Common use of Priority on Piggyback Registrations Clause in Contracts

Priority on Piggyback Registrations. The Company shall use reasonable efforts to cause the managing underwriter or underwriters of a proposed underwritten offering to permit holders of Registrable Securities requested to be included in the registration for such offering to include all such Registrable Securities on the same terms and conditions as any other shares of capital stock, if any, of the Company included therein. Notwithstanding the foregoing, if the managing underwriter or underwriters of such underwritten offering have informed the Company in writing that it is their good faith opinion that the total amount of securities that such holders, the Company and any other Persons having rights to participate in such registration, intend to include in such offering is such as to adversely affect the success of such offering, then the amount of securities to be offered (i) for the account of holders of Registrable Securities and (ii) for the account of all such other Persons (other than the Company and holders of Registrable Securities) shall be reduced to the extent necessary to reduce the total amount of securities to be included in such offering to the amount recommended by such managing underwriter or underwriters by first reducing, or eliminating if necessary, all securities of the Company requested to be included by such other Persons (other than the Company and holders of Registrable Securities) and then, if necessary, reducing the securities requested to be included by the holders of Registrable Securities requesting such registration pro rata among such holders on the basis of the percentage of the Registrable Securities requested to be included in such Registration Statement by such holders.

Priority on Piggyback Registrations. The Company Corporation shall use reasonable best efforts to cause the managing underwriter or underwriters of a proposed underwritten offering to permit holders of Registrable Securities requested to be included who have submitted a Piggyback Notice in the registration for connection with such offering to include in such offering all such Registrable Securities included in each holder’s Piggyback Notice on the same terms and conditions as any other shares of capital stock, if any, of the Company Corporation included thereinin the offering. Notwithstanding the foregoing, if the managing underwriter or underwriters of such underwritten offering have informed the Company Corporation in writing that it is their good faith opinion that the total amount of securities that such holders, the Company Corporation and any other Persons having rights to participate in such registration, intend to include in such offering is such as to adversely affect the success of such offering, then the amount of securities to be offered (i) for the account of holders of Registrable Securities (other than the Corporation) and (ii) for the account of all such other Persons (other than the Company and holders of Registrable SecuritiesCorporation) shall be reduced to the extent necessary to reduce the total amount of securities to be included in such offering to the amount recommended by such managing underwriter or underwriters by first reducing, or eliminating if necessary, all securities of the Company Corporation requested to be included by such other Persons (other than the Company Corporation and holders of Registrable Securities) and then, if necessary, reducing the securities requested to be included by the holders of Registrable Securities requesting such registration pro rata among such holders on the basis of the percentage of the Registrable Securities requested to be included in such Registration Statement by such holders.

Priority on Piggyback Registrations. The Company Corporation shall use reasonable efforts to cause the managing underwriter or underwriters of a proposed underwritten offering to permit holders of Registrable Securities requested to be included who have submitted a Piggyback Notice in the registration for connection with such offering to include in such offering all such Registrable Securities included in each holder’s Piggyback Notice on the same terms and conditions as any other shares of capital stock, if any, of the Company Corporation included thereinin the offering. Notwithstanding the foregoing, if the managing underwriter or underwriters of such underwritten offering have informed the Company Corporation in writing that it is their good faith opinion that the total amount of securities that such holders, the Company Corporation and any other Persons having rights to participate in such registration, intend to include in such offering is such as to adversely affect the success of such offering, then the amount of securities to be offered (i) for the account of holders of Registrable Securities (other than the Corporation) and (ii) for the account of all such other Persons (other than the Company and holders of Registrable SecuritiesCorporation) shall be reduced to the extent necessary to reduce the total amount of securities to be included in such offering to the amount recommended by such managing underwriter or underwriters by first reducing, or eliminating if necessary, all securities of the Company Corporation requested to be included by such other Persons (other than the Company Corporation and holders of Registrable Securities) and then, if necessary, reducing the securities requested to be included by the holders of Registrable Securities requesting such registration pro rata among such holders on the basis of the percentage of the Registrable Securities requested to be included in such Registration Statement by such holders.

Priority on Piggyback Registrations. The Company shall use reasonable efforts If a Piggyback Registration is to cause be an underwritten offering, and the managing underwriter or underwriters advise the Company in writing that in their opinion the number of a proposed underwritten offering to permit holders of Registrable Securities securities requested to be included in such registration exceeds the registration for number which can be sold in such offering to include all such Registrable Securities on without adversely affecting the same terms and conditions as any other shares of capital stock, if any, marketability of the Company included therein. Notwithstanding the foregoing, if the managing underwriter or underwriters of such underwritten offering have informed the Company in writing that it is their good faith opinion that the total amount of securities that such holdersoffering, the Company and any other Persons having rights to participate will include in such registration, intend to include in such offering is such as to adversely affect the success of such offering, then the amount of securities to be offered : (i) for first, the account of holders of Registrable Securities and securities the Company proposes to sell; (ii) for the account of all such other Persons (second, securities held by holders other than the Company and holders of Registrable Securities) shall be reduced to the extent necessary to reduce the total amount of securities to be included in such offering to the amount recommended by such managing underwriter Executive, directors, officers or underwriters by first reducing, or eliminating if necessary, all securities employees of the Company requested to be included by such other Persons Company; (other than the Company and holders of Registrable Securitiesiii) and thenthird, if necessary, reducing the securities requested to be included by the holders of Registrable Securities requesting such registration pro rata among such holders on the basis of the percentage of the Registrable Securities requested to be included in such Registration Statement registration by the Executive and any securities requested to be included in such holdersregistration by any other Person other than Persons having a lower priority of registration than the Executive, PRO RATA among Executive and such other Persons, on the basis of the number of securities requested to be included in such registration by each of such Holders and such other Persons; and (iv) thereafter, other securities requested to be included in such registration, as determined by the Company. As a condition to the inclusion of his Registrable Securities in such registration, the Executive will execute an underwriting agreement in customary form and in form and substance satisfactory to the managing underwriters.

Priority on Piggyback Registrations. The Company shall use reasonable efforts to cause the managing underwriter or underwriters of a proposed underwritten offering to permit holders of Registrable Securities requested to be included in the registration for such offering Holders to include all such Registrable Securities on the same terms and conditions as any other shares of capital stocksimilar securities, if any, of the Company or any other persons included therein. Notwithstanding the foregoing, if the Company or the managing underwriter or underwriters of participating in such underwritten offering have informed advise the Company Holders in writing that it is their good faith opinion that the total amount of securities that such holders, the Company and any other Persons having rights to participate in such registration, intend to include in such offering is such as to adversely affect the success of such offering, then the amount of securities to be offered (i) for the account of holders of Registrable Securities and (ii) for the account of all such other Persons (other than the Company and holders of Registrable Securities) shall be reduced to the extent necessary to reduce the total amount of securities to be included in such offering to the amount recommended by such managing underwriter or underwriters by first reducing, or eliminating if necessary, all securities of the Company requested to be included by such other Persons (other than the Company and holders of Registrable Securities) and then, if necessary, reducing the securities requested to be included by the holders of Registrable Securities requesting such registration pro rata among such holders on the basis of the percentage of the Registrable Securities requested to be included in such Piggyback Registration Statement exceeds the amount which can be sold in (or during the time of) such offering without delaying or jeopardizing the success of the offering (including the price per share of the securities to be sold), and the Company shall include in such Registration only such number of securities that in the reasonable opinion of such underwriter or underwriters can be sold without adversely affecting the marketability of the offering (including an adverse effect on the per share offering price), which securities shall be so included in the following order of priority: (i) first, solely in the case of a Piggyback Registration relating to a primary offering on behalf of the Company, any securities the Company proposes to sell for its own account, (ii) second, in the case of a Registration pursuant to Section 2, any Registrable Securities of any Holders, and (iii) third, Registrable Securities to be offered for the account of the Holders and other holders of securities who have piggyback registration rights with respect thereto pro rata on the basis of the number of Common Stock Equivalents requested to be Registered by each such holdersHolder or other holder participating in such offering.

Priority on Piggyback Registrations. The Company Corporation shall use reasonable best efforts to cause the managing underwriter or underwriters of a proposed underwritten offering Underwritten Offering to permit the holders of Registrable Securities requested to be included who have submitted a Piggyback Notice in the registration for connection with such offering to include in such offering all such Registrable Securities included in each holder’s Piggyback Notice on the same terms and conditions as any other shares of capital stockInterests, if any, of the Company Corporation included thereinin the offering. Notwithstanding the foregoing, if the managing underwriter or underwriters of such underwritten offering Underwritten Offering have informed the Company Corporation in writing that it is their good faith opinion that the total amount of securities that such holders, the Company Corporation and any other Persons having rights to participate in such registration, intend to include in such offering is such as to adversely affect the success of such offering, then the amount of securities to be offered (i) for the account of holders of Registrable Securities and (ii) for the account of all such other Persons (other than the Company and holders of Registrable SecuritiesCorporation) shall be reduced to the extent necessary to reduce the total amount of securities to be included in such offering to the amount recommended by such managing underwriter or underwriters by first reducing, or eliminating if necessary, all securities of the Company Corporation requested to be included by such other Persons (other than the Company Corporation and holders of Registrable Securities) and then, if necessary, reducing reducing, or eliminating if necessary, the securities requested to be included by the holders of Registrable Securities requesting such registration pro rata among such holders on the basis of the percentage of the Registrable Securities requested to be included in such Registration Statement by such holders.

