Common use of Priority in Piggyback Registrations Clause in Contracts

Priority in Piggyback Registrations. (a) If at any time following an IPO Event the Company proposes to effect another Registration in connection with an underwritten offering (other than any Registration pursuant to the exercise of any of the demand registration rights referred to in Section 9.1 hereof or any demand registration rights which specify a priority for “piggyback” registration rights which is the same as set forth in Section 9.3(b) below (such latter form of demand registration rights, the “Permitted Demand Registration Rights”)), including any Registration for the Company’s account, and the managing underwriter(s) advise the Company in writing that, in its or their judgement, the number of shares of equity securities of the Company (including all shares of Registrable Securities) which the Company, the Stockholders and any other persons intend to include in such Registration exceeds the largest number of securities which can be sold without having an adverse effect on such offering, including the price at which such securities can be sold, the Company shall include in such Registration: (i) first, all securities the Company proposes to sell for its own account (the “Company Securities”), (ii) second, to the extent that the number or dollar amount of the Company Securities to be offered by the Company is less than the number of shares of securities which the Company has been advised can be sold in such offering without having the adverse effect referred to above, the number of Piggyback Securities requested to be sold by any Stockholder who is a member of the Windward Group or a Management Stockholder (provided that if the number of the Company Securities and Piggyback Securities exceeds the number of shares of securities which the Company has been advised can be sold in such offering without having the adverse effect referred to above, the number of such Piggyback Securities to be included in such offering shall be allocated pro rata among all holders of such Piggyback Securities on the basis of the relative number or amount of Piggyback Securities each such holder has requested to be included in such Registration), and (iii) third, to the extent that the number of Company Securities and Piggyback Securities held by Stockholders is less than the number of shares of securities which the Company has been advised can be sold in such offering without having the adverse effect referred to above, the equity securities requested to be sold for the account of any other persons (allocated among the persons holding such other securities in such proportions as such persons and the Company may agree).

Priority in Piggyback Registrations. (a) If at any time following an IPO Event the Company proposes to effect another Registration in connection with an underwritten offering (other than any Registration pursuant to the exercise of any of the demand registration rights referred to in Section 9.1 hereof or any demand registration rights which specify a priority for “"piggyback” " registration rights which is the same as set forth in Section 9.3(b) below (such latter form of demand registration rights, the “"Permitted Demand Registration Rights”")), including any Registration for the Company’s 's account, and the managing underwriter(s) advise the Company in writing that, in its or their judgement, the number of shares of equity securities of the Company (including all shares of Registrable Securities) which the Company, the Stockholders and any other persons intend to include in such Registration exceeds the largest number of securities which can be sold without having an adverse effect on such offering, including the price at which such securities can be sold, the Company shall include in such Registration: (i) first, all securities the Company proposes to sell for its own account (the “"Company Securities”"), (ii) second, to the extent that the number or dollar amount of the Company Securities to be offered by the Company is less than the number of shares of securities which the Company has been advised can be sold in such offering without having the adverse effect referred to above, the number of Piggyback Securities requested to be sold by any Stockholder who is a member of the Windward Group or a Management Stockholder (provided that if the number of the Company Securities and Piggyback Securities exceeds the number of shares of securities which the Company has been advised can be sold in such offering without having the adverse effect referred to above, the number of such Piggyback Securities to be included in such offering shall be allocated pro rata among all holders of such Piggyback Securities on the basis of the relative number or amount of Piggyback Securities each such holder has requested to be included in such Registration), and (iii) third, to the extent that the number of Company Securities and Piggyback Securities held by Stockholders is less than the number of shares of securities which the Company has been advised can be sold in such offering without having the adverse effect referred to above, the equity securities requested to be sold for the account of any other persons (allocated among the persons holding such other securities in such proportions as such persons and the Company may agree).

