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

Priority in Piggy-Back Registrations. If (i) a registration --------------------------------------------------- pursuant to this Article III involves an underwritten offering of the securities being registered, whether or not for sale for the account of the Company, to be distributed (on a firm commitment basis) by or through one or more underwriters of recognized standing under underwriting terms appropriate for such a transaction, and (ii) the managing underwriter of such underwritten offering shall inform the Company and holders of the Registrable Securities requesting such registration by letter of its belief that the distribution of all or a specified number of such Registrable Securities concurrently with the securities being distributed by such underwriters would interfere with the successful marketing of the securities being distributed by such underwriters (such writing to state the basis of such belief and the approximate number of such Registrable Securities which may be distributed without such effect), then the Company may, upon written notice to all holders of such Registrable Securities, reduce pro rata (if and to the extent stated by such managing underwriter to be necessary to eliminate such effect) the number of such Registrable Securities and securities proposed to be sold by any Person (other than the Company or Persons with "demand" or similar registration rights that have requested such registration pursuant to a written agreement with the Company) the registration of which shall have been requested by each holder of Registrable Securities and each Person so that the resultant aggregate number of such Registrable Securities and securities proposed to be registered by other Persons so included in such registration shall be equal to the number of Shares of Common Stock stated in such managing underwriter's letter.

Priority in Piggy-Back Registrations. If the managing underwriter of any underwritten offering or, in the case of any offering that is not underwritten, a nationally recognized investment banking firm shall advise the Company (iand the Company shall in each case so advise each Selling Holder of Registrable Securities requesting registration of such advice in writing) that, in its opinion, the number or type of Registrable Securities requested to be included in such registration would materially adversely affect such offering or the market for the Company's securities, then the Company will include in such registration, to the extent of the number and type of securities which the Company is so advised can be sold in (or during the time of) such offering, first, all securities of the Company proposed by the Company to be sold for its own account, or, in the case of a registration --------------------------------------------------- secondary offering made pursuant to this Article III involves an underwritten offering demand registration rights granted to any Person other than a holder of Registrable Securities, all securities of the securities being registeredCompany that such Person proposes to sell; second, whether or not for sale all securities, if any (the "Principal Stockholders' Securities"), proposed by the Company to be sold for the account of the CompanyPrincipal Stockholders pursuant to the exercise of their piggy-back registration rights under the Principal Stockholders' Registration Rights agreement; third, to be distributed (on a firm commitment basis) by or through one or more underwriters of recognized standing under underwriting terms appropriate for such a transaction, and (ii) the managing underwriter of such underwritten offering shall inform the Company and holders of the Registrable Securities requesting such registration by letter of its belief that the distribution of all or a specified number of such Registrable Securities concurrently with the securities being distributed by such underwriters would interfere with the successful marketing of the securities being distributed by such underwriters (such writing to state the basis of such belief and the approximate number of such Registrable Securities which may be distributed without such effect), then the Company may, upon written notice to all holders of such Registrable Securities, reduce pro rata (if and to the extent stated by such managing underwriter any, requested to be necessary to eliminate such effect) the number of such Registrable Securities and securities proposed to be sold by any Person (other than the Company or Persons with "demand" or similar registration rights that have requested included in such registration pursuant to a written agreement with the Company) Timet Registration Rights Agreement (pro rata, based on the registration number of which shall have been Registrable Securities requested to be included by each holder thereunder); fourth, such Registrable Securities requested to be included in such registration pursuant to this Agreement (pro rata, based on the number of Registrable Securities requested to be included by each Selling Holder hereunder) among such Selling Holders; and fifth, all securities of the Company to be sold for the account of a Person other than a holder of Registrable Securities and each Person so that or Principal Stockholder Securities, as the resultant aggregate number of such Registrable Securities and securities proposed to be registered by other Persons so included in such registration shall be equal to the number of Shares of Common Stock stated in such managing underwriter's lettercase may be.

Priority in Piggy-Back Registrations. If (i) a registration --------------------------------------------------- pursuant to this Article III involves an underwritten offering of the securities being registered, whether or not for sale for the account of the Company, to be distributed (on a firm commitment basis) by or through one or more underwriters of recognized standing under underwriting terms appropriate for such a transaction, and (ii) the managing underwriter of such underwritten offering shall inform the Company and holders any of the Registrable Securities requesting such registration by letter of subject to a Piggy-Back Registration are to be sold in a firm commitment underwritten offering (as described in Section 4.1) and the managing underwriter or underwriters advise the Company in writing that, in its belief that or their opinion, the distribution of all or a specified total number of shares of Common Stock to be included in such registration, including the Registrable Securities concurrently with requested to be included pursuant to this Section 2.3, exceeds the securities being distributed by such underwriters would interfere with the successful marketing of the securities being distributed by such underwriters (such writing to state the basis of such belief and the approximate maximum number of such Registrable Securities which shares of Common Stock specified by the managing underwriter that may be distributed without materially and adversely affecting the price, timing or distribution of such effect)shares of Common Stock, then the Company mayshall include in such registration only such maximum number of Registrable Securities which, upon written notice to all holders in the reasonable opinion of such underwriter or underwriters, can be sold in the following order of priority: (i) first, all of the shares of Common Stock that the Company proposes to sell for its own account, (ii) second, the shares of Common Stock of any other person having a contractual right to have its shares included in such registration, and (iii) third, the Registrable SecuritiesSecurities of any Holder of Registrable Securities that are requested to be included in such Piggy-Back Registration. To the extent that shares of Common Stock to be included in the Piggy-Back Registration must be allocated among the Holder(s) of Registrable Securities pursuant to clause (iii) above, reduce such shares shall be allocated pro rata (if and to among the extent stated by such managing underwriter to be necessary to eliminate such effectapplicable Holder(s) of Registrable Securities based on the number of shares of Common Stock that such Registrable Securities and securities proposed to be sold by any Person (other than the Company or Persons with "demand" or similar registration rights that have requested such registration pursuant to a written agreement with the CompanyHolder(s) the registration of which shall have been requested by each holder of Registrable Securities and each Person so that the resultant aggregate number of such Registrable Securities and securities proposed shall have requested to be registered by other Persons so included in such registration shall be equal to the number of Shares of Common Stock stated in such managing underwriter's lettertherein.

