Common use of Priority in Piggyback Registration Clause in Contracts

Priority in Piggyback Registration. In a registration pursuant to Section 2.2 hereof involving an underwritten offering, if the managing underwriter or underwriters of such underwritten offering have informed, in writing, the 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 Company, 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 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 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, and (ii) second, the securities which have been requested to be included in such registration by Persons 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 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 Company is the basis for the registration (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, 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 (iii) third, the securities which the 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 (a "Withdrawal Election"); provided, however, that a Withdrawal Election shall be irrevocable and, after making a Withdrawal Election, a Selling Holder

Priority in Piggyback Registration. In a registration The Company will have the right to determine the aggregate size of each offering pursuant to Section 2.2 hereof involving an underwritten a Piggyback Registration and to limit the number of Registrable Securities to be included in that offering without reducing the number of shares of Common Stock to be offered by the Company in that offering, as follows: (i) if the lead managing underwriter or underwriters of such underwritten offering have informed, in writing, selected by the Company and for that offering (or, if that offering will not be underwritten, a financial advisor to the Selling Holders requesting inclusion in such offering Company) determines that in such underwriter's marketing factors render necessary or underwriters' opinion advisable a limitation on the total number of securities which the Company, the Selling Holders and any other Persons desiring Registrable Securities to participate be included in such registration intend to include in such offering is such as to adversely affect the success of such that offering, including the price at which such securities can be sold, then the Company will be required to include in that offering only such registration only number of Registrable Securities, if any, as that lead managing underwriter (or financial advisor, as the amount of securities which it is so advised should be included in such registration. In such event: case may be) believes (x) in cases initially involving the registration for sale of securities for as evidenced by its written advice to the Company's own account, securities shall be registered in such ) will not jeopardize the success of the primary offering in by the following order of priority: (i) first, the securities which the Company proposes to register, Company; and (ii) secondif the Company limits the number of Registrable Securities that Requesting Holders may have included in any offering pursuant to clause (i), but does not exclude all Registrable Securities from that offering, the securities which have been requested maximum number of Registrable Securities to be included in such registration by Persons entitled to exercise "piggy-back" registration rights pursuant to contractual commitments that offering on behalf of each of those Requesting Holders will be the Company product of (pro rata on A) 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 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 (provided that if such Person is a Holder of Registrable Securities, as among Holders number of Registrable Securities there shall be no priority and Registrable Securities sought that Requesting Holder has specified in its Request Notice relating to be included that offering multiplied by Holders (B) the fraction the numerator of which is the number of Registrable Securities shall be included pro rata based on the amount of securities sought to be registered by such Persons), (ii) second, 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 (iii) third, the securities which that the Company proposes to register. If, as a result of has determined (in accordance with the foregoing provisions of this Section 2.2(b3(b), any Selling Holder shall not ) may be entitled to include all included in that offering and the denominator of which is the aggregate number of Registrable Securities all those Requesting Holders have specified in a Piggy-Back Registration their Request Notices relating to 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 (a "Withdrawal Election"); provided, however, that a Withdrawal Election shall be irrevocable and, after making a Withdrawal Election, a Selling Holderoffering.

Priority in Piggyback Registration. In a registration pursuant to Section 2.2 hereof involving an underwritten offering, if the managing underwriter or underwriters of such underwritten offering have informed, in writing, the 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 Company, 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 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 Company's own account, securities shall be registered in such offering in the following order of priority: (i) firstFIRST, the securities which the Company proposes to register, and (ii) secondSECOND, the securities which have been requested to be included in such registration by Persons 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 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 Company is the basis for the registration (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, securities of other persons entitled to exercise "piggy-back" registration rights pursuant to contractual commitments (pro rata PRO RATA based on the amount of securities sought to be registered by such persons) and (iii) thirdTHIRD, the securities which the 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 (a "Withdrawal ElectionWITHDRAWAL ELECTION"); providedPROVIDED, howeverHOWEVER, that a Withdrawal Election shall be irrevocable and, after making a Withdrawal Election, a Selling HolderHolder shall no longer have any right to include Registrable Securities in the registration as to which such Withdrawal Election was made.