Priority in Piggyback Registrations. (a) If at any time following an IPO Event the Company proposes a registration pursuant to effect another Registration in connection with this Section 2 involves an underwritten offering (other than any Registration pursuant to the exercise of any of the demand registration rights referred to in Section 9.1 hereof or any demand registration rights which specify a priority for “piggyback” registration rights which is the same as set forth in Section 9.3(b) below (such latter form of demand registration rights, the “Permitted Demand Registration Rights”)), including any Registration for the Company’s account, and the managing underwriter(s) advise underwriter advises the Company in writing that, in its or their judgementopinion, the number amount of shares of equity securities of the Company (including all shares of Registrable Securities) which the Company, the Stockholders and any other persons intend requested to include be included in such Registration registration exceeds the largest number of securities amount which can be sold without having in such offering, so as to be likely to have an adverse effect on such offering, offering as contemplated by the Company (including the price at which such securities can are proposed to be sold), then the Company shall will include in such Registration: registration (A) if such registration relates to a primary offering initiated by the Company, (i) first, all the securities proposed to be sold by the Company proposes to sell for its own account (the “Company Securities”)Company, (ii) second, to the extent that the number or dollar amount of the Company Securities securities proposed to be offered included in such registration by the Company is less than the number of shares of securities which the Company has been advised by the underwriter can be sold in such offering without having the adverse effect referred to above, the number of Piggyback Securities securities requested to be sold included in such registration by any Stockholder who is a member of the Windward Group or a Management Stockholder Holders and other Persons entitled to participate in such registration (provided that if the number of such securities, in combination with the Company Securities and Piggyback Securities number of securities proposed to be included in such registration by the Company, exceeds the number of shares of securities which the Company has been advised can be sold in such offering without having the adverse effect referred to above, the number of such Piggyback Securities to be securities included in such offering registration shall be allocated pro rata among all holders of such Piggyback Securities Holders and other Persons on the basis of the relative number or amount of Piggyback Securities securities that each such holder of the Holders and the other Persons has individually requested to be included in such Registrationregistration relative to the aggregate number of securities that all requesting Holders and other Persons have so requested), ; and (iiiB) thirdif such registration relates to a secondary offering initiated by any Person other than a Holder, (i) first, the securities requested to be included in such registration by such other Person (to the extent that the number of Company Securities and Piggyback Securities held by Stockholders is less than such securities does not exceed the number of shares of securities which the Company has been advised by the underwriter can be sold in such offering without having the adverse effect described above), (ii) second, to the extent the number of securities requested to be included in such registration by such other Person is less than the number of securities which the Company has been advised by the underwriter can be sold in such offering without having the adverse effect referred to above, the equity securities proposed to be sold by the Company (to the extent that the number of securities does not exceed, in combination with the securities of such other Person to be included in such registration, the number of securities which the Company has been advised by the underwriter can be sold in such offering without having the adverse effect described above), (iii) third, to the extent the sum of the number of securities requested to be sold for the account of any other persons (allocated among the persons holding included in such registration by such other Person plus the number of securities proposed to be included in such proportions as registration by the Company is less than the number of securities which the Company has been advised by the underwriter can be sold in such persons offering without having the adverse effect referred to above, the securities requested to be included in such registration by the Holders and other Persons entitled to participate in such registration (provided that if the number of such securities, in combination with the securities of such other Person and the securities of the Company may agreeto be included in such registration, exceeds the number which the Company has been advised by the underwriter can be sold in such offering without having the adverse effect referred to above, the number of such securities included in such registration shall be allocated pro rata among all such Holders and other Persons on the basis of the number of securities that each the Holders and the other Persons has individually requested to be included in such registration relative to the aggregate number of securities that all requesting Holders and other Persons have so requested).