Priority in Piggy-Back Registrations. If the managing underwriter of any underwritten offering or, in the case of any offering that is not underwritten, a nationally recognized investment banking firm shall advise the Company (iand the Company shall in each case so advise each Selling Holder of Registrable Securities requesting registration of such advice in writing) that, in its opinion, the number or type of Registrable Securities requested to be included in such registration would materially adversely affect such offering or the market for the Company's securities, then the Company will include in such registration, to the extent of the number and type of securities which the Company is so advised can be sold in (or during the time of) such offering, first, all securities of the Company proposed by the Company to be sold for its own account, or, in the case of a registration --------------------------------------------------- secondary offering made pursuant to this Article III involves an underwritten offering demand registration rights granted to any Person other than a holder of Registrable Securities, all securities of the securities being registeredCompany that such Person proposes to sell; second, whether or not for sale all securities, if any (the "Principal Stockholders' Securities"), proposed by the Company to be sold for the account of the CompanyPrincipal Stockholders pursuant to the exercise of their piggy-back registration rights under the Principal Stockholders' Registration Rights agreement; third, to be distributed (on a firm commitment basis) by or through one or more underwriters of recognized standing under underwriting terms appropriate for such a transaction, and (ii) the managing underwriter of such underwritten offering shall inform the Company and holders of the Registrable Securities requesting such registration by letter of its belief that the distribution of all or a specified number of such Registrable Securities concurrently with the securities being distributed by such underwriters would interfere with the successful marketing of the securities being distributed by such underwriters (such writing to state the basis of such belief and the approximate number of such Registrable Securities which may be distributed without such effect), then the Company may, upon written notice to all holders of such Registrable Securities, reduce pro rata (if and to the extent stated by such managing underwriter requested to be necessary to eliminate such effect) the number of such Registrable Securities and securities proposed to be sold by any Person (other than the Company or Persons with "demand" or similar registration rights that have requested included in such registration pursuant to a written agreement with this Agreement (pro rata, based on the Company) the registration number of which shall have been Registrable Securities requested to be included by each Selling Holder hereunder) among such Selling Holders; fourth, such Registrable Securities requested to be included in such registration pursuant to the Inco Registration Rights Agreement (pro rata, based on the number of Registrable Securities requested to be included by each holder thereunder); and fifth, all securities of the Company to be sold for the account of a Person other than a holder of Registrable Securities and each Person so that or Principal Stockholders' Securities, as the resultant aggregate number of such Registrable Securities and securities proposed to be registered by other Persons so included in such registration shall be equal to the number of Shares of Common Stock stated in such managing underwriter's lettercase may be.

Priority in Piggy-Back Registrations. If (i) a registration --------------------------------------------------- pursuant to this Article III Section 7 involves an underwritten offering of the securities so being registered, whether or not for sale for the account of the CompanyCompany or Weekly Reader, as applicable, the Company or Weekly Reader, as applicable, will, if requested by any Holder and subject to the provisions of this Section 7, use its reasonable efforts to arrange for such underwriters to include all the Registrable Securities to be offered and sold by such Holder among the securities to be distributed (on a firm commitment basis) by or through one or more underwriters of recognized standing under underwriting terms appropriate for such a transactionunderwriters. Notwithstanding anything to the contrary, and (ii) if the managing underwriter of such underwritten offering shall shall, in writing, inform the Company and holders of the Registrable Securities Holders requesting such registration by letter and the holders of any of the Company's or Weekly Reader's, as applicable, other securities which shall have exercised registration rights in respect of such underwritten offering of its belief that the distribution of all or a specified number of securities requested to be included in such Registrable Securities concurrently with the registration (including securities being distributed by such underwriters would interfere with the successful marketing of the securities being distributed by Company or Weekly Reader, as applicable, that are not Registrable Securities) is such underwriters (such writing as to state adversely affect the basis success of such belief and offering, including the approximate number of price at which such Registrable Securities which may securities can be distributed without sold in (or during the time of) such effect)offering, then the Company mayor Weekly Reader, upon written notice as applicable, will be required to all holders include in such registration statement only the amount of securities that it is so advised should be included in such Registrable Securitiesregistration. In such event, reduce pro rata (if and to x) in cases initially involving the extent stated by registration for sale of securities for the Company's or Weekly Reader's, as applicable, own account, securities shall be registered in such managing underwriter to be necessary to eliminate such effectoffering in the following order of priority: (i) first, the number of such Registrable Securities and securities proposed to be sold by any Person (other than that the Company or Persons with "demand" or similar registration rights Weekly Reader, as applicable, proposes to register, and (ii) second, the securities that have requested such registration pursuant to a written agreement with the Company) the registration of which shall have been requested to be included in such registration by each holder Holders and by Persons entitled to exercise "piggy-back" registration rights pursuant to contractual commitments of Registrable Securities and each Person so that the resultant aggregate number Company or Weekly Reader, as applicable, (PRO RATA on the amount of such Registrable Securities and securities proposed sought to be registered by other Persons so such Holders and Persons) and (y) in cases not initially involving the registration for sale of securities for the Company's or Weekly Reader's, as applicable, own account, securities shall be registered in such offering as follows: (i) first, the securities of any person whose exercise of a "demand" registration right pursuant to a contractual commitment of the Company or Weekly Reader, as applicable, is the basis for the registration (provided that if such person is a Holder, there shall be no priority as among Holders and Registrable Securities sought to be included by Holders shall be included PRO RATA based on the amount of securities sought to be registered by such persons), (ii) second, the securities that have been requested to be included in such registration shall by Holders and other persons entitled to exercise "piggy-back" registration rights pursuant to contractual commitments (PRO RATA based on the amount of securities sought to be equal registered by such Holders and persons) and (iii) third, the securities which the Company or Weekly Reader, as applicable, proposes to the number of Shares of Common Stock stated in such managing underwriter's letterregister.