Priority in Piggyback Registration. In If a registration pursuant to Section 2.2 hereof involving Piggyback Registration involves an underwritten offeringUnderwritten Offering (on a firm commitment basis), if and the sole or the lead managing underwriter or underwriters Underwriter, as the case may be, of such underwritten Underwritten Offering shall advise the Company in writing (with a copy to each Buyer requesting registration) on or before the date five (5) days prior to the date then scheduled for such offering have informedthat, in writingits opinion, the 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 Company, 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 Company will be required to include in such registration only the amount of securities which it is so advised should (including Registrable Securities) requested to be included in such registration. In such event: (x) in cases initially involving registration exceeds the registration for sale of securities for the Company's own account, securities shall amount which can be registered sold in such offering without materially interfering with the successful marketing of the securities being offered (such writing to state the basis of such opinion and the approximate number of such securities which may be included in such offering without such effect), the following order Company shall include in such registration, to the extent of priority: the number which the Company is so advised may be included in such offering without such effect, (iA) first, the securities which that the Company proposes to registerregister for its own account, and (iiB) second, the securities which have been Registrable Securities requested to be included in such registration by Persons entitled all Buyers, allocated pro rata in proportion to exercise "piggy-back" the number of Registrable Securities requested to be included in such registration rights pursuant to contractual commitments by each of them, and (C) third, other securities of the Company to be registered on behalf of any other Person; provided, that in the event the Company will not, by virtue of this provision, include in any such registration all of the Registrable Securities of any Buyer requested to be included in such registration, such Buyer may, upon written notice to the Company given within three (pro rata on 3) days of the time such Buyer first is notified of such matter, reduce the amount of securities sought Registrable Securities it desires 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 have included in such offering in registration, whereupon only 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 (provided that if such Person is a Holder of Registrable Securities, as among Holders if any, it desires to have included will be so included and the Buyers not so reducing shall be entitled to a corresponding increase in the amount 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, 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 (iii) third, the securities which the 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 (a "Withdrawal Election"); provided, however, that a Withdrawal Election shall be irrevocable and, after making a Withdrawal Election, a Selling Holderregistration.

Priority in Piggyback Registration. In a registration pursuant to Section 2.2 hereof involving an underwritten offering, if the managing underwriter or underwriters of such underwritten offering have informed, in writing, the 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 Company, 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 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 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, and (ii) second, the securities which have been requested to be included in such registration by Persons 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 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 Company is the basis for the registration (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, 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 (iii) third, the securities which the 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 (a "Withdrawal Election"); provided, however, that a Withdrawal Election shall be irrevocable and, after making a Withdrawal Election, a Selling HolderHolder shall no longer have any right to include Registrable Securities in the registration as to which such Withdrawal Election was made.

Priority in Piggyback Registration. In If a registration pursuant to Section 2.2 hereof involving Piggyback Registration involves an underwritten offeringUnderwritten Offering (on a firm commitment basis), if and the sole or the lead managing underwriter or underwriters Underwriter (as the case may be) of such underwritten Underwritten Offering shall advise the Company in writing (with a copy to each Investor requesting registration) on or before the date five (5) days prior to the date then scheduled for such offering have informedthat, in writingits opinion, the 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 Company, 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 Company will be required to include in such registration only the amount of securities which it is so advised should (including Registrable Securities) requested to be included in such registration. In such event: (x) in cases initially involving registration exceeds the registration for sale of securities for the Company's own account, securities shall amount which can be registered sold in such offering without materially interfering with the successful marketing of the securities being offered (such writing to state the basis of such opinion and the approximate number of such securities which may be included in such offering without such effect), the Company shall include in such registration, to the extent of the number which the Company is so advised may be included in such offering without such effect, (i) in the following order case of priority: a registration initiated by the Company, (iA) first, the securities which that the Company proposes to registerregister for its own account, and (iiB) second, the securities which have been Registrable Securities requested to be included in such registration by Persons entitled the Investors, allocated pro rata in proportion to exercise "piggy-back" the number of Registrable Securities requested to be included in such registration rights pursuant to contractual commitments by each of them, and (C) third, other securities of the Company (pro rata on the amount of securities sought to be registered by such Persons); on behalf of any other Person, and (yii) in cases not initially involving the case of a registration for sale of securities for initiated by a Person other than the Company's own account, securities shall be registered in such offering in the following order of priority: (iA) 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 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 proposed to be registered by any Persons initiating such Persons)registration, allocated pro rata in proportion to the number of securities requested to be included in such registration by each of them and (iiB) second, securities of other persons entitled the Registrable Securities requested to exercise "piggy-back" be included in such registration rights pursuant to contractual commitments (by the Investors, allocated pro rata based on in proportion to the number of securities requested to be included in such registration by each of them, provided that in the event the Company will not, by virtue of this Section 2(b)(ii), include in any such registration all of the Registrable Securities of any Investor requested to be included in such registration, such Investor may, upon written notice to the Company given within three (3) days of the time such Investor first is notified of such matter, reduce the amount of securities sought Registrable Securities it desires to have included in such registration, whereupon only the Registrable Securities, if any, it desires to have included will be registered by such persons) so included and (iii) third, the securities which the Company proposes to register. If, as a result of the provisions of this Section 2.2(b), any Selling Holder Investors not so reducing shall not be entitled to include all a corresponding increase in the amount of 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 included in such registration (a "Withdrawal Election"); provided, however, that a Withdrawal Election shall be irrevocable and, after making a Withdrawal Election, a Selling Holderregistration.