Priority in Piggyback Registrations. (a) If at any time following an IPO Event the Company proposes to effect another Registration in connection with an underwritten offering (other than any Registration pursuant to the exercise of any of the demand registration rights referred to in Section 9.1 hereof or any demand registration rights which specify a priority for “piggyback” registration rights which is the same as set forth in Section 9.3(b) below (such latter form of demand registration rights, the “Permitted Demand Registration Rights”)7.1 hereof), including any Registration for the Company’s account, and the managing underwriter(s) advise the Company in writing that, in its or their judgement, the number of shares of equity securities of the Company (including all shares of Registrable Securities) which the Company, the Stockholders and any other persons intend to include in such Registration exceeds the largest number of securities which can be sold without having an adverse effect on such offering, including the price at which such securities can be sold, the Company shall shall, subject to the limitations set forth in Article VI of the Warrant Agreement, include in such Registration: (i) first, all securities the Company proposes to sell for its own account (the “Company Securities”), (ii) second, to the extent that the number or dollar amount of the Company Securities to be offered by the Company is less than the number of shares of securities which the Company has been advised can be sold in such offering without having the adverse effect referred to above, the number of Piggyback Securities requested to be sold by CEP, (iii) third, to the extent that the number of Company Securities and Piggyback Securities in clauses (i) and (ii) above is less than the number of shares of securities which the Company has been advised can be sold in such offering without having the adverse effect referred to above, the number of Piggyback Securities requested to be sold by any Stockholder who is a member of the Windward Group or a Management other Stockholder (provided that if the number of the Company Securities and Piggyback Securities exceeds the number of shares of securities which the Company has been advised can be sold in such offering without having the adverse effect referred to above, the number of such Piggyback Securities to be included in such offering pursuant to this clause (iii) shall be allocated pro rata among all holders such requesting other Stockholders of such Piggyback Securities on the basis of the relative number or amount of Piggyback Securities each such holder has requested to be included in such Registration), and (iiiiv) thirdfourth, to the extent that the number of Company Securities and Piggyback Securities held by Stockholders is less than the number of shares of securities which the Company has been advised can be sold in such offering without having the adverse effect referred to above, the equity securities requested to be sold for the account of any other persons (allocated among the persons holding such other securities in such proportions as such persons and the Company may agree).

Priority in Piggyback Registrations. (a) If at any time following an IPO Event the Company proposes to effect another Registration in connection with an underwritten offering (other than including any Registration pursuant to the exercise of any of the demand registration rights referred to in Section 9.1 hereof or any demand registration rights which specify a priority for “piggyback” registration rights which is the same as set forth in Section 9.3(b) below (such latter form of demand registration rightshereof, the “"Permitted Demand Registration Rights”)"), including any Registration for the Company’s 's account, and the managing underwriter(s) advise the Company in writing that, in its or their judgementjudgment, the number of shares of equity securities of the Company (including all shares of Registrable Securities) which the Company, the Stockholders Shareholders and any other persons intend to include in such Registration exceeds the largest number of securities which can be sold without having an adverse effect on such offering, including the price at which such securities can be sold, the Company shall include in such Registration: (i) first, first all securities the Company proposes to sell for its own account (the “"Company Securities”"), (ii) second, to the extent that the number or dollar amount of the Company Securities to be offered by the Company Company, if any, is less 33 than the number of shares of securities which the Company has been advised can be sold in such offering without having the adverse effect referred to above, the number of Piggyback Securities requested to be sold by any Stockholder who is a member of the Windward Group or a Management Stockholder Shareholder (provided that if the number of the Company Securities and Piggyback Securities exceeds the number of shares of securities which the Company has been advised can be sold in such offering without having the adverse effect referred to above, the number of such Piggyback Securities to be included in such offering shall be allocated pro rata among all holders of such Piggyback Securities on the basis of the relative number or amount of Piggyback Securities each such holder has requested to be included in such Registration), and (iii) third, to the extent that the number of Company Securities and Piggyback Securities held by Stockholders Shareholders is less than the number of shares of securities which the Company has been advised can be sold in such offering without having the adverse effect referred to above, the equity securities requested to be sold for the account of any other persons (allocated among the persons holding such other securities in such proportions as such persons and the Company may agree); PROVIDED that, in the event the Windward Registration Group has not consummated its first demand registration pursuant to Section 9.1, unless the Windward Agent otherwise agrees or the number of Company Securities and Piggyback Securities held by the Windward Registration Group is less than the number of shares of securities which the Company has been advised can be sold in such offering without having the adverse effect referred to above (in which case the other Shareholders may participate pro rata to the extent of any excess) only the Windward Registration Group and Family LP (allocated on a pro rata basis) may exercise "piggyback" registration rights with respect to such offering; PROVIDED, FURTHER, that in all events Management Stockholders shall be subject to the limitations with respect to Management Shareholders contained in clause 3.1(b) above and clause 9.3(b) below.