Priority in Piggy-Back Registrations. If (i) a registration --------------------------------------------------- pursuant to this Article III Section 6 involves an underwritten offering of the securities so being registered, whether or not for sale for the account of the Company, the Company will, if requested by any Holder and subject to the provisions of this Section 6, use its reasonable efforts to arrange for such underwriters to include all the Registrable Securities to be offered and sold by such Holder among the securities to be distributed (on a firm commitment basis) by or through one or more underwriters of recognized standing under underwriting terms appropriate for such a transactionunderwriters. Notwithstanding anything to the contrary, and (ii) if the managing underwriter of such underwritten offering shall shall, in writing, inform the Company and holders of the Registrable Securities Holders requesting such registration by letter and the holders of any of the Company's other securities which shall have exercised registration rights in respect of such underwritten offering of its belief that the distribution of all or a specified number of securities requested to be included in such Registrable Securities concurrently with the registration (including securities being distributed by such underwriters would interfere with the successful marketing of the securities being distributed by Company that are not Registrable Securities) is such underwriters (such writing as to state adversely affect the basis success of such belief and offering, including the approximate number of price at which such Registrable Securities which may securities can be distributed without sold in (or during the time of) such effect)offering, then the Company maywill be required to include in such registration statement only the amount of securities that it is so advised should be included in such registration. In such event, upon written notice to all holders (x) in cases initially involving the registration for sale of securities for the Company's own account, securities shall be registered in such Registrable Securitiesoffering in the following order of priority: (i) first, reduce pro rata (if and to the extent stated by such managing underwriter to be necessary to eliminate such effect) the number of such Registrable Securities and securities proposed to be sold by any Person (other than that the Company or Persons with "demand" or similar registration rights proposes to register, and (ii) second, the securities that have requested such registration pursuant to a written agreement with the Company) the registration of which shall have been requested to be included in such registration by each holder Holders and by Persons entitled to exercise "piggy-back" registration rights pursuant to contractual commitments of Registrable Securities and each Person so that the resultant aggregate number Company (PRO RATA on the amount of such Registrable Securities and securities proposed sought to be registered by other Persons so such Holders and Persons) and (y) in cases not initially involving the registration for sale of securities for the Company's own account, securities shall be registered in such offering as follows: (i) first, the securities of any person whose exercise of a "demand" registration right pursuant to a contractual commitment of the Company is the basis for the registration (provided that if such person is a Holder, there shall be no priority as among Holders and Registrable Securities sought to be included by Holders shall be included PRO RATA based on the amount of securities sought to be registered by such persons), (ii) second, the securities that have been requested to be included in such registration shall by Holders and other persons entitled to exercise "piggy-back" registration rights pursuant to contractual commitments (PRO RATA based on the amount of securities sought to be equal registered by such Holders and persons) and (iii) third, the securities which the Company proposes to the number of Shares of Common Stock stated in such managing underwriter's letterregister.

Priority in Piggy-Back Registrations. If (i) a registration --------------------------------------------------- pursuant to this Article III Section 3 involves an underwritten offering of the securities so being registered, whether or not for sale for the account of the Company, the Company will, if requested by any Holder and subject to the provisions of this Section 3, use its reasonable efforts to arrange for such underwriters to include all the Registrable Securities to be offered and sold by such Holder among the securities to be distributed (on a firm commitment basis) by or through one or more underwriters of recognized standing under underwriting terms appropriate for such a transactionunderwriters. Notwithstanding anything to the contrary, and (ii) if the managing underwriter of such underwritten offering shall shall, in writing, inform the Company and holders of the Registrable Securities Holders requesting such registration by letter and the holders of any of the Company's other securities which shall have exercised registration rights in respect of such underwritten offering of its belief that the distribution of all or a specified number of securities requested to be included in such Registrable Securities concurrently with registration exceeds the number which can be sold in (or during the time of) such offering, then, in such event, (x) in cases initially involving the registration for sale of securities for the Company's own account, securities shall be registered in such offering in the following order of priority: (i) first, the securities being distributed that the Company proposes to register, (ii) second, the securities that have been requested to be registered pursuant to the Series A Registration Rights Agreement, (iii) third, the securities that have been requested to be included in such registration by Holders (pro rata on the amount of securities sought to be registered by such underwriters would interfere with the successful marketing of Holders), and (iv) fourth, the securities being distributed by such underwriters (such writing to state the basis of such belief and the approximate number of such Registrable Securities which may be distributed without such effect), then the Company may, upon written notice to all holders of such Registrable Securities, reduce pro rata (if and to the extent stated by such managing underwriter that have been requested to be necessary to eliminate included in such effect) the number of such Registrable Securities and securities proposed to be sold registration by any Person Persons (other than Holders) entitled to exercise "piggy-back" registration rights pursuant to contractual commitments of the Company or Persons with (pro rata 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 Company's own account, securities shall be registered in such offering as follows: (i) first, the securities of any person whose exercise of a "demand" or similar registration rights right pursuant to a contractual commitment of the Company is the basis for the registration (provided that if such person is a Holder, there shall be no priority as among Holders and Warrant Shares sought to be included by Holders shall be included pro rata based on the amount of securities sought to be registered by such persons), (ii) second, the securities that have been requested to be included in such registration pursuant to a written agreement with the CompanySeries A Registration Rights Agreement, (iii) third, the registration of which shall securities that have been requested to be included in such registration by each holder Holders (pro rata on the amount of Registrable Securities and each Person so that the resultant aggregate number of such Registrable Securities and securities proposed sought to be registered by such Holders), (iv) fourth, securities of other Persons so included in persons entitled to exercise "piggy-back" registration rights pursuant to contractual commitments (pro rata based on the amount of securities sought to be registered by such registration shall be equal persons) and (v) fifth, the securities which the Company proposes to the number of Shares of Common Stock stated in such managing underwriter's letterregister.