Priority on Piggyback Registrations. The Company shall use reasonable efforts to cause the managing underwriter or underwriters of a proposed underwritten offering to permit holders of Registrable Securities requested to be included in the registration for such offering to include all such Registrable Securities on the same terms and conditions as any other shares of capital stock, if any, of the Company included therein. Notwithstanding the foregoing, if the managing underwriter or underwriters of such underwritten offering have informed the Company in writing that it is their good faith opinion that the total amount of securities that such holders, the Company and any other Persons having rights to participate in such registration, intend to include in such offering is such as to adversely affect the success of such offering, then the amount of securities to be offered (i) for the account of holders of Registrable Securities and (ii) for the account of all such other Persons (other than the Company and holders of Registrable Securities) shall be reduced to the extent necessary to reduce the total amount of securities to be included in such offering to the amount recommended by such managing underwriter or underwriters by first reducing, or eliminating if necessary, all securities of the Company requested to be included by such other Persons (other than the Company and holders of Registrable SecuritiesCompany) and then, if necessary, reducing the securities requested to be included by the holders of Registrable Securities requesting such registration pro rata among such holders on the basis of the percentage of the Registrable Securities requested to be included in such Registration Statement by such holders.

Priority on Piggyback Registrations. The Company shall use reasonable efforts If a Piggyback Registration is to cause be an underwritten offering, and the managing underwriter or underwriters investment bank advises the Company in writing that in their opinion the number of a proposed underwritten offering to permit holders of Registrable Securities securities requested to be included in such registration exceeds the registration for number which can be sold in such offering to include all such Registrable Securities on without adversely affecting the same terms and conditions as any other shares of capital stock, if any, marketability of the Company included therein. Notwithstanding the foregoing, if the managing underwriter or underwriters of such underwritten offering have informed the Company in writing that it is their good faith opinion that the total amount of securities that such holdersoffering, the Company and any other Persons having rights to participate will include in such registration: i. first, intend to include in such offering is such as to adversely affect the success of such offering, then the amount of securities to be offered (i) for the account of holders of Registrable Securities and (ii) for the account of all such other Persons (other than the Company and holders of Registrable Securities) shall be reduced proposes to the extent necessary to reduce the total amount of securities to be included in such offering to the amount recommended by such managing underwriter or underwriters by first reducingsell for its own account; ii. second, or eliminating if necessary, all securities of the Company requested to be included by such other Persons (other than the Company and holders of Registrable Securities) and then, if necessary, reducing the securities requested to be included by the holders of Registrable Securities requesting such registration pro rata among such holders on the basis of the percentage of the Registrable Securities requested to be included in such Registration Statement registration by the Holders and any securities requested to be included in such holdersregistration by any other Person pursuant to a demand registration request, other than Persons having a lower priority of registration than the Holders, pro rata among the Holders of such Registrable Securities and such other Persons, on the basis of the number of securities requested to be included in such registration by each of such Holders and such other Persons; and iii. thereafter, other securities requested to be included in such registration, as determined by the Company. The Holders of any Registrable Securities to be included in an underwritten offering shall enter into an underwriting agreement (which shall be in customary form, may include agreements as to indemnification and contribution, and shall provide that the representations and warranties by the Company to and for the benefit of such underwriters, shall also be made to and for the benefit of such Holders). Notwithstanding (i) - (iii) above, the number of securities held by each Holder of Series B Preferred Stock to be included in such registration shall not be reduced to less than 20% of the total number of securities to be included in such registration.

Priority on Piggyback Registrations. The Company Corporation shall use reasonable efforts to cause the managing underwriter or underwriters of a proposed underwritten offering to permit holders of Registrable Securities requested to be included in the registration for such offering to include all such Registrable Securities on the same terms and conditions as any other shares of capital stock, if any, of the Company Corporation included therein. Notwithstanding the foregoing, if the managing underwriter or underwriters of such underwritten offering have informed the Company Corporation in writing that it is their good faith opinion that the total amount of securities that such holders, the Company Corporation and any other Persons having rights to participate in such registration, intend to include in such offering is such as to adversely affect the success of such offering, then the amount of securities to be offered (i) for the account of holders of Registrable Securities and (ii) for the account of all such other Persons (other than the Company and holders of Registrable SecuritiesCorporation) shall be reduced to the extent necessary to reduce the total amount of securities to be included in such offering to the amount recommended by such managing underwriter or underwriters by first reducing, or eliminating if necessary, all securities of the Company Corporation requested to be included by such other Persons (other than the Company Corporation and holders of Registrable Securities) and then, if necessary, reducing the securities requested to be included by members of the Principal Investor Groups requesting such registration, pro rata among such holders on the basis of the percentage of the Registrable Securities requested to be included in such Registration Statement by such members of the Principal Investor Groups, and then, if necessary, reducing the securities requested to be included by all other holders of Registrable Securities requesting such registration pro rata among such holders on the basis of the percentage of the Registrable Securities requested to be included in such Registration Statement by such holders.

Priority on Piggyback Registrations. The Company shall use reasonable efforts to cause If a Piggyback Registration is an underwritten offering by or through one or more underwriters of recognized standing and the managing underwriter underwriters advise the party or underwriters of a proposed underwritten offering to permit holders of Registrable Securities requested to be included in the registration for parties initiating such offering to include all such Registrable Securities on the same terms and conditions as any other shares of capital stock, if any, of the Company included therein. Notwithstanding the foregoing, if the managing underwriter or underwriters of such underwritten offering have informed the Company in writing (a copy of which writing shall be provided to the Holders) that it is in their good faith opinion that judgment the total amount number of securities that such holders, the Company and any other Persons having rights to participate in such registration, intend to include in such offering is such as to adversely affect the success of such offering, then the amount of securities to be offered (i) for the account of holders of Registrable Securities and (ii) for the account of all such other Persons (other than the Company and holders of Registrable Securities) shall be reduced to the extent necessary to reduce the total amount of securities to be included in such offering to the amount recommended by such managing underwriter or underwriters by first reducing, or eliminating if necessary, all securities of the Company requested to be included by such other Persons (other than the Company and holders of Registrable Securities) and then, if necessary, reducing the securities requested to be included by the holders of Registrable Securities requesting such registration pro rata among such holders on the basis of the percentage of the Registrable Securities requested to be included in such Registration Statement registration exceeds the number which can be sold in such offering without materially and adversely affecting the marketability of the offering, then any such registration shall include the maximum number of shares that such managing underwriters advise can be sold in such offering allocated as follows: (i) first, the securities the party or parties initiating such offering propose to sell, and (ii) second, to the extent that any other securities may be included without exceeding the limitations recommended by the underwriters as aforesaid, (x) if the Company has initiated such offering, the Registrable Securities to be included in such registration by the Holders, with such additional securities to be included on a pro rata basis (or in such other proportion mutually agreed among the Holders and such other holders), based on the amount of Registrable Securities and other securities requested to be included therein, and (y) if a party other than the Company initiated such offering (subject to Section 3(b)(i) above), securities proposed to be sold by the Company, and the Registrable Securities to be included in such registration by the Holders, with such additional securities to be included on a pro rata basis (or in such other proportion mutually agreed among the Company, the Holders and such other holders), based on the amount of Registrable Securities and other securities requested to be included therein.

Priority on Piggyback Registrations. The Company shall use reasonable efforts to cause the managing underwriter or underwriters of a proposed underwritten offering Underwritten Offering to permit holders of Registrable Securities requested to be included in the registration for such offering to include all such Registrable Securities on the same terms and conditions as any other shares of capital stock, if any, of the Company included therein. Notwithstanding the foregoing, if the managing underwriter or underwriters of such underwritten offering Underwritten Offering have informed the Company in writing that it is their good faith opinion that the total amount of securities that such holders, the Company and any other Persons having rights to participate in such registration, intend to include in such offering is such as to adversely affect the success of such offering, then the amount of securities to be offered (i) for the account of holders of Registrable Securities and (ii) for the account of all such other Persons (other than the Company and holders of Registrable Securities) shall be reduced to the extent necessary to reduce the total amount of securities to be included in such offering to the amount recommended by such managing underwriter or underwriters by first reducing, or eliminating if necessary, all securities of the Company requested to be included by such other Persons (other than the Company and holders of Registrable Securities) and then, if necessary, reducing the securities requested to be included by the all holders of Registrable Securities requesting such registration pro rata among such holders on the basis of the percentage of the Registrable Securities requested to be included in such Registration Statement by such holders.