Priority in Piggyback Registrations. (a) If at any time following an IPO Event the Company proposes to effect another Registration in connection with an underwritten offering (other than any Registration pursuant to the exercise of any of the demand registration rights referred to in Section 9.1 hereof or any demand registration rights which specify a priority for “"piggyback” " registration rights which is the same as set forth in Section 9.3(b) below (such latter form of demand registration rights, the “"Permitted Demand Registration Rights”")), including any Registration for the Company’s 's account, and the managing underwriter(s) advise the Company in writing that, in its or their judgementjudgment, the number of shares of equity securities of the Company (including all shares of Registrable Securities) which the Company, the Stockholders Shareholders and any other persons intend to include in such Registration exceeds the largest number of securities which can be sold without having an adverse effect on such offering, including the price at which such securities can be sold, the Company shall include in such Registration: (i) first, all securities the Company proposes to sell for its own account (the “"Company Securities”"), (ii) second, to the extent that the number or dollar amount of the Company Securities to be offered by the Company is less than the number of shares of securities which the Company has been advised can be sold in such offering without having the adverse effect referred to above, the number of Piggyback Securities requested to be sold by any Stockholder Shareholder who is a member of the Windward Group (pro rata among the entities that comprise the Windward Group based on the number of shares of Company Common Stock held by each such entity), (iii) third, to the extent that the number or dollar amount of the Company Securities and Piggyback Securities held by the Windward Group is less than the number of shares of securities which the Company has been advised can be sold in such offering without having the adverse effect referred to above, the equity securities requested to be sold by any Shareholder who is a Management Stockholder Majority Roll-Over Shareholder (provided that if the number of the Company Securities and Piggyback Securities exceeds the number of shares of securities which the Company has been advised can be sold in such offering without having the adverse effect referred to above, the number of such Piggyback Securities owned by the Majority Roll-Over Shareholders to be included in such offering shall be allocated pro rata among all holders of Majority Roll-Over Shareholders owning such Piggyback Securities on the basis of the relative number or amount of Piggyback Securities each such holder has requested to be included in such Registration), and (iiiiv) thirdfourth, to the extent that the number of Company Securities and Piggyback Securities held by Stockholders Shareholders is less than the number of shares of securities which the Company has been advised can be sold in such offering without having the adverse effect referred to above, the equity securities requested to be sold for the account of any other persons (allocated among the persons holding such other securities in such proportions as such persons and the Company may agree).

Priority in Piggyback Registrations. (a) If at any time following an IPO Event a registration referred to in the Company proposes first sentence of Section 7.2 is to effect another Registration in connection with be an underwritten offering (other than any Registration pursuant to the exercise of any of the demand registration rights referred to in Section 9.1 hereof or any demand registration rights which specify a priority for “piggyback” registration rights which is the same as set forth in Section 9.3(b) below (such latter form of demand registration rights, the “Permitted Demand Registration Rights”)), including any Registration for the Company’s account, and the managing underwriter(s) advise the Company in writing that, in its or their judgementopinion, the number of shares of equity securities of the Company (including all shares of Registrable Securities) which the Company, the Stockholders Holders and any other persons intend to include in such Registration registration exceeds the largest number of securities which can be sold without having an adverse effect on such offering, including the price at which such securities can be sold, the Company shall include in such Registrationregistration: (i) first, all securities the Company proposes to sell for its own account (the “"Company Securities”"), (ii) second, to the extent that the number or dollar amount of the Company Securities to be offered by the Company is less than the number of shares of securities which the Company has been advised can be sold in such offering without having the adverse effect referred to above, the number of Piggyback Registrable Securities requested to be sold by any Stockholder who is a member of Holder pursuant to Section 7.2 hereof (the Windward Group or a Management Stockholder "Piggyback Securities") (provided that if the number of the Company Securities and Piggyback Securities exceeds the number of shares of or securities which the Company has been advised can be sold in such offering without having the adverse effect referred to above, the number of such Piggyback Securities to be included in such offering shall be allocated pro rata among all holders of such Piggyback Securities on the basis of the relative number or amount of Piggyback Securities each such holder has requested to be included in such Registrationregistration), and (iii) third, to the extent that the number of Company Securities and Piggyback Securities held by Stockholders is less than the number of shares of securities which the Company has been advised can be sold in such offering without having the adverse effect referred to above, the equity securities requested to be sold for the account of any other persons (allocated among the persons holding such other securities in such proportions as such persons and the Company may agree). Notwithstanding the provisions of this Section 7.3, in the event that the Company grants after the date hereof to any then-existing Stockholder (a "Similar Piggyback Holder") any piggyback registration rights which are either substantially similar to, or no more favorable to such Stockholder than, the provisions of this Article VII (provided that such grant is otherwise in compliance with the provisions of this Agreement) (such other piggyback registration rights, the "Similar Piggyback Rights"), the Holders' priority rights under clause (ii) above shall be shared pro rata with any such Similar Piggyback Holder, pro rated in accordance with the amount of Capital Stock which such Holders propose to register pursuant to Section 7.2 in comparison to the amount of Capital Stock which any such Similar Piggyback Holder proposes to register pursuant to such Similar Piggyback Rights.