Priority in Piggy-Back Registrations. If (i) a registration --------------------------------------------------- pursuant to this Article III Section 6(c) involves an underwritten offering of the securities so being registered, whether or not for sale for the account of the CompanyAMRE, to be distributed (on a firm commitment basis) by or through one or more underwriters underwriters, whether or not the Registrable Securities so requested to be registered for sale for the account of recognized standing under underwriting terms appropriate for any of the Signatory Stockholders are also to be included in such a transactionunderwritten offering, and (ii) the managing underwriter of such underwritten offering shall inform the Company in writing AMRE and holders each of the Signatory Stockholders who have requested registration of any Registrable Securities requesting such registration by letter of its belief that the distribution of all or a specified number of securities requested to be included in such Registrable Securities concurrently with registration exceeds the securities being distributed by number which can be sold in (or during the time of) such underwriters would interfere with the successful marketing of the securities being distributed by such underwriters (such writing to state the basis of such belief and the approximate number of such Registrable Securities which may be distributed without such effect)offering, then the Company may, upon written notice to AMRE may include in such offering all holders of such Registrable Securities, reduce pro rata (if and to the extent stated securities proposed by such managing underwriter AMRE to be necessary to eliminate such effect) the number of such Registrable Securities sold for its own account and all securities proposed to be sold by any Person (other than the Company or Persons with "demand" or similar holders of AMRE securities exercising demand registration rights that have requested such registration pursuant to a written agreement with (if any) and may decrease the Company) the registration of which shall have been requested by each holder number of Registrable Securities and each Person so other securities of AMRE that the resultant aggregate number of such Registrable Securities and securities proposed are requested to be registered by other Persons so included in such registration shall by decreasing the Registrable Securities requested to be equal to included in such registration (pro rata among all the holders of Registrable Securities requesting such registration on the basis of the number of Shares shares of Common Stock stated such securities held by such holder immediately prior to the filing of the registration statement with respect to such registration). AMRE shall not be required under this Section 6(c) to include any of the Registrable Securities in such managing underwriter's letterunderwriting unless the Signatory Stockholder owning such Registrable Securities accepts the terms of the underwriting as determined by AMRE and the underwriters selected by AMRE.

Priority in Piggy-Back Registrations. If (i) a registration --------------------------------------------------- pursuant to this Article III involves an underwritten offering of the securities being registered, whether or not for sale for the account of the Company, to be distributed (on a firm commitment basis) by or through one or more underwriters of recognized standing under underwriting terms appropriate for such a transaction, and (ii) the managing underwriter of such underwritten offering shall inform the Company and holders of the Registrable Securities requesting such registration by letter of its belief that the distribution of all or a specified number of such Registrable Securities concurrently with the securities being distributed by such underwriters would interfere with the successful marketing of the securities being distributed by such underwriters (such writing to state the basis of such belief and the approximate number of such Registrable Securities which may be distributed without such effect), then the Company may, upon written notice to all holders of such Registrable Securities, reduce pro rata (if and to the extent stated by such managing underwriter to be necessary to eliminate such effect) the number of such Registrable Securities and securities proposed to be sold by any Person (other than the Company or Persons with "demand" or similar registration rights that have requested such registration pursuant to a written agreement with the Company) the registration of which shall have been requested by each holder of Registrable Securities and each Person so that the resultant aggregate number of such Registrable Securities and securities proposed to be registered by other Persons so included in such registration shall be equal to the number of Shares of Common Stock Units stated in such managing underwriter's letter.

Priority in Piggy-Back Registrations. If (i) a registration --------------------------------------------------- pursuant to this Article III Section 3 involves an underwritten offering of the securities so being registered, whether or not for sale for the account of the Company, the Company will, if requested by any Holder and subject to the provisions of this Section 3, use its reasonable efforts to arrange for such underwriters to include all the Registrable Securities to be offered and sold by such Holder among the securities to be distributed (on a firm commitment basis) by or through one or more underwriters of recognized standing under underwriting terms appropriate for such a transactionunderwriters. Notwithstanding anything to the contrary, and (ii) if the managing underwriter of such underwritten offering shall shall, in writing, inform the Company and holders of the Registrable Securities Holders requesting such registration by letter and the holders of any of the Company's other securities which shall have exercised registration rights in respect of such underwritten offering of its belief that the distribution of all or a specified number of securities requested to be included in such Registrable Securities concurrently with registration exceeds the number which can be sold in (or during the time of) such offering, then, the Company will be required to include in such registration statement only the amount of securities that 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 Company's own account, securities shall be registered in such offering in the following order of priority: (i) first, the securities being distributed by such underwriters would interfere with that the successful marketing of Company proposes to register, (ii) second, the securities being distributed by such underwriters (such writing to state the basis of such belief and the approximate number of such Registrable Securities which may be distributed without such effect), then the Company may, upon written notice to all holders of such Registrable Securities, reduce pro rata (if and to the extent stated by such managing underwriter to be necessary to eliminate such effect) the number of such Registrable Securities and securities proposed to be sold by any Person (other than the Company or Persons with "demand" or similar registration rights that have requested such registration pursuant to a written agreement with the Company) the registration of which shall have been requested to be included in such registration by each holder Management Stockholders and Warrant Holders (pro rata on the amount of Registrable Securities and each Person so that the resultant aggregate number of such Registrable Securities and securities proposed sought to be registered by other Persons so such Holders and Management Holders), and (iii) third, the securities that have been requested to be included in such registration by Persons (other than Management Stockholders and Warrant Holders) entitled to exercise "piggy-back" registration rights pursuant to contractual commitments of the Company (pro rata 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 Company's own account, securities shall be equal to the number of Shares of Common Stock stated registered in such managing underwriter's letteroffering as follows: (i) first, the securities of any person whose exercise of a "demand" registration right pursuant to a contractual commitment of the Company is the basis for the registration (provided that if such person is a Holder, there shall be no priority as among Holders and securities sought to be included by Holders shall be included pro rata based on the amount of securities sought to be registered by such persons), (ii) second, the securities that have been requested to be included in such registration by Holders and Warrant Holders (pro rata on the amount of securities sought to be registered by such Holders and Warrant Holders), (iii) third, securities of other persons entitled to exercise "piggy-back" registration rights pursuant to contractual commitments (pro rata based on the amount of securities sought to be registered by such persons) and (iv) fourth, the securities which the Company proposes to register.