Priority on Piggyback Registrations. The Company Corporation shall use reasonable best efforts to cause the managing underwriter or underwriters of a proposed underwritten offering Underwritten Offering to permit the applicable holders of Registrable Securities requested to be included who have submitted a Piggyback Notice in the registration for connection with such offering to include in such offering all such Registrable Securities included in each holder’s Piggyback Notice on the same terms and conditions as any other shares of capital stockCommon Stock, if any, of the Company Corporation included thereinin the offering. Notwithstanding the foregoing, if the managing underwriter or underwriters of such underwritten offering Underwritten Offering have informed the Company Corporation in writing that it is their good faith opinion that the total amount of securities that such holders, the Company Corporation and any other Persons having rights to participate in such registration, intend to include in such offering is such as to adversely affect the success of such offering, then the amount of securities to be offered (i) for the account of holders of Registrable Securities (other than the Corporation) on a pro rata basis, based on their ownership of Registrable Securities, and (ii) for the account of all such other Persons (other than the Company and holders of Registrable SecuritiesCorporation) shall be reduced to the extent necessary to reduce the total amount of securities to be included in such offering to the amount recommended by such managing underwriter or underwriters by first reducing, or eliminating if necessary, all securities of the Company Corporation requested to be included by such other Persons (other than the Company Corporation and holders of Registrable Securities) and then, if necessary, reducing the securities requested to be included by the holders of Registrable Securities requesting such registration pro rata among such holders on the basis of the percentage of the Registrable Securities requested to be included in such Registration Statement by such holders.

Priority on Piggyback Registrations. The Company shall will use its reasonable best efforts to cause the managing underwriter or underwriters of a proposed underwritten offering Underwritten Offering to permit holders of Holders holding Registrable Securities requested to be included in the registration for such offering to include therein all such Registrable Securities requested to be so included (such securities, together with any other shares of the same class requested to be included in such registration by any other Person pursuant to similar registration rights, the “Piggyback Shares”) on the same terms and conditions as any other shares of capital stock, if any, securities of the Company included thereintherein (other than the indemnification by the Holders, which will be limited as set forth in Section 7(b) hereof and provided, that the Holders give customary covenants, representations and warranties). The Company shall cooperate with any such Holder of Registrable Securities in order to seek to limit any representations and warranties to, or agreements with, the Company or the underwriters to be made by such Holder only to those representations, warranties or agreements regarding such Holder, such Holder’s Registrable Securities and such Holder’s intended method of distribution and any other representations required by law. Notwithstanding the foregoing, if the managing underwriter or underwriters of such underwritten offering have informed Underwritten Offering advises the Company in writing that it is their good faith opinion to the effect that the total amount of securities that such holdersHolders, the Company and any other Persons having rights to participate in such registration, intend Person propose to include in such offering Underwritten Offering is such as to materially and adversely affect the success of such offering (including by affecting the price per share in the offering), then the amount of securities to be offered (i) for the account of holders of Registrable Securities and (ii) for the account of all such other Persons (other than the Company and holders of Registrable Securities) shall be reduced to the extent necessary to reduce the total amount of securities to be included will include in such offering to the amount recommended by such managing underwriter or underwriters by first reducing, or eliminating if necessary, all securities of the Company requested to be included by such other Persons (other than the Company and holders of Registrable Securities) and then, if necessary, reducing the securities requested to be included by the holders of Registrable Securities requesting such registration pro rata among such holders on the basis of the percentage of the Registrable Securities requested to be included in such Registration Statement by such holders.registration:

Priority on Piggyback Registrations. The Company Corporation shall use reasonable efforts to cause the managing underwriter or underwriters of a proposed underwritten offering to permit holders of Registrable Securities requested to be included who have submitted a Piggyback Notice in the registration for connection with such offering to include in such offering all such Registrable Securities included in each holder’s Piggyback Notice on the same terms and conditions as any other shares of capital stock, if any, of the Company Corporation included thereinin the offering. Notwithstanding the foregoing, if the managing underwriter or underwriters of such underwritten offering have informed the Company Corporation in good faith in writing that it is that, in their good faith opinion that view, the total amount of securities that such holders, the Company Corporation and any other Persons having rights to participate in such registration, registration intend to include in such offering is exceeds the largest amount (the “Section 4(b) Sale Amount”) that can be sold in an orderly manner in such as underwritten offering within a price range acceptable to adversely affect the success of such offeringBoard, then the there shall be included in such registration an amount of securities to not exceeding the Section 4(b) Sale Amount, and such amount of securities shall be offered allocated as follows: (i) first, any securities for which inclusion was requested by the account of Corporation on its own behalf; (ii) second, pro rata among the holders of Registrable Securities and (ii) for on the account basis of the number of Registrable Securities then owned by each such holder requesting inclusion in relation to the aggregate number of Registrable Securities owned by all such other holders requesting inclusion; and (iii) third, pro rata among all Persons (other than the Company Corporation and the holders of Registrable Securities) shall be reduced to the extent necessary to reduce the total amount of requesting that securities to be included in such offering registration, on the basis of the number of securities then owned by each such Person (other than the Corporation and the holders of Registrable Securities) requesting registration in relation to the amount recommended aggregate number of securities owned by all such managing underwriter or underwriters by first reducing, or eliminating if necessary, all securities of the Company requested to be included by such other Persons (other than the Company Corporation and the holders of Registrable Securities) and then, if necessary, reducing the securities requested to be included by the holders of Registrable Securities requesting such registration pro rata among such holders on the basis of the percentage of the Registrable Securities requested to be included in such Registration Statement by such holdersregistration.

Priority on Piggyback Registrations. The Company shall use reasonable efforts to cause the managing underwriter or underwriters of a proposed underwritten offering to permit holders Holders of Registrable Securities requested to be included in the registration for such offering to include all such Registrable Securities on the same terms and conditions as any other shares of capital stock, if any, of the Company included therein. Notwithstanding the foregoing, if the managing underwriter or underwriters of such underwritten offering have informed the Company in writing that it is their good faith opinion that the total amount of securities that such holders, the Company and any other Persons having rights to participate in such registration, intend to include in such offering is such as to adversely affect the success of such offering, then the amount of securities to be offered (i) for the account of holders of Registrable Securities and (ii) for the account of all such other Persons (other than the Company and holders of Registrable SecuritiesCompany) shall be reduced or limited pro-rata among the holders of Registrable Securities and such other Persons requesting such registration on the basis of the percentage of the Registrable Securities or other securities of the Company requested to be included in such Registration Statement by such holders that have requested that such securities be included in the registration to the extent necessary to reduce the total amount of securities to be included in such offering to the amount recommended by such managing underwriter or underwriters by first reducing, or eliminating if necessary, all securities of the Company requested to be included by such other Persons (other than the Company and holders of Registrable Securities) and then, if necessary, reducing the securities requested to be included by the holders of Registrable Securities requesting such registration pro rata among such holders on the basis of the percentage of the Registrable Securities requested to be included in such Registration Statement by such holdersunderwriters.

Priority on Piggyback Registrations. The Company shall use reasonable efforts to cause the managing underwriter Underwriters’ Representative or underwriters Agent of a proposed underwritten offering to permit holders Holders of Registrable Securities requested to be included in the registration for such offering to include all such Registrable Securities on the same terms and conditions as any other shares of capital stocksimilar securities, if any, of the Company or any selling security holder included therein. Notwithstanding the foregoing; provided, that if the managing underwriter Underwriters’ Representative or underwriters Agent of such underwritten offering have informed the Company determines in writing that it is their good faith opinion that the total amount number of securities that such holdersHolders, the Company Company, and any other Persons persons having rights to participate in such registration, intend propose to include in such offering is such as to materially and adversely affect the success of such offering, then the amount of securities to be offered shall be allocated as follows: (iA) first, the full number of securities proposed to be offered by the Company for its own account shall be included in such registration; (B) then, up to the account of holders full number of Registrable Securities and proposed to be offered by the Trust shall be included in such registration; (iiC) for then, up to the account full number of all such other Persons (Registrable Securities proposed to be offered by Holders, other than the Company and holders Trust, shall be included in such registration (allocated among such Holders pro rata in proportion to the number of Registrable Securities) shall Securities requested to be reduced included in the offering by each such Holder, to the extent necessary to reduce the total number of securities to be included in such offering to the amount recommended by the Underwriters’ Representative or Agent); and (D) to the extent an amount of securities recommended by the Underwriters’ Representative or Agent remains available, up to that amount of securities shall be included in such registration for the account of all other persons (allocated pro rata in proportion to the respective dollar amounts of securities requested to be included, to the extent necessary to reduce the total number of securities to be included in such offering to the amount recommended by such managing underwriter Underwriters’ Representative or underwriters by first reducing, or eliminating if necessary, all securities of the Company requested to be included by such other Persons (other than the Company and holders of Registrable Securities) and then, if necessary, reducing the securities requested to be included by the holders of Registrable Securities requesting such registration pro rata among such holders on the basis of the percentage of the Registrable Securities requested to be included in such Registration Statement by such holdersAgent).

