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 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 Shareholder who is a member of the Windward Group or a 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 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. (ai) If Except as set forth in Section 12(c)(ii), if at any time following an IPO Event a Qualified Public Offering (or in connection with a Qualified Public Offering as contemplated in Section 12(c)(iii) 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 rights, the "Permitted Demand Registration Rights"12(a)), 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 Shareholders 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: : (iA) first, all securities the Company proposes to sell for its own account (the "“Company Securities"”) except if such Registration of shares of Company Stock is pursuant to a demand registration by Requesting Stockholders pursuant to Section 12(a), in which case such Requesting Stockholders shall have first priority and the Company shall have second priority; (iiB) secondthereafter, to the extent that the number or dollar amount of the Company Securities to be offered by the Company (or the Company and any Requesting Stockholders exercising demand rights pursuant to Section 12(a)), if any, is less than the number of shares of securities which the Company has been advised by the managing underwriter(s) can be sold in such offering without having the adverse effect referred to above, the number of all Piggyback Securities requested to be sold by any Shareholder who is a member of the Windward Group or a Majority Roll-Over Shareholder (provided Investor; 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 Piggyback Securities to that may be included by each such Investor in such offering shall be allocated pro rata among all holders the product of such Piggyback Securities on (x) the basis of the relative total number or amount of Piggyback Securities that are capable of being sold in such offering without having the adverse effect referred to above, times (y) a fraction, (1) the numerator of which shall be the number of Registrable Securities held or deemed to be held by each such holder requesting Investor that such Investor has requested to be included in such Registration and (2) the denominator of which shall be the aggregate number of Registrable Securities held or deemed to be held on such date by the requesting Investors that such Investors have requested to be included in such Registration); provided, further, that in the event any such Investor desires to include fewer shares of Registrable Securities in such offering than such Investor has been so allocated, the resulting number of remaining available shares of securities which the Company has been advised can be sold in such offering without having the adverse effect referred to above, shall be allocated among the other Investors entitled to include their Registrable Securities as set forth in this Section 12(c)(i)(B) in accordance with the formula set forth above, and such process of remainder allocation shall be applied iteratively until such time as all requesting holders shall be satisfied; and (iiiC) third, to the extent that the number of Company Securities, Demand Securities and Piggyback Securities held by Shareholders Investors 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 Persons (allocated among the persons Persons holding such other securities in such proportions as such persons Persons and the Company may agree). (ii) Notwithstanding anything contained in Section 12(c)(i), in the event of the demand registration granted to the Requesting Stockholders pursuant to Section 12(a), the Company shall include in such Registration: (A) first, all Demand Securities proposed to be sold by the Requesting Stockholders; (B) second, to the extent that the number of Demand Securities 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 in Section 12(c)(i), all Company Securities requested to be sold by the Company; (C) third, to the extent that the number of Company Securities and Demand Securities 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 in Section 12(c)(i), all Piggyback Securities requested to be sold by any Investor; provided, that if the number of the Piggyback Securities requested to be sold by such Investors 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 in Section 12(c)(i), the number of such Piggyback Securities that may be included by each such Investor in such offering shall be determined in a manner consistent with the calculation set forth in Section 12(c)(i)(B); and (D) fourth, to the extent that the number of Company Securities, Demand Securities and Piggyback Securities held by Investors 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 in Section 12(c)(i), 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). (iii) Notwithstanding any rights provided in this Section 12, in any Qualified Public Offering which affords any Stockholder the right to sell shares of Company Stock, all Investors shall be entitled to the rights set forth in Section 12(b) and Section 12(c)(i) above as if the offering occurred following a Qualified Public Offering.

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 RightsPERMITTED 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 judgementjudgment, the number of shares of equity securities of the Company (including all shares of Registrable Securities) which the Company, the Shareholders 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 SecuritiesCOMPANY 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 Shareholder who is a member of the Windward Group or a Majority Roll-Over Shareholder 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 and (iii) third, to the extent that the number of Company Securities, Demand Securities and Piggyback Securities held by Shareholders 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). (b) Notwithstanding any rights provided in this Article XII, in any IPO Event which affords any Member the right to sell Units, all Members shall be entitled to the rights set forth in Section 12.2. and Section 12.3(a) above as if the offering occurred following an IPO Event. 79 84

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 judgementjudgment, the number of shares of equity securities of the Company (including all shares of Registrable Securities) which the Company, the 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 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 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 and (iiiiv) thirdfourth, to the extent that the number of Company Securities and Piggyback Securities held by 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). (b) If at any time following an IPO Event the Company proposes to effect another Registration in connection with an underwritten offering pursuant to the exercise of any of the demand registration rights referred to in Section 9.1 hereof or any Permitted Demand Registration Rights, and the managing underwriter(s) advise the Company in writing that, in its or their judgment, the number of shares of equity securities of the Company (including all shares of Registrable Securities) which the Company, the 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 which are held by the Shareholders or other persons who are exercising the demand registration rights referred to in Section 9.1 hereof or any Permitted Demand Registration Rights (the "Demand Securities"), (ii) second, to the extent that the number or dollar amount of the Demand Securities to be offered by the Company is less than the number of shares of Demand Securities which the sellers thereof have 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 Shareholder who is a member of the Windward Group, (iii) third, to the extent that the number of Demand 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 number of Piggyback Securities requested to be sold by any Shareholder who is a Majority Roll-Over Shareholder (provided that if the number of the 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 Piggyback Securities owned by the Majority Roll-Over Shareholders to be included in such offering shall be allocated pro rata among all Majority Roll-Over Shareholders 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 (iv) fourth, to the extent that the number of Demand Securities and Piggyback Securities held by 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 the Company and any other persons (allocated among the Company and the persons holding such other securities in such proportions as such persons and the Company may agree).