Priority in Piggy-Back Registrations. If (i) a registration --------------------------------------------------- pursuant ------------------------------------ to this Article III Section 6 involves an underwritten offering of the securities so being registered, whether or not for sale for the account of the Company, the Company will, if requested by any Holder and subject to the provisions of this Section 6, use its reasonable efforts to arrange for such underwriters to include all the Registrable Securities to be offered and sold by such Holder among the securities to be distributed (on a firm commitment basis) by or through one or more underwriters of recognized standing under underwriting terms appropriate for such a transactionunderwriters. Notwithstanding anything to the contrary, and (ii) if the managing underwriter of such underwritten offering shall shall, in writing, inform the Company and holders of the Registrable Securities Holders requesting such registration by letter and the holders of any of the Company's other securities which shall have exercised registration rights in respect of such underwritten offering of its belief that the distribution of all or a specified number of securities requested to be included in such Registrable Securities concurrently with registration exceeds the securities being distributed by number which can be sold in (or during the time of) such underwriters would interfere with the successful marketing of the securities being distributed by such underwriters (such writing to state the basis of such belief and the approximate number of such Registrable Securities which may be distributed without such effect)offering, then the Company maywill be required to include in such registration statement only the amount of securities that it is so advised should be included in such registration. In such event, upon written notice to all holders (x) in cases initially involving the registration for sale of securities for the Company's own account, securities shall be registered in such Registrable Securitiesoffering in the following order of priority: (i) first, reduce pro rata (if and to the extent stated by such managing underwriter to be necessary to eliminate such effect) the number of such Registrable Securities and securities proposed to be sold by any Person (other than that the Company or Persons with "demand" or similar registration rights proposes to register, and (ii) second, the securities that have requested such registration pursuant to a written agreement with the Company) the registration of which shall have been requested to be included in such registration by each holder Holders and by Persons entitled to exercise "piggy-back" registration rights pursuant to contractual commitments of Registrable Securities and each Person so that the resultant aggregate number Company (pro rata on the amount of such Registrable Securities and securities proposed sought to be registered by other Persons so --- ---- such Holders and Persons) and (y) in cases not initially involving the registration for sale of securities for the Company's own account, securities shall be registered in such offering as follows: (i) first, the securities of any person whose exercise of a "demand" registration right pursuant to a contractual commitment of the Company is the basis for the registration (provided that if such person is a Holder, there shall be no priority as among Holders and Warrant Shares sought to be included by Holders shall be included pro rata based on the amount of securities sought to be registered by such --- ---- persons), (ii) second, the securities that have been requested to be included in such registration shall by Holders and other persons entitled to exercise "piggy-back" registration rights pursuant to contractual commitments (pro rata based on the --- ---- amount of securities sought to be equal registered by such Holders and persons) and (iii) third, the securities which the Company proposes to the number of Shares of Common Stock stated in such managing underwriter's letterregister.

Priority in Piggy-Back Registrations. If (i) a registration --------------------------------------------------- pursuant to this Article III Section 3 involves an underwritten offering of the securities so being registered, 8 whether or not for sale for the account of the Company, the Company will, if requested by any Holder and subject to the provisions of this Section 3, use its reasonable efforts to arrange for such underwriters to include all the Registrable Securities to be offered and sold by such Holder among the securities to be distributed (on a firm commitment basis) by or through one or more underwriters of recognized standing under underwriting terms appropriate for such a transactionunderwriters. Notwithstanding anything to the contrary, and (ii) if the managing underwriter of such underwritten offering shall shall, in writing, inform the Company and holders of the Registrable Securities Holders requesting such registration by letter and the holders of any of the Company's other securities which shall have exercised registration rights in respect of such underwritten offering of its belief that the distribution of all or a specified number of securities requested to be included in such Registrable Securities concurrently with registration exceeds the securities being distributed by number which can be sold in (or during the time of) such underwriters would interfere with the successful marketing of the securities being distributed by such underwriters (such writing to state the basis of such belief and the approximate number of such Registrable Securities which may be distributed without such effect)offering, then the Company maywill be required to include in such registration statement only the amount of securities that it is so advised should be included in such registration. In such event, upon written notice to all holders (x) in cases initially involving the registration for sale of securities for the Company's own account, securities shall be registered in such Registrable Securitiesoffering in the following order of priority: (i) first, reduce pro rata (if and to the extent stated by such managing underwriter to be necessary to eliminate such effect) the number of such Registrable Securities and securities proposed to be sold by any Person (other than that the Company or Persons with "demand" or similar registration rights proposes to register, (ii) second, the securities that have requested such registration pursuant to a written agreement with the Company) the registration of which shall have been requested to be included in such registration by each holder Holders and Management Holders (pro rata on the amount of Registrable Securities and each Person so that the resultant aggregate number of such Registrable Securities and securities proposed sought to be registered by other Persons so such Holders and Management Holders), and (iii) third, the securities that have been requested to be included in such registration by Persons (other than Holders and Management Holders) entitled to exercise "piggy-back" registration rights pursuant to contractual commitments of the Company (pro rata 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 Company's own account, securities shall be equal to the number of Shares of Common Stock stated registered in such managing underwriter's letteroffering as follows: (i) first, the securities of any person whose exercise of a "demand" registration right pursuant to a contractual commitment of the Company is the basis for the registration (provided that if such person is a Holder, there shall be no priority as among Holders and Warrant Shares sought to be included by Holders shall be included pro rata based on the amount of securities sought to be registered by such persons), (ii) second, the securities that have been requested to be included in such registration by Holders and Management Holders (pro rata on the amount of securities sought to be registered by such Holders and Management Holders), (iii) third, securities of other persons entitled to exercise "piggy-back" registration rights pursuant to contractual commitments (pro rata based on the amount of securities sought to be registered by such persons) and (iv) fourth, the securities which the Company proposes to register.