Priority in Piggyback Registration. In a registration Subject to any rights granted pursuant to the agreements set forth on Schedule 10.2 or contemplated by Section 2.2 hereof involving an underwritten offering4.1(b), if any of the Registrable Securities registered pursuant to any Piggyback Registration are to be sold in one or more firm commitment underwritten offerings, and the managing underwriter or underwriters of such underwritten offering have informed, advise in writing, writing the Company and the Selling Holders requesting inclusion of such Registrable Securities of an Underwriters Maximum Number, or, in the case of a Piggyback Registration not being underwritten, the Company shall reasonably determine (and notify the Holders of Registrable Securities of such determination), after consultation with an investment banker of nationally recognized standing, that the number of shares of Common Stock (including Registrable Securities) proposed to be sold in such offering that exceeds the number of shares of Common Stock which can be sold in such underwriter's or underwriters' opinion the total number of securities which offering within a price range acceptable to the Company, 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 Company will be required to shall include in such registration only such number of shares of Common Stock (including Registrable Securities) which in the amount opinion 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 underwriter or underwriters or the Company's own account, securities shall as the case may be, can be registered in sold within such offering price range, selected in the following order of priority: (i) first, all of the securities which shares of Common Stock that the Company proposes to register, and the shares requested by any other Person having demand registration rights and having made demand for the subject registration, (ii) second, the securities which have been Registrable Securities requested to be included in such registration by Persons entitled Holders that have requested their Registrable Securities to exercise "piggy-back" registration rights pursuant to contractual commitments of the Company (be included therein, pro rata on in proportion to 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 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 (provided that if such Person is a Holder of Registrable Securities, as among Holders number of Registrable Securities there shall be no priority and Registrable Securities sought requested to be included in such registration by Holders each of Registrable Securities shall be included pro rata based on the amount of securities sought to be registered by such Persons)them, (ii) second, 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 (iii) third, the securities which the 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 other 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 included in such registration by any other Persons, and (a "Withdrawal Election"); providediv) fourth, however, that a Withdrawal Election shall other securities of the Company to be irrevocable and, after making a Withdrawal Election, a Selling Holderregistered on behalf of any other Person.