Priority in Piggyback Registrations. (a) If at any time following an IPO Event (or in connection with an IPO Event as contemplated in Section 12.3(b) below) the Company proposes to effect another Registration in connection with an underwritten offering (other than including any Registration pursuant to the exercise of any of the demand registration rights referred to in Section 9.1 hereof or any demand registration rights which specify a priority for “piggyback” registration rights which is the same as set forth in Section 9.3(b) below (such latter form of demand registration rights12.1, the “Permitted Demand Registration Rights”)"PERMITTED DEMAND REGISTRATION RIGHTS"), including any Registration for the Company’s 's account, and the managing underwriter(s) advise the Company in writing that, in its or their judgementjudgment, the number of shares of equity securities of the Company (including all shares of Registrable Securities) which the Company, the Stockholders Members and any other persons intend to include in such Registration exceeds the largest number of securities which can be sold without having an adverse effect on such offering, including the price at which such securities can be sold, the Company shall include in such Registration: (i) first, all securities the Company proposes to sell for its own account (the “Company Securities”"COMPANY SECURITIES"), (ii) second, to the extent that the number or dollar amount of the Company Securities to be offered by the Company Company, if any, is less than the number of shares of securities which the Company has been advised can be sold in such offering without having the adverse effect referred to above, the number of Piggyback Securities and Demand Securities requested to be sold by any Stockholder who is a member of the Windward Group or a Management Stockholder Member (provided that if the number of the Company Securities, Demand Securities and Piggyback Securities exceeds the number of shares of securities which the Company has been advised can be sold in such offering without having the adverse effect referred to above, the number of such Demand Securities and Piggyback Securities to be included in such offering shall be allocated pro rata among all holders of such Piggyback Securities and Demand Securities on the basis of the relative number or amount of Demand Securities and Piggyback Securities each such holder has requested to be included in such Registration), and (iii) third, to the extent that the number of Company Securities, Demand Securities and Piggyback Securities held by Stockholders Members is less than the number of shares of securities which the Company has been advised can be sold in such offering without having the adverse effect referred to above, the equity securities requested to be sold for the account of any other persons (allocated among the persons holding such other securities in such proportions as such persons and the Company may agree).

Priority in Piggyback Registrations. (a) If at any time following an IPO Event the Company proposes a registration pursuant to effect another Registration in connection with this Section 1.03 involves an underwritten offering (other than any Registration pursuant to the exercise of any of the demand registration rights referred to in Section 9.1 hereof or any demand registration rights which specify a priority for “piggyback” registration rights which is the same as set forth in Section 9.3(b) below (such latter form of demand registration rights, the “Permitted Demand Registration Rights”)), including any Registration for the Company’s account, and the managing underwriter(s) underwriters shall advise the Company in writing that, in its or their judgementgood faith view (based primarily upon prevailing market conditions), the number of shares of equity securities of the Company (including all shares of Registrable Securities) which the Company, the Stockholders Holders and any other persons Persons intend to include in such Registration registration exceeds the largest number of securities which can be sold without having an adverse a significant negative effect on such offering, including the price at which such securities can be soldsold in such offering, the Company shall will include in such Registrationregistration in the following order: (i) firstall the Priority Securities (including any to be sold for the Company's own account), all securities on a pro rata basis, (ii) to the extent that the number of Priority Securities which the Company proposes to sell for its own account (the “Company Securities”), (iipursuant to Section 1.03(a) second, to the extent that the number or dollar amount of the Company Securities to be offered by the Company is less than the number of shares of securities which the Company has been advised can be sold in such offering without having the adverse negative effect referred to above, the number of Piggyback all Registrable Securities requested to be sold included in such registration by any Stockholder who is a member of the Windward Group or a Management Stockholder Holders pursuant to Section 1.03(a) (provided provided, however, that if the number of Registrable Securities requested to be included in such registration by the Company Holders pursuant to Section 1.03(a), together with the number of Priority Securities and Piggyback Securities to be included in such registration pursuant to clause (i) of this Section 1.03(b), exceeds the number of shares of securities which the Company has been advised can be sold in such offering without having the adverse negative effect referred to above, the number of such Piggyback Registrable Securities requested to be included in such offering registration by the Holders pursuant to Section 1.03(a) shall be allocated pro rata among all holders of such Piggyback Securities other requesting Holders on the basis of the relative number or amount of Piggyback Registrable Securities each such holder other Holder has requested to be included in such Registration), registration) and (iii) thirdall other securities requested to be included in such registration (provided, to the extent however, that if the number of Company all other securities proposed to be included in such registration, together with the Priority Securities and Piggyback the Registrable Securities held by Stockholders is less than requested to be included in such registration, exceeds the number of shares of securities which the Company has been advised can be sold in such offering without having the adverse negative effect referred to above, the equity number of such other securities requested to be sold for the account of any other persons (included in such registration shall be allocated pro rata among the persons holding all such other securities requesting holders on the basis of the number of Registrable Securities each such other holder has requested to be included in such proportions as such persons and the Company may agreeregistration).