Priority in Piggy-Back Registrations. If (i) a registration --------------------------------------------------- pursuant to this Article III Section 6 involves an underwritten offering of the securities so being registered, whether or not for sale for the account of the Company, the Company will, if requested by any Holder and subject to the provisions of this Section 6, use its reasonable efforts to arrange for such underwriters to include all the Registrable Securities to be offered and sold by such Holder among the securities to be distributed (on a firm commitment basis) by or through one or more underwriters of recognized standing under underwriting terms appropriate for such a transactionunderwriters. Notwithstanding anything to the contrary, and (ii) if the managing underwriter of such underwritten offering shall shall, in writing, inform the Company and holders of the Registrable Securities Holders requesting such registration by letter and the holders of any of the Company's other securities which shall have exercised registration rights in respect of such underwritten offering of its belief that the distribution of all or a specified number of securities requested to be included in such Registrable Securities concurrently with the registration (including securities being distributed by such underwriters would interfere with the successful marketing of the securities being distributed by Company that are not Registrable Securities) is such underwriters (such writing as to state adversely affect the basis success of such belief and offering, including the approximate number of price at which such Registrable Securities which may securities can be distributed without sold in (or during the time of) such effect)offering, then the Company maywill be required to include in such registration statement only the amount of securities that it is so advised should be included in such registration. In such event, upon written notice to all holders (x) in cases initially involving the registration for sale of securities for the Company's own account, securities shall be registered in such Registrable Securitiesoffering in the following order of priority: (i) first, reduce pro rata (if and to the extent stated by such managing underwriter to be necessary to eliminate such effect) the number of such Registrable Securities and securities proposed to be sold by any Person (other than that the Company or Persons with "demand" or similar registration rights proposes to register, and (ii) second, the securities that have requested such registration pursuant to a written agreement with the Company) the registration of which shall have been requested to be included in such registration by each holder Holders and by Persons entitled to exercise "piggy-back" registration rights pursuant to contractual commitments of Registrable Securities and each Person so that the resultant aggregate number Company (pro rata on the amount of such Registrable Securities and securities proposed sought to be registered by other Persons so such Holders and Persons) and (y) in cases not initially involving the registration for sale of securities for the Company's own account, securities shall be registered in such offering as follows: (i) first, the securities of any person whose exercise of a "demand" registration right pursuant to a contractual commitment of the Company is the basis for the registration (provided that if such person is a Holder, there shall be no priority as among Holders and Registrable Securities sought to be included by Holders shall be included pro rata based on the amount of securities sought to be registered by such persons), (ii) second, the securities that have been requested to be included in such registration shall by Holders and other persons entitled to exercise "piggy-back" registration rights pursuant to contractual commitments (pro rata based on the amount of securities sought to be equal registered by such Holders and persons) and (iii) third, the securities which the Company proposes to the number of Shares of Common Stock stated in such managing underwriter's letterregister.

Priority in Piggy-Back Registrations. If (i) a registration --------------------------------------------------- pursuant to this Article III involves an underwritten offering of the securities being registered, whether or not for sale for the account of the Company, to be distributed (on a firm commitment basis) by or through one or more underwriters of recognized standing under underwriting terms appropriate for such a transaction, and (ii) the managing underwriter of such underwritten offering shall inform the Company and holders of the Registrable Securities requesting such registration by letter of its belief that the distribution of all or a specified number of such Registrable Securities concurrently with the securities being distributed by such underwriters would interfere with the successful marketing of the securities being distributed by such underwriters (such writing to state the basis of such belief and the approximate number of such Registrable Securities which may be distributed without such effect), then the Company may, upon written notice to all holders of such Registrable Securities, reduce pro rata (if and to the extent stated by such managing underwriter to be necessary to eliminate such effect) the number of such Registrable Securities and securities proposed to be sold by any Person (person other than the Company or Persons with "demand" or similar registration rights that have requested such registration pursuant to a written agreement with the Company) the registration of which shall have been requested by each holder of Registrable Securities and each Person person other than the Company so that the resultant aggregate number of such Registrable Securities and securities proposed to be registered by other Persons so included in such registration shall be equal to the number of Shares of Common Stock shares stated in such managing underwriter's letter.

Priority in Piggy-Back Registrations. If (i) a registration --------------------------------------------------- pursuant to this Article III Section 2.2 involves an underwritten offering of the securities so being registered, whether or not for sale for the account of the Company, registered to be distributed (on a firm commitment basis) by or through one or more underwriters of recognized standing under underwriting terms appropriate for such a transaction, and (ii) the managing underwriter of such underwritten offering shall inform the Company and holders of the Holder's Representative (if any Registrable Securities requesting Shares held by the Holder have been requested to be included in such registration underwritten offering) by letter of its belief that the distribution of all or a specified number of such the Registrable Securities Shares requested to be included concurrently with the securities being distributed by such underwriters would interfere with the successful marketing of the securities being distributed by such underwriters (such writing to state the basis of such belief and the approximate number of such the Registrable Securities Shares requested to be included which may be distributed without such effect), then the Company may, upon written notice to all holders of such Registrable Securitiesthe Holder's Representative, reduce pro rata (if and to the extent stated by such managing underwriter to be necessary to eliminate such effect) the number of such the Registrable Securities and securities proposed Shares, if any, requested to be sold by any Person (other than the Company or Persons with "demand" or similar registration rights that have requested such registration pursuant to a written agreement with the Company) the registration of which shall have been requested by each holder of Registrable Securities and each Person included so that the resultant aggregate number of such the Registrable Securities and securities proposed Shares requested to be registered by other Persons so included that will be included in such registration shall be equal to the number of Shares of Common Stock shares stated in such managing underwriter's letter.; provided, however, that the priority in such registration shall be subject to the following restriction. The parties who received Common Stock of the Company are divided into two classes: (1) former creditors, and (ii) former stockholders of the Seller. See Attachment 1 hereto. To the extent that there is a limit on the number of shares that can be registered, such shares shall be registered in

