to "piggy-piggy- back" registration rights of the Issuer Company entered into prior to, and in existence on, the date hereof (pro rata based on the total amount of securities sought to be included by such Persons), (iii) third, provided that no securities sought to be included by the Selling Holders or such Persons have been excluded from such registration, securities of other Persons entitled to exercise "piggy- piggy-back" registration rights pursuant to contractual commitments entered into subsequent to the date hereof (pro rata based on the amount of securities sought to be registered by such Persons) and (iv) fourth, provided that no securities sought to be included by other Persons entitled to exercise "piggy-back" registration rights pursuant to such contractual commitments have been excluded from such registration, any securities which the Issuer Company proposes to register.