Priority in Piggyback Registrations. (a) If at any time following an IPO Event the Company proposes to effect another Registration in connection with an underwritten offering (other than any Registration pursuant to the exercise of any of the demand registration rights referred to in Section 9.1 hereof or any demand registration rights which specify a priority for “"piggyback” " registration rights which is the same as set forth in Section 9.3(b) below (such latter form of demand registration rights, the “"Permitted Demand Registration Rights”")), including any Registration for the Company’s 's account, and the managing underwriter(s) advise the Company in writing that, in its or their judgement, the number of shares of equity securities of the Company (including all shares of Registrable Securities) which the Company, the Stockholders Shareholders and any other persons intend to include in such Registration exceeds the largest number of securities which can be sold without having an adverse effect on such offering, including the price at which such securities can be sold, the Company shall include in such Registration: (i) first, all securities the Company proposes to sell for its own account (the “"Company Securities”"), (ii) second, to the extent that the number or dollar amount of the Company Securities to be offered by the Company is less than the number of shares of securities which the Company has been advised can be sold in such offering without having the adverse effect referred to above, the number of Piggyback Securities requested to be sold by any Stockholder Shareholder who is a member of the Windward Group or a Management Stockholder Majority Roll-Over Shareholder (provided that if the number of the Company Securities and Piggyback Securities exceeds the number of shares of securities which the Company has been advised can be sold in such offering without having the adverse effect referred to above, the number of such Piggyback Securities to be included in such offering shall be allocated pro rata among all holders of such Piggyback Securities on the basis of the relative number or amount of Piggyback Securities each such holder has requested to be included in such Registration), and (iii) third, to the extent that the number of Company Securities and Piggyback Securities held by Stockholders is less than the number of shares of securities which the Company has been advised can be sold in such offering without having the adverse effect referred to above, the equity securities requested to be sold for the account of any other persons (allocated among the persons holding such other securities in such proportions as such persons and the Company may agree).and

Priority in Piggyback Registrations. (aIf a registration pursuant to Section 2(a) If at any time following an IPO Event the Company proposes to effect another Registration in connection with involves an underwritten offering (other than any Registration pursuant to the exercise of any of the demand registration rights referred to in Section 9.1 hereof securities so being registered, whether or any demand registration rights which specify a priority not for “piggyback” registration rights which is the same as set forth in Section 9.3(b) below (such latter form of demand registration rights, the “Permitted Demand Registration Rights”)), including any Registration sale for the account of the Company’s account, and the managing underwriter(s) advise Managing Underwriter advises the Company in writing that, in its or their judgementsuch firm’s good faith view, the number inclusion of shares all or a part of equity securities of the Company (including all shares of such Registrable Securities) which the Company, the Stockholders and any other persons intend to include Securities in such Registration exceeds the largest number of securities which can registration would be sold without having likely to have an adverse effect on such offeringupon the price, including timing or distribution of the price at which such securities can be soldoffering and sale of the Other Securities then contemplated, the Company shall (x) provide Notice to each of the Holders whose Registrable Securities have been requested to be included therein of such communication from the Managing Underwriter, and of the effect thereof on the ability of such Holders to include their Registrable Securities in such registration and (y) include in such Registrationregistration: (i) first, all securities Other Securities the Company proposes to sell for its own account (the “Company Securities”), (ii) second, up to the extent full number of Registrable Securities held by Holders who have requested that their Registrable Securities be included in such registration in excess of the number or dollar amount of the Company Securities to be offered by the Company is less than the number of shares of securities which the Company has been advised can be sold in such offering without having which, in the adverse effect referred to above, the number of Piggyback Securities requested to be sold by any Stockholder who is a member good faith view of the Windward Group or a Management Stockholder (Managing Underwriter, can be so sold without so adversely affecting such offering in the manner described above; provided that if such number is less than the