Priority in Piggy-Back Registrations. If (i) a registration --------------------------------------------------- pursuant to this Article III SECTION 2 involves an underwritten offering of the securities so being registered, whether or not for sale for the account of the Company, the Company will, if requested by any Holder and subject to the provisions of this SECTION 2, use its reasonable best efforts to arrange for such underwriters to include all the Registrable Shares to be offered and sold by such Holder among the securities to be distributed (on a firm commitment basis) by or through one or more underwriters of recognized standing under underwriting terms appropriate for such a transactionunderwriters. Notwithstanding anything to the contrary, and (ii) if the managing underwriter or underwriters of such underwritten offering shall shall, in writing, inform the Company and holders of the Registrable Securities Holders requesting such registration by letter and the holders of any of the Company's other securities which shall have exercised registration rights in respect of such underwritten offering of its belief that the distribution of all or a specified number of securities requested to be included in such Registrable Securities concurrently with registration exceeds the securities being distributed by number which can be sold in (or during the time of) such underwriters would interfere with the successful marketing of the securities being distributed by such underwriters (such writing to state the basis of such belief and the approximate number of such Registrable Securities which may be distributed without such effect)offering, then the Company maywill be required to include in such registration statement only the amount of securities that it is so advised should be included in such registration. In such event securities shall be registered in such offering in the following order of priority: (i) first, upon written notice to all holders of such Registrable Securities, reduce pro rata (if and to the extent stated by such managing underwriter to be necessary to eliminate such effect) the number of such Registrable Securities and securities proposed to be sold by any Person (other than that the Company or Persons with "demand" or similar registration rights proposes to register and the securities that have requested such registration pursuant to a written agreement with the Company) the registration of which shall have been requested to be included in such registration by each holder such Holders (PRO RATA on the amount of Registrable Securities and each Person so that the resultant aggregate number of such Registrable Securities and securities proposed sought to be registered by other Persons so the Company and such Holders) and (ii) second, the securities that have been requested to be included in such registration shall by Persons (other than Holders) entitled to exercise "piggy-back" registration rights pursuant to contractual commitments of the Company (PRO RATA on the amount of securities sought to be equal registered by such other Persons). The Company hereby agrees that it will not grant any registration rights to any other Person which would give such Person priority senior to, or on parity with, the number priority of Shares of Common Stock stated in such managing underwriter's letterthe Holders set forth above.

Priority in Piggy-Back Registrations. If (i) a registration --------------------------------------------------- pursuant to this Article III Section 3 involves an underwritten offering of the securities so being registered, whether or not for sale for the account of the Company, the Company will, if requested by any Holder and subject to the provisions of this Section 3, use its reasonable efforts to arrange for such underwriters to include all the Registrable Securities to be offered and sold by such Holder among the securities to be distributed (on a firm commitment basis) by or through one or more underwriters of recognized standing under underwriting terms appropriate for such a transactionunderwriters. Notwithstanding anything to the contrary, and (ii) if the managing underwriter of such underwritten offering shall shall, in writing, inform the Company and holders of the Registrable Securities Holders requesting such registration by letter and the holders of any of the Company's other securities which shall have exercised registration rights in respect of such underwritten offering of its belief that the distribution of all or a specified number of securities requested to be included in such Registrable Securities concurrently with registration exceeds the number which can be sold in (or during the time of) such offering, then, in such event, (x) in cases initially involving the registration for sale of securities for the Company's own account, securities shall be registered in such offering in the following order of priority: (i) first, the securities being distributed by such underwriters would interfere with that the successful marketing of Company proposes to register, and (ii) second, the securities being distributed by such underwriters (such writing to state the basis of such belief and the approximate number of such Registrable Securities which may be distributed without such effect), then the Company may, upon written notice to all holders of such Registrable Securities, reduce pro rata (if and to the extent stated by such managing underwriter to be necessary to eliminate such effect) the number of such Registrable Securities and securities proposed to be sold by any Person (other than the Company or Persons with "demand" or similar registration rights that have requested such registration pursuant to a written agreement with the Company) the registration of which shall have been requested to be included in such registration by each holder Holders (pro rata on the amount of Registrable Securities and each Person so that the resultant aggregate number of such Registrable Securities and securities proposed sought to be registered by other Persons so such Holders), and (iii) third, the securities that have been requested to be included in such registration shall by Persons (other than Holders) entitled to exercise "piggy-back" registration rights pursuant to contractual commitments of the Company (pro rata on the amount of securities sought to be equal to registered by such Persons); and (y) in cases not initially involving the number of Shares of Common Stock stated in such managing underwriter's letter.registration for sale of