Priority in Piggyback Registration. In (i) If the shares of Common Stock to be included in a registration pursuant Piggyback Registration are to Section 2.2 hereof involving an underwritten offering, if be sold in one or more Underwritten Offerings and the managing underwriter or underwriters advise the Company in writing that the total amount of shares of Common Stock requested to be included in such offering would exceed the maximum amount of securities which can be marketed at a price reasonably related to the current fair market value of such securities without adversely affecting such offering (the "Underwriters' Maximum Number"), then the Company will so notify the Holder and will be required to include in such registration, to the extent of the Underwriters' Maximum Number: FIRST, if the Underwritten Registration is an underwritten offering have informedregistration on behalf of the stockholders of the Company, the shares of Common Stock requested by such stockholders to be included in writingsuch registration, PRO RATA among such stockholders on the basis of the number of shares of Common Stock held by such stockholders; SECOND, any shares of Common Stock that the Company proposes to sell for its own account; and THIRD, other securities requested to be included in such registration; PROVIDED, HOWEVER, that if the Underwritten Registration is an underwritten registration on behalf of the Company, the Company will include in such registration, in lieu of the first and second priorities described above, to the Selling Holders extent of the Underwriters' Maximum Number: FIRST, the shares of Common Stock the Company proposes to sell and SECOND, the shares of Common Stock requested by the stockholders of the Company to be included in such registration, PRO RATA among such stockholders on the basis of the number of shares of Common Stock held by such stockholders. (ii) If any of the Shares to be included in a Piggyback Registration are to be sold in a non-underwritten offering, but the Company, after consultation with an investment banking firm of nationally recognized standing (including a regional firm of recognized standing), reasonably determines the amount of shares of Common Stock to be included in such registration exceeds the amount of securities that can be sold within a price range acceptable to the Company or the initiating holders and notifies all holders of shares of Common Stock requesting inclusion in such offering that in such underwriter's or underwriters' opinion the total number of securities which the Company, 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 solddetermination ("Company's Maximum Number"), then the Company will be required to include in such registration only registration, to the amount extent 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 accountMaximum Number, securities shall be registered shares of Common Stock in such offering accordance with the priorities set forth in the following order of priority: paragraph (i) first, the securities which the Company proposes to register, and (ii) second, the securities which have been requested to be included in such registration by Persons 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 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 Company is the basis for the registration (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, 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 (iii) third, the securities which the 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 (a "Withdrawal Election"); provided, however, that a Withdrawal Election shall be irrevocable and, after making a Withdrawal Election, a Selling Holderabove.

Priority in Piggyback Registration. In a registration pursuant Subject to Section 2.2 hereof involving an underwritten offering3.1, if the managing underwriter or underwriters of such underwritten offering have informed, in writing, the Underwritten Offering shall inform the Company and by letter of the Selling Holders requesting inclusion in such offering that in such underwriter's or underwriters' opinion that the total number of securities which the Company, the Selling Holders and any other Persons desiring Registrable Securities requested to participate be included in such registration intend to include would, in such offering is such as to its opinion, materially adversely affect the success of such offering, including the price at which such securities can be sold, and the Company has so advised the Requesting Holders in writing, then the Company will be required to shall include in such registration only registration, to the amount extent of securities which it the number that the Company is so advised should can be included sold in (or during the time of) such registration. In such event: (x) in cases initially involving the registration for sale of securities for the Company's own accountoffering, securities shall be registered in such offering in the following order of priority: (i) first, the all securities which proposed by the Company proposes to registerbe sold for its own account, and then (ii) secondto the extent that the number of shares of Common Stock proposed to be sold by the Company or the Other Holders pursuant to Section 3.2(a)(i) is less than the number of shares of Common Stock that the Company has been advised can be sold in such offering without having the material adverse effect referred to above, such Registrable Securities under clauses (a), (b) and (c) of the securities which have been definition of "Registrable Securities" requested to be included in such registration by Persons entitled to exercise "piggy-back" registration rights pursuant to contractual commitments this Section 3.2, allocated pro rata among such Requesting Holders in proportion, as nearly as practicable, to the respective amounts of such Registrable Securities requested to be included in such registration, then (iii) to the extent that the number of shares of Common Stock proposed to be sold by the Company, the Other Holders pursuant to Sections 3.2(a)(i) and Section 3.2(a)(ii) and the Requesting Holders holding Registrable Securities set forth in clauses (a), (b) and (c) of the definition of "Registrable Securities" pursuant to Section 3.2(b)(ii) above is less than the number of shares of Common Stock that the Company has been advised can be sold in such offering without having the material adverse effect referred to above, such Registrable Securities under clause (d) of the definition of "Registrable Securities" requested to be included in such registration pursuant to this Section 3.2, allocated pro rata among such Requesting Holders, as nearly as practicable, to the respective amounts of such Registrable Securities requested to be included in such registration. All other stockholders of the Company (pro rata on shall be excluded from the amount of securities sought proposed offering before any Requesting Holder is required to be registered by such Persons); and (y) in cases not initially involving reduce his, hers or its shares being offered under 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 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 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, 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 (iii) third, the securities which the 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 (a "Withdrawal Election"); provided, however, that a Withdrawal Election shall be irrevocable and, after making a Withdrawal Election, a Selling Holderstatement.