Priority on Piggyback Registrations. The Company shall use reasonable efforts to cause the managing underwriter or underwriters of If a proposed Piggyback Registration isan underwritten offering to permit holders of Registrable Company's Securities requested to be included in and the registration for such offering to include all such Registrable Securities on the same terms and conditions as any other shares of capital stock, if any, of the Company included therein. Notwithstanding the foregoing, if the managing underwriter or underwriters of such underwritten offering have informed managingunderwriters advise the Company in writing that it is in their good faith opinion that the total amount thenumber of securities that such holders, the Company and any other Persons having rights to participate in such registration, intend to include in such offering is such as to adversely affect the success of such offering, then the amount of securities to be offered (i) for the account of holders of Registrable Securities and (ii) for the account of all such other Persons (other than the Company and holders of Registrable Securities) shall be reduced to the extent necessary to reduce the total amount of securities to be included in such offering to the amount recommended by such managing underwriter or underwriters by first reducing, or eliminating if necessary, all securities of the Company requested to be included by such other Persons (other than the Company and holders of Registrable Securities) and then, if necessary, reducing the securities requested to be included by the holders of Registrable Securities requesting such registration pro rata among such holders on the basis of the percentage of the Registrable Securities requested to be included in such Registration Statement registrationexceeds the number that can be sold in such offering without adverselyaffecting such underwriters' ability to effect an orderly distributionof such Securities, the Company will include in such registrationRegistrable Securities according to the following order: (i) first, theCompany's Securities; (ii) second, if the managing underwriters allowthe registration of additional securities, the number of Purchasers'Registrable Securities requested to be included that, in the opinion ofsuch underwriters, can be sold, pro rata among the respective holders onthe basis of the number of Purchasers' Registrable Securities then ownedby each such holder; and (iii) third, if the managing underwriters allowthe registration of additional securities, the number of OtherShareholders' Registrable Securities requested to be included that, inthe opinion of such underwriters, can be sold, pro rata among therespective holders on the basis of the number of Other Shareholders'Registrable Securities then owned by each such holdersholder. In any event, allRegistrable Securities must be included in such registration prior toany other shares of the Company, except for the shares to be issued bythe Company to the public.

Priority on Piggyback Registrations. The Company Corporation shall use reasonable efforts to cause the managing underwriter or underwriters of a proposed underwritten offering to permit holders of Registrable Securities requested to be included in the registration for such offering to include all such Registrable Securities on the same terms and conditions as any other shares of capital stock, if any, of the Company Corporation included therein. Notwithstanding the foregoing, if the managing underwriter or underwriters of such underwritten offering have informed the Company Corporation in writing that it is their good faith opinion that the total amount of securities that such holders, the Company Corporation and any other Persons having rights to participate in such registration, intend to include in such offering is such as to adversely affect the success of such offering, then the amount of securities to be offered (i) for the account of holders of Registrable Securities (other than the Corporation) and (ii) for the account of all such other Persons (other than the Company and holders of Registrable SecuritiesCorporation) shall be reduced to the extent necessary to reduce the total amount of securities to be included in such offering to the amount recommended by such managing underwriter or underwriters by first reducing, or eliminating if necessary, all securities of the Company Corporation requested to be included by such other Persons (other than the Company Corporation and holders of Registrable Securities) and then, if necessary, reducing the securities requested to be included by the holders of Registrable Securities requesting such registration pro rata among such holders on the basis of the percentage of the Registrable Securities requested to be included in such Registration Statement by such holders.

Priority on Piggyback Registrations. The Company shall use reasonable efforts to will cause the managing underwriter or underwriters of a proposed underwritten offering Underwritten Offering to permit holders of Holders holding Registrable Securities requested to be included in the registration for such offering to include therein all such Registrable Securities requested to be so included (such securities, together with any other shares of the same class requested to be included in such registration by any other Person pursuant to similar registration rights, the "Piggyback Shares") on the same terms and conditions as any other shares of capital stock, if any, securities of the Company, whether or not for the Company's own account, included therein (other than the indemnification by the Holders, which will be limited as set forth in Section 6 hereof and that the Holders shall give customary representations and warranties). The Company included thereinshall cooperate with any such Holder of Registrable Securities in order to limit any representations and warranties to, or agreements with, the Company or the underwriters to be made by such Holder only to those representations, warranties or agreements regarding such Holder, such Holder's Registrable Securities and such Holder's intended method of distribution and any other representation required by law. Notwithstanding the foregoing, if the managing underwriter or underwriters of such underwritten offering have informed Underwritten Offering advises the Company in writing that it is their good faith opinion Holders to the effect that the total amount of securities that such holders, Holders and the Company and any other Persons having rights to participate in such registration, intend propose to include in such offering Underwritten Offering is such as to materially and adversely affect the success of such offering, then the amount of securities to be offered (i) for the account of holders of Registrable Securities and (ii) for the account of all such other Persons (other than the Company and holders of Registrable Securities) shall be reduced to the extent necessary to reduce the total amount of securities to be included will include in such offering to the amount recommended by such managing underwriter or underwriters by first reducing, or eliminating if necessary, all securities of the Company requested to be included by such other Persons (other than the Company and holders of Registrable Securities) and then, if necessary, reducing the securities requested to be included by the holders of Registrable Securities requesting such registration pro rata among such holders on the basis of the percentage of the Registrable Securities requested to be included in such Registration Statement by such holders.registration:

Priority on Piggyback Registrations. The Company shall use reasonable efforts to cause permit the managing underwriter or underwriters of a proposed underwritten offering to permit holders of Registrable Securities requested to be included in the registration for such offering Shareholders to include all such Registrable Securities Shares on the same terms and conditions as any other shares of capital stocksimilar securities, if any, of the Company included therein. Notwithstanding the foregoing, if the managing Company or an underwriter or underwriters of 6 participating in such underwritten offering have informed the Company concludes in writing that it is their good faith opinion that the total amount of securities that such holders, the Company and any other Persons having rights requested to participate be included in such registration, intend to include in such offering is such as to Piggyback Registration exceeds the amount which can be sold without materially and adversely affect delaying or affecting the success of such the offering, then the amount of securities to be offered (i) for the account of holders of Registrable Securities and (ii) for the account of all such other Persons (other than the Company and holders of Registrable Securities) Shareholders shall be reduced to in the extent necessary to reduce following manner: (i) if such Piggyback Registration was initiated as a result of a primary registration on behalf of the total Company, the amount of securities to be included in such offering offered for the account of the Shareholders and other holders of securities who have piggyback registration rights with respect thereto shall be reduced (to the amount recommended by such managing underwriter or underwriters by first reducing, or eliminating zero if necessary, all securities of the Company requested to be included by such other Persons (other than the Company and holders of Registrable Securities) and then, if necessary, reducing the securities requested to be included by the holders of Registrable Securities requesting such registration pro rata among such holders on the basis of the percentage number of the Registrable Securities capital stock equivalents requested to be included registered by each such holder of securities with piggyback registration rights participating in such offering; and (ii) if such Piggyback Registration Statement was initiated as a result of an underwritten secondary registration on behalf of holders of securities of the Company other than the Shareholders, the Company shall include in such registration: (x) first, up to the full number of common stock equivalents of such persons exercising "demand" registration rights, and (y) second, the number of securities to be offered for the account of the Shareholders and other holders of securities who have piggyback registration rights with respect thereto in excess of the amount of securities such persons exercising "demand" registration rights propose to sell (allocated pro rata among the Shareholders and other holders of such securities on the basis of the number of common stock equivalents requested to be registered by such holders).

Priority on Piggyback Registrations. The Company Corporation shall use reasonable best efforts to cause the managing underwriter or underwriters of a proposed underwritten offering to permit the applicable holders of Registrable Securities requested to be included who have submitted a Piggyback Notice in the registration for connection with such offering to include in such offering all such Registrable Securities included in each holder’s Piggyback Notice on the same terms and conditions as any other shares of capital stock, if any, of the Company Corporation included thereinin the offering. Notwithstanding the foregoing, if the managing underwriter or underwriters of such underwritten offering have informed the Company Corporation in writing that it is their good faith opinion that the total amount of securities that such holders, the Company Corporation and any other Persons having rights to participate in such registration, intend to include in such offering is such as to adversely affect the success of such offering, then the amount of securities to be offered (i) for the account of holders of Registrable Securities (other than the Corporation) and (ii) for the account of all such other Persons (other than the Company and holders of Registrable SecuritiesCorporation) shall be reduced to the extent necessary to reduce the total amount of securities to be included in such offering to the amount recommended by such managing underwriter or underwriters by first reducing, or eliminating if necessary, all securities of the Company Corporation requested to be included by such other Persons (other than the Company Corporation and holders of Registrable Securities) and then, if necessary, reducing the securities requested to be included by the holders of Registrable Securities requesting such registration pro rata among such holders on the basis of the percentage of the Registrable Securities requested to be included in such Registration Statement by such holders.