Priority in Piggyback Registrations. (ai) If Except as set forth in Section 12(c)(ii), if at any time following an IPO Event a Qualified Public Offering (or in connection with a Qualified Public Offering as contemplated in Section 12(c)(iii) 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 rights, the "Permitted Demand Registration Rights"12(a)), 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 Shareholders 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: : (iA) first, all securities the Company proposes to sell for its own account (the "“Company Securities"”) except if such Registration of shares of Company Stock is pursuant to a demand registration by Requesting Stockholders pursuant to Section 12(a), in which case such Requesting Stockholders shall have first priority and the Company shall have second priority; (iiB) secondthereafter, to the extent that the number or dollar amount of the Company Securities to be offered by the Company (or the Company and any Requesting Stockholders exercising demand rights pursuant to Section 12(a)), if any, is less than the number of shares of securities which the Company has been advised by the managing underwriter(s) can be sold in such offering without having the adverse effect referred to above, the number of all Piggyback Securities requested to be sold by any Shareholder who is a member of the Windward Group or a Majority Roll-Over Shareholder (provided Investor; 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 Piggyback Securities to that may be included by each such Investor in such offering shall be allocated pro rata among all holders the product of such Piggyback Securities on (x) the basis of the relative total number or amount of Piggyback Securities that are capable of being sold in such offering without having the adverse effect referred to above, times (y) a fraction, (1) the numerator of which shall be the number of Registrable Securities held or deemed to be held by each such holder requesting Investor that such Investor has requested to be included in such Registration and (2) the denominator of which shall be the aggregate number of Registrable Securities held or deemed to be held on such date by the requesting Investors that such Investors have requested to be included in such Registration); provided, further, that in the event any such Investor desires to include fewer shares of Registrable Securities in such offering than such Investor has been so allocated, the resulting number of remaining available shares of securities which the Company has been advised can be sold in such offering without having the adverse effect referred to above, shall be allocated among the other Investors entitled to include their Registrable Securities as set forth in this Section 12(c)(i)(B) in accordance with the formula set forth above, and such process of remainder allocation shall be applied iteratively until such time as all requesting holders shall be satisfied; and (iiiC) third, to the extent that the number of Company Securities, Demand Securities and Piggyback Securities held by Shareholders Investors 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 Persons (allocated among the persons Persons holding such other securities in such proportions as such persons 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 Shareholders 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 Shareholder Stockholder who is a member of the Windward Group or a Majority Roll-Over Shareholder 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 and (iii) third, to the extent that the number of Company Securities and Piggyback Securities held by Shareholders 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). (b) If at any time following an IPO Event the Company proposes to effect another Registration in connection with an underwritten offering pursuant to the exercise of any of the demand registration rights referred to in Section 9.1 hereof or any Permitted Demand Registration Rights, 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 which are held by the Stockholders or other persons who are exercising the demand registration rights referred to in Section 9.1 hereof or any Permitted Demand Registration Rights (the “Demand Securities”), (ii) second, to the extent that the number or dollar amount of the Demand Securities to be offered by the Company is less than the number of shares of Demand Securities which the sellers thereof have 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 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 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 Demand 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 the Company and any other persons (allocated among the Company and 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 Shareholders 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 Shareholder who is a member of Holder pursuant to Section 7.2 hereof (the Windward Group or a Majority Roll-Over Shareholder "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 and (iii) third, to the extent that the number of Company Securities and Piggyback Securities held by 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). 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 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 Shareholders 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 Shareholder who is a member of the Windward Group or a Majority Roll-Over Shareholder 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 (B) if such registration relates to a secondary offering initiated by any Person other than a Holder, and (iiii) thirdfirst, 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 Shareholders 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 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 Shareholders 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 Shareholder who is a member of the Windward Group or a Majority Roll-Over Shareholder 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), and 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 Shareholders 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 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 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 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 Shareholder who is a member of the Windward Group or a 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 and (iii) third, to the extent that the number of Company Securities and Piggyback Securities held by 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. (b) Notwithstanding any rights provided in this Article IX, no Management Shareholder may participate in any Registration hereunder prior to such time as the Windward Group shall have effected one Registration pursuant to Section 9.1(c)(i).

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 ’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 Shareholders 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 Shareholder who is a member of the Windward Group or a Majority Roll-Over Shareholder 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 and (iiiiv) thirdfourth, to the extent that the number of Company Securities and Piggyback Securities held by Shareholders 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). (b) If at any time following an IPO Event the Company proposes to effect another Registration in connection with an underwritten offering pursuant to the exercise of any of the demand registration rights referred to in Section 7.1 hereof, 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, subject to the limitations set forth in Article VI of the Warrant Agreement, include in such Registration (i) first, all securities which are proposed to be sold by the Stockholders or other persons who are exercising the demand registration rights referred to in Section 7.1 hereof (the “Demand Securities”), (ii) second, to the extent that the number or dollar amount of the Demand Securities 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 other Stockholder (provided that if the number of the 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 Piggyback Securities to be included pursuant to this clause (iii) shall be allocated pro rata among all 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 (iv) fourth, to the extent that the number of Demand 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). (c) The parties to this Agreement acknowledge and agree that to the extent that any of the provisions set forth in this Section 7.3 directly conflict with the Company’s obligations pursuant to Article VI of the Warrant Agreement, the provisions of Article VI of the Warrant Agreement shall be controlling.