Priority in Piggy-Back Registrations. If (i) a registration --------------------------------------------------- pursuant to this Article III Section 2.1 involves an underwritten offering of the securities being registered, whether or not for sale for the account of the Company, to be distributed (on a firm commitment basis) by or through one or more underwriters of recognized standing under underwriting terms appropriate for such a transactionoffering, and (ii) the managing underwriter (or, in the case of such underwritten an offering that is not underwritten, a nationally recognized investment banking firm) shall inform advise the Company and holders in writing (with a copy to each holder of the Registrable Securities requesting registration thereof) that, in its opinion, the number of securities requested and otherwise proposed to be included in such registration by letter of its belief that exceeds the distribution of all or a specified number of which can be sold in such Registrable Securities concurrently with offering without materially and adversely affecting the securities being distributed by such underwriters would interfere with the successful marketing of the securities being distributed by such underwriters (such writing to state the basis of such belief and the approximate number of such Registrable Securities which may be distributed without such effect)offering price, then the Company may, upon written notice to all holders of shall include in such Registrable Securities, reduce pro rata (if and registration to the extent stated by such managing underwriter to be necessary to eliminate such effect) of the number of which the Company is so advised can be sold in such Registrable Securities and securities offering without such material adverse effect: first, the securities, if any, proposed to be sold by the Company for its own account; second, to the extent that the number of securities which the Company proposes to sell for its own account pursuant to such offering is less than the number of securities which the Company has been advised can be sold in such offering without having the material adverse effect referred to above, any Person Qualified Securities requested to be included in such registration by Conpress; third, to the extent that the number of securities which the Company proposes to sell for its own account pursuant to such offering together with those securities included in such offering pursuant to clause second is less than the number of shares which the Company has been advised can be sold in such offering without having the material adverse effect referred to above, any Registrable Securities proposed to be sold by each holder (other than Conpress) pursuant to Section 2.1, pro rata among such holders, on the basis of the number of securities registered to be included by such holders; and fourth, to the extent that the number of securities which the Company or Persons with "demand" or similar registration rights that have requested such registration proposes to sell for its own account pursuant to a written agreement such offering together with those securities included in such offering pursuant to clause second and third is less than the Company) the registration of which shall have been requested by each holder of Registrable Securities and each Person so that the resultant aggregate number of shares which the Company has been advised can be sold in such Registrable Securities and offering without having the material adverse effect referred to above, any securities initially proposed to be registered by the Company for the accounts of other Persons so pursuant to the exercise of demand registration rights (if any) if such securities must be included to prevent a breach of any applicable registration rights agreement between the Company and such other Person, but only in such registration shall be equal amount and to the number of Shares of Common Stock stated in extent required by such managing underwriter's letteragreement.

Priority in Piggy-Back Registrations. If (i) a registration --------------------------------------------------- pursuant to this Article III Section 2.2 involves an underwritten offering of the securities so being registered, whether or not for sale for the account of the Company, registered to be distributed (on a firm commitment basis) by or through one or more underwriters of recognized standing under underwriting terms appropriate for such a transaction, and (ii) the managing underwriter of such underwritten offering shall inform the Company and holders of the Holder (if any Registrable Securities requesting Shares held by the Holder have been requested to be included in such registration underwritten offering) by letter of its belief that the distribution of all or a specified number of such the Registrable Securities Shares requested to be included concurrently with the securities being distributed by such underwriters would interfere with the successful marketing of the securities being distributed by such underwriters (such writing to state the basis of such belief and the approximate number of such the Registrable Securities Shares requested to be included which may be distributed without such effect), then the Company may, upon written notice to all holders of such Registrable Securitiesthe Holder, reduce pro rata (if and to the extent stated by such managing underwriter to be necessary to eliminate such effect) the number of such the Registrable Securities and securities proposed Shares, if any, requested to be sold by any Person (other than the Company or Persons with "demand" or similar registration rights that have requested such registration pursuant to a written agreement with the Company) the registration of which shall have been requested by each holder of Registrable Securities and each Person included so that the resultant aggregate number of such the Registrable Securities and securities proposed Shares requested to be registered by other Persons so included that will be included in such registration shall be equal to the number of Shares of Common Stock shares stated in such managing underwriter's letter; provided, however, that the priority in such registration shall be as follows, (i) first, securities offered for the account of the Company or, if such registration is for a security holder exercising a contractual request for registration, then securities offered for the account of such security holder, and (ii) second, the Registrable Shares on a proportional basis.

Priority in Piggy-Back Registrations. If (i) a registration --------------------------------------------------- pursuant to this Article III involves an underwritten offering of the securities being registered, whether or not for sale for the account of the Company, to be distributed (on a firm commitment basis) by or through one or more underwriters of recognized standing under underwriting terms appropriate for such a transaction, and (ii) the managing underwriter of such underwritten offering shall inform the Company and holders of the Registrable Securities requesting such registration by letter of its belief that the distribution of all or a specified number of such Registrable Securities concurrently with the securities being distributed by such underwriters would interfere with the successful marketing of the securities being distributed by such underwriters (such writing to state the basis of such belief and the approximate number of such Registrable Securities which may be distributed without such effect), then the Company maywill 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 Company's own account, securities shall be registered in such offering in the following order of priority: (i) first, the securities which the Company proposes to register, (ii) second, Registrable Securities other than Registrable Securities issued or issuable upon written notice to all holders conversion of such Registrable Securities, reduce Piggyback Stock (pro rata (if and to on the extent stated by such managing underwriter to be necessary to eliminate such effect) the number amount of such Registrable Securities and securities proposed to be sold by any Person (other than the Company or Persons with "demand" or similar registration rights that have requested such registration pursuant to a written agreement with the Company) the registration of which shall have been requested by each holder of Registrable Securities and each Person so that the resultant aggregate number of such Registrable Securities and securities proposed sought to be registered by other Persons so such Persons), and (iii) third, the securities which have been requested to be included in such registration by Persons (including holders of Registrable Securities issued or issuable upon conversion of Piggyback Stock) entitled to exercise "piggy-back" registration rights pursuant to contractual commitments of the Company (pro rata 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 Company's own account, securities shall be equal to the number of Shares of Common Stock stated registered in such managing underwriter's letteroffering 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 Company is the basis for the registration, (ii) second, Registrable Securities other than Registrable Securities issued or issuable upon conversion of Piggyback Stock (pro rata on the amount of securities sought to be registered by such Persons), (iii) third, the securities which have been requested to be included in such registration by Persons (including holders of Registrable Securities issued or issuable upon conversion of Piggyback Stock) entitled to exercise "piggy-back" registration rights pursuant to contractual commitments of the Company (pro rata on the amount of securities sought to be registered by such Persons), and (iv) fourth, the securities which the Company proposes to register.