Priority on Piggyback Registrations. The Company shall use reasonable efforts to cause permit the managing underwriter or underwriters of a proposed underwritten offering to permit holders of Registrable Securities requested to be included in the registration for such offering Holders to include all such Registrable Securities Shares on the same terms and conditions as any other shares of capital stocksimilar securities, if any, of the Company included therein. Notwithstanding the foregoing, if the managing Company or an underwriter or underwriters of participating in such underwritten offering have informed the Company concludes in writing that it is their good faith opinion that the total amount of securities that such holders, the Company and any other Persons having rights requested to participate be included in such registration, intend to include in such offering is such as to Piggyback Registration exceeds the amount which can be sold without materially and adversely affect delaying or affecting the success of such the offering, then the amount of securities to be offered (i) for the account of holders of Registrable Securities and (ii) for the account of all such other Persons (other than the Company and holders of Registrable Securities) Holders shall be reduced in the following manner: (i) if such Piggyback Registration was initiated as a result of a primary registration on behalf of the Company, (and not a secondary on behalf of holders of securities of the Company pursuant to a holders demand registration right), the extent necessary to reduce the total amount of securities to be included offered for the account of the Holders and other holders of securities who have piggyback registration rights with respect thereto shall be reduced (to zero if necessary) pro rata on a basis of the number of capital stock equivalents requested to be registered by each such older participating in such offering to the amount recommended offering; and (ii) if such Piggyback Registration was initiated by such managing underwriter or underwriters by first reducing, or eliminating if necessary, all a stockholder demand for an underwritten secondary registration on behalf of holders of securities of the Company requested to be included by such other Persons (other than the Holders, the Company shall include in such registration: (x) first, up to the full number of common stock equivalents of such persons exercising "demand" registration rights, and (y) second, the number of securities to be offered for the account of the Holders and other holders of Registrable Securities) and then, if necessary, reducing securities who have piggyback registration rights with respect thereto in excess of the amount of securities requested such persons exercising "demand" registration rights propose to be included by the holders of Registrable Securities requesting such registration sell (allocated pro rata among such holders on the basis of the percentage number of the Registrable Securities common stock equivalents requested to be included in such Registration Statement registered by such holders).

Priority on Piggyback Registrations. The Company shall use reasonable efforts If a Piggyback Registration is to cause be an underwritten offering, and the managing underwriter or underwriters advise the Company in writing that in their opinion the number of a proposed underwritten offering to permit holders of Registrable Securities securities requested to be included in such registration exceeds the registration for number which can be sold in such offering to include all such Registrable Securities on without adversely affecting the same terms and conditions as any other shares of capital stock, if any, marketability of the Company included therein. Notwithstanding the foregoing, if the managing underwriter or underwriters of such underwritten offering have informed the Company in writing that it is their good faith opinion that the total amount of securities that such holdersoffering, the Company and any other Persons having rights to participate will include in such registration: (i) first, intend the securities the Company proposes to include in such offering is such as to adversely affect sell for its own account; (ii) second, the success of such offering, then the amount of securities to be offered (i) included for the account of holders of Registrable Securities and (ii) for the account of all such other Persons any shareholder (other than the Company and holders of Registrable SecuritiesHolders) shall be reduced pursuant to the extent necessary to reduce the total amount of securities to be included in such offering to the amount recommended by such managing underwriter any demand or underwriters by first reducingsimilar registration right; (iii) third, or eliminating if necessary, all securities of the Company requested to be included by such other Persons (other than the Company and holders of Registrable Securities) and then, if necessary, reducing the securities requested to be included by the holders of Registrable Securities requesting such registration pro rata among such holders on the basis of the percentage of the Registrable Securities requested to be included in such Registration Statement registration by the Holders and any securities requested to be included in such holdersregistration by any other person pursuant to a piggyback registration request, other than persons having a lower priority of registration than the Holders, pro rata among the Holders of such Registrable Securities and such other persons, on the basis of the number of securities requested to be included in such registration by each of such Holders and such other persons; and (iv) thereafter, other securities requested to be included in such registration, as determined by the Company. The Holders of any Registrable Securities to be included in an underwritten offering shall enter into an underwriting agreement (which shall be in customary form, may include agreements as to indemnification and contribution, and shall provide that the representations and warranties by the Company to and for the benefit of such underwriters, shall also be made to and for the benefit of such Holders).

Priority on Piggyback Registrations. The Company shall use reasonable efforts to cause the managing underwriter or underwriters of a proposed underwritten offering to permit holders of Registrable Securities the Purchaser to include all Vested Management Common Stock requested to be included in the registration for Piggyback Registration in such offering to include all such Registrable Securities on the same terms and conditions as any the other shares of capital stock, if any, Common Stock of the Company included therein. Notwithstanding the foregoing, if the managing underwriter or underwriters of such underwritten offering have informed deliver(s) a written opinion to the Company in writing that it is their good faith opinion Purchaser that the total amount number of securities that such holderswhich the Purchaser, the Company Company, and any other Persons persons or entities having rights to participate in such registrationregistration rights, intend to include in such offering is such as to materially and adversely affect the success of such offering, then (i) if the amount Piggyback Registration is an Investor Demand the Registration Expenses (as defined in the Registration Rights Agreement) for which are being paid by the Company, the number of securities to be offered (i) for in the account of holders of Registrable Securities and (ii) Piggyback Registration for the account of all such other Persons persons and entities, including the Company (other than the Company FICI, BSP and holders of Registrable SecuritiesSecurity Pacific National Bank) shall be reduced or limited pro rata in proportion to the respective number of securities requested to be included in such registration to the extent necessary to reduce the total amount number of securities to be included in such offering to the amount number recommended by such managing underwriter or underwriters by first reducingand (ii) in all other cases, or eliminating if necessary, all the number of securities of the Company requested to be included by such other Persons offered in the Piggyback Registration for the account of all persons and entities (other than the Company and holders Company) shall be reduced or limited pro rata in proportion to the respective number of Registrable Securities) and then, if necessary, reducing the securities requested required to be included by registered to the holders extent necessary to reduce the total number of Registrable Securities requesting such registration pro rata among such holders on the basis of the percentage of the Registrable Securities requested securities to be included in such Registration Statement offering to the number recommended by such holdersmanaging underwriter or underwriters.

Priority on Piggyback Registrations. The If any of the Registrable Securities to be registered pursuant to the registration giving rise to the rights under this Section 4 are to be sold in an underwritten offering, the Company shall use reasonable best efforts to cause the managing underwriter or underwriters underwriter(s) of a proposed underwritten offering to permit holders of Registrable Securities requested to be included who have timely submitted a Piggyback Request in the registration for connection with such offering to include in such offering all such Registrable Securities included in each holder’s Piggyback Request on the same terms and subject to the same conditions as any other shares of capital stock, if any, of the Company included thereinin the offering. Notwithstanding the foregoing, if the managing underwriter or underwriters underwriter(s) of such underwritten offering have informed advise the Company in writing that it is their good faith opinion that the total number or dollar amount of securities that such holders, the Company and any other Persons having rights to participate in such registration, intend to include in such offering is such as to adversely affect the success price, timing or distribution of the securities in such offering, then the amount of securities to be offered (i) for the account of holders of Registrable Securities and (ii) for the account of all such other Persons (other than the Company and holders of Registrable Securities) there shall be reduced to the extent necessary to reduce the total amount of securities to be included in such underwritten offering to the number or dollar amount recommended by of securities that in the opinion of such managing underwriter or underwriters by first reducingunderwriter(s) can be sold without so adversely affecting such offering, or eliminating if necessary, all securities of the Company requested to be included by and such other Persons (other than the Company and holders of Registrable Securities) and then, if necessary, reducing the securities requested to be included by the holders number of Registrable Securities requesting such registration pro rata among such holders on the basis of the percentage of the Registrable Securities requested to shall be included in such Registration Statement by such holders.allocated as follows:

Priority on Piggyback Registrations. The Company shall use reasonable efforts If a Piggyback Registration is to cause be an underwritten offering, and the managing underwriter or underwriters investment bank advises the Company in writing that in their opinion the number of a proposed underwritten offering to permit holders of Registrable Securities securities requested to be included in such registration exceeds the registration for number which can be sold in such offering to include all such Registrable Securities on without adversely affecting the same terms and conditions as any other shares of capital stock, if any, marketability of the Company included therein. Notwithstanding the foregoing, if the managing underwriter or underwriters of such underwritten offering have informed the Company in writing that it is their good faith opinion that the total amount of securities that such holdersoffering, the Company and any other Persons having rights to participate will include in such registration: i. first, intend to include in such offering is such as to adversely affect the success of such offering, then the amount of securities to be offered (i) for the account of holders of Registrable Securities and (ii) for the account of all such other Persons (other than the Company and holders of Registrable Securities) shall be reduced proposes to the extent necessary to reduce the total amount of securities to be included in such offering to the amount recommended by such managing underwriter or underwriters by first reducingsell for its own account; ii. second, or eliminating if necessary, all securities of the Company requested to be included by such other Persons (other than the Company and holders of Registrable Securities) and then, if necessary, reducing the securities requested to be included by the holders of Registrable Securities requesting such registration pro rata among such holders on the basis of the percentage of the Registrable Securities requested to be included in such Registration Statement registration by the Holders and any securities requested to be included in such holdersregistration by any other Person pursuant to a demand registration request, other than Persons having a lower priority of registration than the Holders, pro rata among the Holders of such Registrable Securities and such other Persons, on the basis of the number of securities requested to be included in such registration by each of such Holders and such other Persons; and iii. thereafter, other securities requested to be included in such registration, as determined by the Company. The Holders of any Registrable Securities to be included in an underwritten offering shall enter into an underwriting agreement (which shall be in customary form, may include agreements as to indemnification and contribution, and shall provide that the representations and warranties by the Company to and for the benefit of such underwriters, shall also be made to and for the benefit of such Holders). Notwithstanding (i) – (iii) above, the number of securities held by each Holder of Series B Preferred Stock to be included in such registration shall not be reduced to less than 20% of the total number of securities to be included in such registration.