Priority in Piggyback Registration. In If a registration pursuant to Section 2.2 hereof involving Piggyback Registration involves an underwritten offeringUnderwritten Offering (on a firm commitment basis), if and the sole or the lead managing underwriter or underwriters Underwriter, as the case may be, of such underwritten Underwritten Offering shall advise the Company in writing (with a copy to each Sea Trade Party requesting registration) on or before the date five days prior to the date then scheduled for such offering have informedthat, in writingits opinion, the 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 Company, 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 Company will be required to include in such registration only the amount of securities which it is so advised should (including Registrable Securities) requested to be included in such registration. In such event: (x) in cases initially involving registration exceeds the registration for sale of securities for the Company's own account, securities shall amount which can be registered sold in such offering without materially interfering with the successful marketing of the securities being offered (such writing to state the basis of such opinion and the approximate number of such securities which may be included in such offering without such effect), the Company shall include in such registration, to the extent of the number which the Company is so advised may be included in such offering without such effect, (i) in the following order case of priority: a registration initiated by the Company, (iA) first, the securities which that the Company proposes to registerregister for its own account, and (iiB) second, the securities which have been Registrable Securities requested to be included in such registration by Persons entitled the Sea Trade Parties allocated pro rata in proportion to exercise "piggy-back" the number of Registrable Securities requested to be included in such registration rights pursuant to contractual commitments by each of them, and (C) third, other securities of the Company to be registered on behalf of any other Person, and (ii) in the case of a registration initiated by a Person other than the Company, (A) first, one-third of the Registrable Securities requested to be included in such registration by the Sea Trade Parties, allocated pro rata on in proportion to the amount number of securities sought requested to be included in such registration by each of them, (B) second, one-third of the securities proposed to be registered by any Persons initiating such Persons); and (y) registration, allocated pro rata in cases not initially involving proportion to the registration for sale number 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 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 of Registrable Securities, as among Holders of Registrable Securities there shall be no priority and Registrable Securities sought requested to be included in such registration by Holders each of them, and (C) third, on a pari passu basis, any remaining Registrable Securities shall requested to be included pro rata based on in such registration by the amount of Sea Trade Parties, and any remaining securities sought proposed to be registered by any Persons initiating such Persons)registration, (ii) second, securities of other persons entitled to exercise "piggy-back" registration rights pursuant to contractual commitments (allocated pro rata based on in proportion to the amount number of securities sought to be registered by such persons) and (iii) third, the securities which the 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 included in such registration (a "Withdrawal Election")by each of them; provided, however, that a Withdrawal Election in the event the Company will not, by virtue of this Section 3.2.2, include in any such registration all of the Registrable Securities of any Sea Trade Party requested to be included in such registration, such Sea Trade Party may, upon written notice to the Company given within three days of the time such Sea Trade Party first is notified of such matter, reduce the amount of Registrable Securities it desires to have included in such registration, whereupon only the Registrable Securities, if any, it desires to have included will be so included and the Sea Trade Parties not so reducing shall be irrevocable and, after making entitled to a Withdrawal Election, a Selling Holdercorresponding increase in the amount of Registrable Securities to be included in such registration.

Priority in Piggyback Registration. In a registration pursuant ---------------------------------- to Section 2.2 hereof involving an underwritten offering, if the managing underwriter or underwriters of such underwritten offering have informed, in writing, the 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 Company, 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 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 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, and ----- (ii) second, the securities which have been requested to be included in such ------ registration by Persons entitled to exercise "piggy-backpiggyback" 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 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 Company is the basis for the registration (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, 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 (iii) third, the securities which the 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-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 (a "Withdrawal Election"); provided, however, ------------------- -------- ------- that a Withdrawal Election shall be irrevocable and, after making a Withdrawal Election, a Selling HolderHolder shall no longer have any right to include Registrable Securities in the registration as to which such Withdrawal Election was made.