number of the Company Securities and Piggyback Securities exceeds the number of shares of securities which the Company has been advised can be sold in such offering without having the adverse effect referred to above, the full number of such Piggyback Securities to be included in Registrable Securities, such offering number shall be allocated pro rata among all holders of such Piggyback Securities Holders on the basis of the relative number or amount percentage of Piggyback Registrable Securities then held by each such holder has requested to Holder (with any number in excess of a Holder’s request being reallocated among the requesting Holders in a like manner); and provided further that if such Managing Underwriter advises the Company in writing that less than all of such Registrable Securities should be included in such Registration)offering, such Holders may withdraw their request for registration of their Registrable Securities under Section 2(a) and (iii) third, up to the extent that full number of the Other Securities (other than Company Securities), if any, in excess of the number of Company Securities and Piggyback Registrable Securities held by Stockholders is less than the number of shares of securities which the Company has been advised can to be sold in such offering which, in the good faith view of such Managing Underwriter, can be so sold without having the adverse effect referred to above, the equity securities requested to be sold for the account of any other persons (allocated among the persons holding so adversely affecting such other securities in such proportions as such persons and the Company may agree)offering.

Priority in Piggyback Registrations. If (ai) If at any time following a registration pursuant to this Section 5.2 involves an IPO Event the Company proposes to effect another Registration in connection with an ----------- underwritten offering (other than any Registration pursuant to the exercise of any of the demand registration rights referred to in Section 9.1 hereof securities so being registered, whether or any demand registration rights which specify a priority not for “piggyback” registration rights which is the same as set forth in Section 9.3(b) below (such latter form of demand registration rights, the “Permitted Demand Registration Rights”)), including any Registration sale for the Company’s account, and the managing underwriter(s) advise the Company in writing that, in its or their judgement, the number account of shares of equity securities of the Company (including all shares of Registrable Securities) which the Company, the Stockholders and any other persons intend to include in be distributed (on a firm commitment basis) by or through one or more underwriters of recognized standing under underwriting terms appropriate for such Registration exceeds the largest number of securities which can be sold without having an adverse effect on such offering, including the price at which such securities can be sold, the Company shall include in such Registration: (i) first, all securities the Company proposes to sell for its own account (the “Company Securities”)a transaction, (ii) second, to the extent that the number or dollar amount of the Company Registrable Securities to be offered by the Company is less than the number of shares of securities which the Company has been advised can be sold in such offering without having the adverse effect referred to above, the number of Piggyback Securities and/or other Common Stock so requested to be sold by any Stockholder who is a member registered for sale for the account of the Windward Group or a Management Stockholder (provided that if the number holders of the Company Registrable Securities and Piggyback Securities exceeds the number of shares of securities which the Company has been advised can be sold in such offering without having the adverse effect referred to above, the number of such Piggyback Securities and/or other Common Stock are not also to be included in such underwritten offering (because the Company has not been requested so to include such Registrable Securities and/or other Common Stock pursuant to Section 5.4(b)) and (iii) the managing underwriter of such ------------- underwritten offering shall be allocated pro rata among all holders inform the Company in writing of such Piggyback Securities on its belief that the basis number of the relative number or amount of Piggyback Securities each such holder has securities requested to be included in such Registration)registration exceeds the number which can be sold in (or during the time of) such offering without adversely affecting the price to be received thereon, and (iii) thirdthen the Company will include in such registration, to the extent that of the number of Company Securities and Piggyback Securities held by Stockholders is less than the number of shares of securities which the Company has been is so advised can be sold in (or during the time of) such offering without having offering, first, all securities proposed by the adverse effect referred Company to above, be sold for its own account or all securities (other than Registrable Securities) proposed by the equity securities requested Company to be sold for the account of the holders thereof who requested and were entitled to have the Company use its reasonable best efforts to effect such registration, as the case may be; second, such Registrable Securities other than Founder Shares, and any other persons (allocated among securities having registration rights on a par with the persons holding Registrable Securities requested to be included in such registration pro rata on the basis -------- of the number of shares of such Registrable Securities and other securities on a par with the Registrable Securities so proposed to be sold and so requested to be included; third, Founder Shares requested to be included in such proportions as registration; fourth, other Common Stock requested to be included in such persons and registration; and, fifth, Primary Shares, if the Company may agree)has not undertaken such registration to sell securities for its own account in the first instance.