Priority on Piggyback Registrations. The Company shall use reasonable efforts to cause the managing underwriter or underwriters of a proposed underwritten offering to permit holders of Registrable Securities requested to be included in the registration for such offering Holders to include all such Registrable Securities on the same terms and conditions as any other shares of capital stocksimilar securities, if any, of the Company or any other persons included therein. Notwithstanding the foregoing, if the Company or the managing underwriter or underwriters of participating in such underwritten offering have informed advise the Company Holders in writing that it is their good faith opinion that the total amount of securities that such holders, the Company and any other Persons having rights to participate in such registration, intend to include in such offering is such as to adversely affect the success of such offering, then the amount of securities to be offered (i) for the account of holders of Registrable Securities and (ii) for the account of all such other Persons (other than the Company and holders of Registrable Securities) shall be reduced to the extent necessary to reduce the total amount of securities to be included in such offering to the amount recommended by such managing underwriter or underwriters by first reducing, or eliminating if necessary, all securities of the Company requested to be included by such other Persons (other than the Company and holders of Registrable Securities) and then, if necessary, reducing the securities requested to be included by the holders of Registrable Securities requesting such registration pro rata among such holders on the basis of the percentage of the Registrable Securities requested to be included in such Piggyback Registration Statement exceeds the amount which can be sold in (or during the time of) such offering without delaying or jeopardizing the success of the offering (including the price per share of the securities to be sold), and the Company shall include in such registration only such number of securities that in the reasonable opinion of such underwriter or underwriters can be sold without adversely affecting the marketability of the offering (including an adverse effect on the per share offering price), which securities shall be so included in the following order of priority: (i) first, solely in the case of a Piggyback Registration relating to a primary offering on behalf of the Company, any securities the Company proposes to sell for its own account, (ii) second, in the case of a registration pursuant to Section 2, any Registrable Securities of any Holders, and (iii) third, Registrable Securities to be offered for the account of the Holders and other holders of securities who have piggyback registration rights with respect thereto pro rata on the basis of the number of Common Stock equivalents requested to be registered by each such holdersHolder or other holder participating in such offering.

Priority on Piggyback Registrations. The Company shall use reasonable efforts to cause Notwithstanding any other provision of this Article 2, if the lead managing underwriter or underwriters advise the Company that marketing factors (including, but not limited to, an adverse effect on the per share offering price) require a limitation of a proposed underwritten offering to permit holders the number of Registrable Securities requested shares to be included in an underwritten offering (including Registrable Securities), then the registration for such offering to include Company shall so advise all such Piggyback Holders of Registrable Securities on the same terms and conditions as any other shares of capital stock, if any, of the Company included therein. Notwithstanding the foregoing, if the managing underwriter or underwriters of such underwritten offering who have informed the Company in writing that it is their good faith opinion that the total amount of securities that such holders, the Company and any other Persons having rights requested to participate in such registration, intend offering hereunder that the number of shares that may be included in the underwriting shall be allocated first to include the Company for its own account (in the event of a Company-initiated offering) or to the initial demanding stockholder and any other stockholder having pari passu registration rights as such offering is such as demanding stockholder and to adversely affect the success of such offering, then the amount of securities Piggyback Holders who have duly requested shares to be offered included therein pursuant to Section 2.3 (i) for in the account event of holders of Registrable Securities and a stockholder-initiated offering other than pursuant to Section 2.4(b), in which case clause (ii) for thereof shall apply) on a pro rata basis based on the account number of all registrable securities held by such other Persons (other than stockholders. For any Piggyback Holder which is a partnership, limited liability company or corporation, the Company partners, members or stockholders, as applicable, of such Piggyback Holder shall be deemed to be a single “Piggyback Holder,” and holders of Registrable Securitiesany pro rata reduction with respect to such “Piggyback Holder” pursuant to this Section 2.3(c) shall be reduced to based upon the extent necessary to reduce the total aggregate amount of securities shares carrying registration rights owned by all Persons deemed to be included constitute such “Piggyback Holder” (as defined in such offering to the amount recommended by such managing underwriter or underwriters by first reducing, or eliminating if necessary, all securities of the Company requested to be included by such other Persons (other than the Company and holders of Registrable Securities) and then, if necessary, reducing the securities requested to be included by the holders of Registrable Securities requesting such registration pro rata among such holders on the basis of the percentage of the Registrable Securities requested to be included in such Registration Statement by such holdersthis sentence).

Priority on Piggyback Registrations. The Company Corporation shall use reasonable best efforts to cause the managing underwriter or underwriters of a proposed underwritten offering Underwritten Offering to permit the applicable holders of Registrable Securities requested to be included who have submitted a Piggyback Notice in the registration for connection with such offering to include in such offering all such Registrable Securities included in each holder’s Piggyback Notice on the same terms and conditions as any other shares of capital stockInterests, if any, of the Company Corporation included thereinin the offering. Notwithstanding the foregoing, if the managing underwriter or underwriters of such underwritten offering Underwritten Offering have informed the Company Corporation in writing that it is their good faith opinion that the total amount of securities that such holders, the Company Corporation and any other Persons having rights to participate in such registration, intend to include in such offering is such as to adversely affect the success of such offering, then the amount of securities to be offered (i) for the account of holders of Registrable Securities (other than the Corporation) and (ii) for the account of all such other Persons (other than the Company and holders of Registrable SecuritiesCorporation) shall be reduced to the extent necessary to reduce the total amount of securities to be included in such offering to the amount recommended by such managing underwriter or underwriters by first reducing, or eliminating if necessary, all securities of the Company Corporation requested to be included by such other Persons (other than the Company Corporation and holders of Registrable Securities) and then, if necessary, reducing the securities requested to be included by the holders of Registrable Securities requesting such registration pro rata among such holders on the basis of the percentage of the Registrable Securities requested to be included in such Registration Statement by such holders.

Priority on Piggyback Registrations. The Company shall use its reasonable best efforts to cause the managing underwriter or underwriters of a proposed underwritten offering to permit holders Holders of Registrable Securities requested to be included in the registration for such offering to include all such Registrable Securities on the same terms and conditions as any other shares of capital stockequity interests in the Company, if any, of the Company included therein. Notwithstanding the foregoing, if the managing underwriter or underwriters of such underwritten offering have informed the Company in writing (a “Cutback Notice”) that it is in its or their good faith opinion view the total number or dollar amount of Common Equity Securities that the total amount of securities that such holdersHolders, the Company and any other Persons having rights to participate in such registration, intend to include in such offering is such as to adversely affect the success of such offering, then the amount number of securities to Common Equity Securities that in the opinion of such managing underwriter can be offered sold without adversely affecting such offering shall be included in the following order: (i) first, the Common Equity Securities for the account of holders of Registrable Securities and the Company; (ii) for second, to any Person requesting registration of Common Equity Securities pursuant to demand registration rights; (iii) third, to any Person exercising registration rights under the account of all such other Persons (other than the Company and holders of Registrable Securities) shall be reduced to the extent necessary to reduce the total amount of securities to be included in such offering to the amount recommended by such managing underwriter or underwriters by first reducing, or eliminating if necessary, all securities Shareholders Rights Agreement of the Company requested Company, dated February 28, 2005, as amended from time to be included by such other Persons (other than the Company and holders of Registrable Securities) and thentime, if necessary, reducing the securities requested to be included by pro rata among the holders of Registrable Securities requesting such registration pro rata among such holders securities on the basis of the percentage number of such securities owned by each such holder; and (iv) fourth, to any Holder exercising registration rights under this Agreement and to any other Person having the right to include Common Equity Securities in such Registration Statement, pro rata among the holders of such securities on the basis of the number of such securities owned by each such holder. Notwithstanding anything herein to the contrary, in respect of any offering under this Agreement (whether under Section 2 or otherwise) except to the extent otherwise required by applicable law, no Holder or any of its affiliates (other than the Company), officers, directors, managers, members, stockholders or representatives shall be required directly or indirectly to make any representations or warranties to the Company other than representations or warranties regarding such Holder, its ownership of and title to the Registrable Securities and its intended method of distribution. If requested by the Company, each Holder agrees to enter into an underwriting agreement in customary form with the underwriters; provided, that any liability of any such Holder or its affiliates (other than the Company) to any underwriter or other Person under such underwriting agreement shall be included in such Registration Statement limited to liability arising from breach of its representations and warranties and shall be limited to an amount equal to the total price at which the securities sold by such holdersHolder were offered to the public (net of discounts and commissions paid by such Holder in connection with such offering). Each selling Holder of Registrable Securities agrees to notify the Company, and the managing underwriters, if any, promptly of the happening of any event that makes any statement made in any Registration Statement, related Prospectus, offering circular, or in any other document in reliance upon and in material conformity with written information provided to the Company by such Holder in connection with the preparation of any such document.