Priority in Piggyback Registration. In (i) If any of the Shares to be included in a registration pursuant Piggyback Registration are to Section 2.2 hereof involving an underwritten offering, if be sold in one or more Underwritten Offerings and the managing underwriter or underwriters advise the Company in writing that the total amount of Shares requested to be included in such offering would exceed the maximum amount of securities which can be marketed at a price reasonable related to the current fair market value of such underwritten securities without adversely affecting such offering have informed(the "Underwriters' Maximum Number"), in writing, then the Company and the Selling Holders will so notify all holders of Shares requesting inclusion in such offering that registration and will be required to include in such underwriter's or underwritersregistration, to the extent of the Underwriters' opinion Maximum Number; FIRST, if the total number Underwritten Registration is an underwritten registration on behalf of securities which the stockholders of the Company, the Selling Holders Shares requested by such stockholders to be included in such registration, PRO RATA among such stockholders on the basis of the number of Shares held by such stockholders) SECOND, any Shares that the Company proposes to sell for its own account; and THIRD, other securities requested to be included in such registration; PROVIDED, HOWEVER, that if the Underwritten Registration is an underwritten registration on behalf of the Company, the Company will include in such registration, in lieu of the first and second priorities described above, to the extent of the Underwriters' Maximum Number; FIRST, the Shares the Company proposes to sell and SECOND, the Shares requested by the stockholders of the Company to be included in such registration, pro rata among such Stockholders on the basis of the number of Shares held by such stockholders. (ii) If any other Persons desiring of the Shares to participate be included in a Piggyback Registration are to be sold in a non-underwritten offering, but the Company, after consultation with an investment banking firm of nationally recognized standing (including a regional firm of recognized standing), reasonably determines the amount of Shares to be included in such registration intend exceeds the amount of securities that can be sold within a price range acceptable to include the Company or the initiating holders and notifies all holders of Shares requesting inclusion in such offering is such as to adversely affect the success registration of such offering, including the price at which such securities can be solddetermination ("Company's Maximum Number"), then the 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 , to the registration for sale extent of securities for the Company's own accountMaximum Number, securities shall be registered Shares in such offering accordance with the priorities set forth in the following order of priority: paragraph (i) first, the securities which the Company proposes to register, and (ii) second, the securities which have been requested to be included in such registration by Persons 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 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 Company is the basis for the registration (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, 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 (iii) third, the securities which the 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 (a "Withdrawal Election"); provided, however, that a Withdrawal Election shall be irrevocable and, after making a Withdrawal Election, a Selling Holderabove.

Priority in Piggyback Registration. In If a registration pursuant to Section 2.2 hereof involving Piggyback Registration involves an underwritten offeringUnderwritten Offering (on a firm commitment basis), if and the sole or the lead managing underwriter or underwriters Underwriter (as the case may be) of such underwritten Underwritten Offering shall advise the Company prior to the date then scheduled for such offering have informedthat, in writingits opinion, the 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 Company, 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 Company will be required to include in such registration only the amount of securities which it is so advised should (including Registrable Securities) requested to be included in such registration. In such event: (x) in cases initially involving registration exceeds the registration for sale of securities for the Company's own account, securities shall amount which can be registered sold in such offering without materially interfering with the successful marketing of the securities being offered (and the Company shall promptly inform each Investor regarding the receipt of such advice), the Company shall include in such registration, to the extent of the number which the Company is so advised may be included in such offering without such effect, (i) in the following order case of priority: a registration initiated by the Company, (iA) first, the securities which that the Company proposes to registerregister for its own account, and (iiB) second, the securities which have been Registrable Securities requested to be included in such registration by Persons entitled the Investors, allocated pro rata in proportion to exercise "piggy-back" the number of Registrable Securities requested to be included in such registration rights pursuant to contractual commitments by each of them, and (C) third, other securities of the Company (pro rata on the amount of securities sought to be registered by such Persons); on behalf of any other Person, and (yii) in cases not initially involving the case of a registration for sale of securities for initiated by a Person other than the Company's own account, securities shall be registered in such offering in the following order of priority: (iA) 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 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 proposed to be registered by any Persons initiating such Persons)registration, allocated pro rata in proportion to the number of securities requested to be included in such registration by each of them and (iiB) second, securities of other persons entitled the Registrable Securities requested to exercise "piggy-back" be included in such registration rights pursuant to contractual commitments (by the Investors, allocated pro rata based on in proportion to the number of securities requested to be included in such registration by each of them, provided that in the event the Company will not, by virtue of this Section 2(b)(ii), include in any such registration all of the Registrable Securities of any Investor requested to be included in such registration, such Investor may, upon written notice to the Company given within three (3) days of the time such Investor first is notified of such matter, reduce the amount of securities sought Registrable Securities it desires to have included in such registration, whereupon only the Registrable Securities, if any, it desires to have included will be registered by such persons) so included and (iii) third, the securities which the Company proposes to register. If, as a result of the provisions of this Section 2.2(b), any Selling Holder Investors not so reducing shall not be entitled to include all a corresponding increase in the amount of 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 included in such registration (a "Withdrawal Election"); provided, however, that a Withdrawal Election shall be irrevocable and, after making a Withdrawal Election, a Selling Holderregistration.