Priority in Piggyback Registrations. (a) If at Notwithstanding anything in ----------------------------------- Section 2.2.1 above to the contrary, if the managing underwriter of any time following an IPO Event underwritten Public Offering shall inform the Company proposes by letter of its belief that the number or type of Registrable Securities requested to effect another Registration be included in connection with an underwritten offering (other than any Registration pursuant to such registration would materially and adversely affect such Public Offering, then the exercise Company shall promptly notify the Stockholders of any of the demand registration rights referred to in Section 9.1 hereof or any demand registration rights which specify a priority for “piggyback” registration rights which is the same as set forth in Section 9.3(b) below (such latter form of demand registration rights, the “Permitted Demand Registration Rights”)), including any Registration for the Company’s account, and fact. If the managing underwriter(s) advise underwriter does not agree to include all (or such lesser amount as the Company in writing thatStockholders shall, in its or their judgementdiscretion, agree to) of the number of shares of equity securities of the Company (including all shares of Registrable Securities) which the Company, Securities initially requested by the Stockholders and any other persons intend to include be included in such Registration exceeds the largest number of securities which can be sold without having an adverse effect on such offeringregistration, including the price at which such securities can be sold, then the Company shall include in such Registration: (i) first, all securities the Company proposes to sell for its own account (the “Company Securities”), (ii) secondregistration, to the extent that of the number or dollar amount of the Company Securities to be offered by and type which the Company is less than the number of shares of securities which the Company has been so advised can be sold in (or during the time of) such offering without having Public Offering first, all securities proposed by the adverse effect referred to above, the number of Piggyback Securities requested Company to be sold for its own account, if the Company initiated such registration, or by any Stockholder the holder of securities who is a member initiated such demand registration, if any, second, for each of the Windward Group or a Management Stockholder Stockholders, Xxxxxxx Xxxxx Securities Incorporated, SmithKline Xxxxxxx Corporation (provided that and its affiliates), Exigent Partners, L.P., and those individuals who were granted registration rights pursuant to the same agreement as Exigent Partners, L.P. (and the respective successors and assigns of any of the foregoing), other than the holder of the securities who initiated such demand registration, if any, the fraction of such holder's securities proposed to be registered which is obtained by dividing (i) the number of the securities of the Company Securities and Piggyback Securities exceeds that such holder proposes to include in such registration by (ii) the total number of shares of securities which the Company has been advised can proposed to be sold in such offering without having Public Offering by such holders, and third, for each remaining holder of the adverse effect referred to Company's securities, other than the holder of the securities who initiated such demand registration and the holders listed above, if any, the fraction of such holder's securities proposed to be registered which is obtained by dividing (i) the number of the securities of the Company that such Piggyback Securities holder proposes to be included include in such offering shall be allocated pro rata among all holders of such Piggyback Securities on registration by (ii) the basis of the relative number or amount of Piggyback Securities each such holder has requested to be included in such Registration), and (iii) third, to the extent that the total number of Company Securities and Piggyback Securities held by Stockholders is less than the number of shares of securities which the Company has been advised can proposed to be sold in such offering without having the adverse effect referred to above, the equity securities requested to be sold for the account of any other persons (allocated among the persons holding Public Offering by such other securities in such proportions as such persons and the Company may agree)holders.