Priority on Piggyback Registrations. The Company shall use reasonable efforts to will cause the ----------------------------------- managing underwriter or underwriters of a proposed underwritten offering on behalf of the Company to permit holders Wyndham Holders of the Registrable Securities requested to be included in the registration for such offering to include therein all such Registrable Securities requested to be so included on the same terms and conditions as any other shares of capital stock, if any, securities of the Company included therein. Notwithstanding the foregoing, if the managing underwriter or underwriters of such underwritten offering have informed deliver an opinion to Wyndham and the Company in writing that it is their good faith opinion to the effect that the total amount of securities that such holderswhich Wyndham Holders, the Company and any other Persons persons having rights to participate in such registration, intend registration propose to include in such offering is such as to materially and adversely affect the success of such offering, then the amount of securities to be offered included therein (i) for the account of Wyndham Holders on the one hand (allocated among such holders of Registrable Securities as determined by Wyndham), and (iiy) for the account of all such other Persons persons (exclusive of the Company), on the other than the Company and holders of Registrable Securities) shall hand, will be reduced (to zero if necessary) pro rata in proportion to the respective amounts of securities requested to be included therein to the extent necessary to reduce the total amount of securities to be included in such offering to the amount recommended by such managing underwriter or underwriters by first reducingunderwriters. The managing underwriter or underwriters, or eliminating if necessaryapplying the same standard, may also exclude entirely from such offering all securities of the Company requested to be included by such other Persons (other than the Company and holders of Registrable Securities) and then, if necessary, reducing the securities requested to be included by the holders of Registrable Securities requesting such registration pro rata among such holders on the basis of the percentage of the Registrable Securities requested proposed to be included in such Registration Statement by offering to the extent the Registrable Securities are not of the same class as securities of the Company included in such holdersoffering.

Priority on Piggyback Registrations. The Company shall use reasonable efforts to cause the managing underwriter or underwriters underwriter(s) of a proposed underwritten offering to permit holders of Registrable Securities requested to be included in the registration for such offering to include all such Registrable Securities on the same terms and conditions as any other shares of capital stock, if any, of the Company included therein. Notwithstanding the foregoing, if the managing underwriter or underwriters underwriter(s) of such underwritten offering have informed the Company in writing that it is their good faith opinion that the total amount of securities that such holders, the Company and any other Persons having rights to participate in such registration, intend to include in such offering is such as to adversely affect the success of such offering, then the amount of securities to be offered (i) for the account of holders of Registrable Securities and (ii) for the account of all such other Persons (other than the Company and holders of Registrable Securitiesany other Persons having rights to participate in such registration pursuant to Prior Registration Obligations) shall be reduced to the extent necessary to reduce the total amount of securities to be included in such offering to the amount recommended by such managing underwriter or underwriters by first reducing, or eliminating if necessary, all securities of the Company requested to be included by such other Persons (other than the Company and holders of Registrable Securities) and then, if necessary, reducing the securities requested to be included by the holders of Registrable Securities requesting such registration pro rata among such holders based on the basis number of the percentage of the Registrable Securities requested to be included in owned directly or indirectly by all such Registration Statement by such holdersPersons.

Priority on Piggyback Registrations. The Company shall use reasonable efforts to cause If the managing underwriter or underwriters of a proposed underwritten offering to permit underwriters, if any, advise the holders of Registrable Securities requested in writing that in its or their reasonable opinion that the number or kind of securities proposed to be sold in such registration (including Registrable Securities to be included in the registration for such offering pursuant to include all such Registrable Securities on the same terms and conditions as any other shares of capital stock, if any, of the Company included therein. Notwithstanding the foregoing, if the managing underwriter or underwriters of such underwritten offering have informed the Company in writing that it is their good faith opinion that the total amount of securities that such holders, the Company and any other Persons having rights to participate in such registration, intend to include in such offering is such as to subsection (a)(i) above) will materially adversely affect the success of such offering, then the amount Company will include in such registration the number of securities, if any, which, in the opinion of such underwriter or underwriters, or the Company, as the case may be, can be sold as follows: (A) first, the securities the Company proposes to sell, (B) second, the securities proposed to be offered (i) for the account of holders of Registrable Securities and (ii) for the account of all sold by Persons initially requesting such other Persons registration, if any (other than any BRS Investor), and (C) third, the Company and holders of Registrable Securities) shall be reduced to the extent necessary to reduce the total amount of securities proposed to be included in such offering to the amount recommended sold by such managing underwriter or underwriters by first reducing, or eliminating if necessary, all securities of the Company requested to be included by such other Persons (other than the Company any BRS Investor and holders of Registrable Securities) and then, if necessary, reducing the securities requested to be included by the holders of Registrable Securities requesting such registration pro rata among such holders on the basis of the percentage of the Registrable Securities requested to be included in such registration by the holders of Registrable Securities and all other Persons having registration rights with respect to such offering. To the extent that the privilege of including Registrable Securities in any Piggyback Registration Statement must be allocated among the holders of Registrable Securities and other Persons pursuant to clause (B) or (C) above, the allocation shall be made pro rata based on the number of Registrable Securities that each such participant shall have requested to include therein or proposed to be sold by any BRS Investor, as the case may be. If any holder of Registrable Securities is excluded as a result of the foregoing restrictions from registration, then such holdersholder shall be entitled to sell, on a pro rata basis, the excluded Registrable Securities, prior to any other Registrable Securities, pursuant to the underwriters' over-allotment option.

Priority on Piggyback Registrations. The Company shall use reasonable efforts to cause permit the managing underwriter or underwriters of a proposed underwritten offering to permit holders of Registrable Securities requested to be included in the registration for such offering Holders to include all such Registrable Securities Shares on the same terms and conditions as any other shares of capital stocksimilar securities, if any, of the Company included therein. Notwithstanding the foregoing, if the managing Company or an underwriter or underwriters of participating in such underwritten offering have informed the Company concludes in writing that it is their good faith opinion that the total amount of securities that such holders, the Company and any other Persons having rights requested to participate be included in such registration, intend to include in such offering is such as to Piggyback Registration exceeds the amount which can be sold without materially and adversely affect delaying or affecting the success of such the offering, then the amount of securities to be offered (i) for the account of holders of Registrable Securities and (ii) for the account of all such other Persons (other than the Company and holders of Registrable Securities) Holders shall be reduced in the following manner: (i) if such Piggyback Registration was initiated as a result of a primary registration on behalf of the Company, (and not a secondary on behalf of holders of securities of the Company pursuant to a holders demand registration right), the extent necessary to reduce the total amount of securities to be included offered for the account of the Holders and other holders of securities who have piggyback registration rights with respect thereto shall be reduced (to zero if necessary) pro rata on a basis of the number of capital stock equivalents requested to be registered by each such older participating in such offering to the amount recommended offering; and (ii) if such Piggyback Registration was initiated by such managing underwriter or underwriters by first reducing, or eliminating if necessary, all a stockholder demand for an underwritten secondary registration on behalf of holders of securities of the Company requested to be included by such other Persons (other than the Holders, the 7 Company shall include in such registration: (x) first, up to the full number of common stock equivalents of such persons exercising "demand" registration rights, and (y) second, the number of securities to be offered for the account of the Holders and other holders of Registrable Securities) and then, if necessary, reducing securities who have piggyback registration rights with respect thereto in excess of the amount of securities requested such persons exercising "demand" registration rights propose to be included by the holders of Registrable Securities requesting such registration sell (allocated pro rata among such holders on the basis of the percentage number of the Registrable Securities common stock equivalents requested to be included in such Registration Statement registered by such holders).