Priority in Piggyback Registration. In (i) If any of the Shares to be included in a registration pursuant Piggyback Registration are to Section 2.2 hereof involving an underwritten offering, if be sold in one or more Underwritten Offerings and the managing underwriter or underwriters advise the Company in writing that the total amount of Shares requested to be included in such offering would exceed the maximum amount of securities which can be marketed at a price reasonably related to the current fair market value of such underwritten securities without adversely affecting such offering have informed(the "Underwriters' Maximum Number"), in writing, then the Company and the Selling Holders will so notify all holders of Shares requesting inclusion in such offering that registration and will be required to include in such underwriter's or underwritersregistration, to the extent of the Underwriters' opinion Maximum Number: first, if the total number Underwritten Registration is an underwritten registration on behalf of securities which the stockholders of the Company, the Selling Holders Shares requested by such stockholders to be included in such registration, pro rata among such stockholders on the basis of the number of Shares held by such stockholders; second, any Shares that the Company proposes to sell for its own account; and third, other securities requested to be included in such registration; provided, however, that if the Underwritten Registration is an underwritten registration on behalf of the Company, the Company will include in such registration, in lieu of the first and second priorities described above, to the extent of the Underwriters' Maximum Number: first, the Shares the Company proposes to sell and second, the Shares requested by the stockholders of the Company to be included in such registration, pro rata among such Stockholders on the basis of the number of Shares held by such stockholders. (ii) If any other Persons desiring of the Shares to participate be included in a Piggyback Registration are to be sold in a non-underwritten offering, but the Company, after consultation with an investment banking firm of nationally recognized standing (including a regional firm of recognized standing), reasonably determines the amount of Shares to be included in such registration intend exceeds the amount of securities that can be sold within a price range acceptable to include the Company or the initiating holders and notifies all holders of Shares requesting inclusion in such offering is such as to adversely affect the success registration of such offering, including the price at which such securities can be solddetermination ("Company's Maximum Number"), then the Company will be required to include in such registration only registration, to the amount extent 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 accountMaximum Number, securities shall be registered Shares in such offering accordance with the priorities set forth in the following order of priority: paragraph (i) first, the securities which the Company proposes to register, and (ii) second, the securities which have been requested to be included in such registration by Persons 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 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 Company is the basis for the registration (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, 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 (iii) third, the securities which the 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 (a "Withdrawal Election"); provided, however, that a Withdrawal Election shall be irrevocable and, after making a Withdrawal Election, a Selling Holderabove.

Priority in Piggyback Registration. In a registration pursuant to Section 2.2 hereof involving an underwritten offering, if the managing underwriter or underwriters of such underwritten offering have informed, in writing, the 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 Company, 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 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 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, register and (ii) second, the securities which have been requested to be included in such registration by Persons entitled to exercise "piggy-back" registration rights pursuant to contractual commitments of the 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 Company'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 Company is the basis for the registration (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, 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 personsPersons) and (iii) third, the securities which the 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 (a "Withdrawal Election"); provided, however, that a Withdrawal Election shall be irrevocable and, after making a Withdrawal Election, a Selling Holder.