Priority on Piggyback Registrations. The Company shall use reasonable efforts If a Piggyback ----------------------------------- Registration is to cause be an underwritten offering, and the managing underwriter or underwriters investment bank advises the Company in writing that in their opinion the number of a proposed underwritten offering to permit holders of Registrable Securities securities requested to be included in such registration exceeds the registration for number which can be sold in such offering to include all such Registrable Securities on without adversely affecting the same terms and conditions as any other shares of capital stock, if any, marketability of the Company included therein. Notwithstanding the foregoing, if the managing underwriter or underwriters of such underwritten offering have informed the Company in writing that it is their good faith opinion that the total amount of securities that such holdersoffering, the Company and any other Persons having rights to participate will include in such registration, intend to include in such offering is such as to adversely affect the success of such offering, then the amount of securities to be offered : (i) first, the securities the Company proposes to sell for the account of holders of Registrable Securities and its own account; (ii) for the account of all such other Persons (other than the Company and holders of Registrable Securities) shall be reduced to the extent necessary to reduce the total amount of securities to be included in such offering to the amount recommended by such managing underwriter or underwriters by first reducingsecond, or eliminating if necessary, all securities of the Company requested to be included by such other Persons (other than the Company and holders of Registrable Securities) and then, if necessary, reducing the securities requested to be included by the holders of Registrable Securities requesting such registration pro rata among such holders on the basis of the percentage of the Registrable Securities requested to be included in such Registration Statement registration by the Holders and any securities requested to be included in such holdersregistration by any other Person pursuant to a demand registration request, other than Persons having a lower priority of registration than the Holders, pro rata among the Holders of such --- ---- Registrable Securities and such other Persons, on the basis of the number of securities requested to be included in such registration by each of such Holders and such other Persons; and (iii) thereafter, other securities requested to be included in such registration, as determined by the Company. The Holders of any Registrable Securities to be included in an underwritten offering shall enter into an underwriting agreement (which shall be in customary form, may include agreements as to indemnification and contribution, and shall provide that the representations and warranties by the Company to and for the benefit of such underwriters shall also be made to and for the benefit of such Holders).

Priority on Piggyback Registrations. The Company Optionor shall use reasonable efforts to cause the managing underwriter or underwriters of a proposed underwritten offering to permit holders of Registrable Securities Optionee to include all Option Shares requested to be included in the registration for Piggyback Registration in such offering to include all such Registrable Securities on the same terms and conditions as any the other shares Common Stock of capital stock, if any, of the Company Optionor included therein. Notwithstanding the foregoing, if the managing underwriter or underwriters of such underwritten offering have informed the Company in writing that it is their good faith deliver(s) a written opinion to Optionee that the total amount number of securities that such holderswhich Optionee, the Company Optionor, and any other Persons persons or entities having rights to participate in such registrationregistration rights, intend to include in such offering is such as to materially and adversely affect the success of such offering, then (i) if the amount Piggyback Registration is an Investor Demand, the Registration Expenses (as defined in the Registration Rights Agreement) for which are being paid by the Company, the number of securities to be offered (i) for in the account of holders of Registrable Securities and (ii) Piggyback Registration for the account of all such other Persons persons and entities, including Optionor (other than the Company First Interstate Capital, Inc., Birch Street Partners and holders of Registrable SecuritiesSecurity Pacific National Bank) shall be reduced or limited pro rata in proportion to the respective number of securities requested to be included in such registration to the extent necessary to reduce the total amount number of securities to be included in such offering to the amount number recommended by such managing underwriter or underwriters by first reducingand (ii) in all other cases, or eliminating if necessary, all the number of securities of the Company requested to be included by such other Persons (other than offered in the Company and holders Piggyback Registration for the account of Registrable Securities) and then, if necessary, reducing the securities requested to be included by the holders of Registrable Securities requesting such registration pro rata among such holders on the basis of the percentage of the Registrable Securities requested to be included in such Registration Statement by such holders.all persons and

Priority on Piggyback Registrations. The Company shall use reasonable efforts to cause permit ----------------------------------- the managing underwriter or underwriters of a proposed underwritten offering to permit holders of Registrable Securities requested to be included in the registration for such offering Holders to include all such Registrable Securities on the same terms and conditions as any other shares of capital stocksimilar securities, if any, of the Company or any other persons holding Common Stock included therein. Notwithstanding the foregoing, if the Company or the managing underwriter or underwriters of participating in such underwritten offering have informed advise the Company Holders in writing that it is their good faith opinion that the total amount of securities that requested to be included in such holdersPiggyback Registration exceeds the amount which can be sold in (or during the time of) such offering without delaying or jeopardizing the success of the offering (including the price per share of the securities to be sold), then the Company and amount of Common Stock to be offered for the account of any other Persons having persons (other than Holders) who have piggyback registration rights with respect to participate such Piggyback Registration shall be reduced or limited (pro rata in proportion to the --- ---- respective number of shares of Common Stock owned by each such person or in any other manner) to zero, if necessary, and if, after such cut back, such managing underwriters conclude that the total amount of securities to be included in such registration, intend to include in such offering is such as to adversely affect Piggyback Registration still could so delay or jeopardize the success of such offering, then the amount of securities Registrable Securities to be offered (i) for the account of holders the Holders shall be reduced or limited pro rata in proportion to the --- ---- respective number of Registrable Securities and (ii) for the account of all owned by each such other Persons (other than the Company and holders of Registrable Securities) shall be reduced to the extent necessary to reduce the total amount of securities to be included in such offering to the amount recommended by such managing underwriter or underwriters by first reducing, or eliminating if necessary, all securities of the Company requested to be included by such other Persons (other than the Company and holders of Registrable Securities) and then, if necessary, reducing the securities requested to be included by the holders of Registrable Securities requesting such registration pro rata among such holders on the basis of the percentage of the Registrable Securities requested to be included in such Registration Statement by such holdersHolder.

Priority on Piggyback Registrations. The Company shall use reasonable efforts to cause the managing underwriter or underwriters of If a proposed underwritten offering to permit holders of Registrable Securities requested Piggyback Registration is to be included in an underwritten offering, and the registration for such offering to include all such Registrable Securities on the same terms and conditions as any other shares of capital stock, if any, of the Company included therein. Notwithstanding the foregoing, if the managing underwriter or underwriters of such underwritten offering have informed advises the Company in writing that it is in their good faith opinion that the total amount number of securities that such holders, the Company and any other Persons having rights to participate in such registration, intend to include in such offering is such as to adversely affect the success of such offering, then the amount of securities to be offered (i) for the account of holders of Registrable Securities and (ii) for the account of all such other Persons (other than the Company and holders of Registrable Securities) shall be reduced to the extent necessary to reduce the total amount of securities to be included in such offering to the amount recommended by such managing underwriter or underwriters by first reducing, or eliminating if necessary, all securities of the Company requested to be included by such other Persons (other than the Company and holders of Registrable Securities) and then, if necessary, reducing the securities requested to be included by the holders of Registrable Securities requesting such registration pro rata among such holders on the basis of the percentage of the Registrable Securities requested to be included in such Registration Statement registration exceeds the number which can be sold in such offering without adversely affecting the marketability of the offering, the Company will include in such registration: (i) first, the securities the Company proposes to sell for its own account; (ii) second, the Registrable Securities requested .to be included in such registration by the Holders and any securities requested to be included in such holdersregistration by any other Person pursuant to a demand registration request, other than Persons having a lower priority of registration than the Holders, pro rata among the Holders of such Registrable Securities and such other Persons, on the basis of the number of securities requested to be included in such registration by each of such Holders and such other Persons; and (iii) thereafter, other securities requested to be included in such registration, as determined by the Company. The Holders of any Registrable Securities to be included in an underwritten offering shall enter into an underwriting agreement (which shall be in customary form, may include agreements as to indemnification and contribution, and shall provide that the representations and warranties by the Company to and for the benefit of such underwriters, shall also be made to and for the benefit of such Holders). If any Holder does not agree to the terms of any such underwriting agreement, which agreement shall be in reasonable and customary form, such Holder shall be excluded from the underwriting upon written notice thereof from the Company or the underwriter.

Priority on Piggyback Registrations. The Company shall use commercially reasonable efforts to cause the managing underwriter or underwriters of a proposed underwritten offering to permit holders of Registrable Securities requested to be included Holders who have submitted a Piggyback Notice in the registration for connection with such offering to include in such offering all such Registrable Securities included in each Holder’s Piggyback Notice on the same terms and conditions as any other shares of capital stock, if any, of Company Securities included in the Company included thereinoffering. Notwithstanding the foregoing, if the managing underwriter or underwriters of such underwritten offering have informed the Company in writing that it is their good faith opinion that the total amount of securities Company Securities that such holdersHolders, the Company and any other Persons having rights to participate in such registration, intend to include in such offering is such as to adversely affect the success of such offering, then the amount of securities Company Securities to be offered (i) for the account of holders of Registrable Securities and (ii) for the account of all in such other Persons (other than the Company and holders of Registrable Securities) registration shall be reduced to the extent necessary to reduce the total amount of securities Company Securities to be included in such offering to the amount recommended by such managing underwriter or underwriters by first reducingand such number of Registrable Securities and other Company Securities shall be allocated as follows: (a) first, or eliminating if necessary, all the securities of the Company proposes to sell, (b) second, the Registrable Securities requested to be included by in such other Persons (other than the Company and holders of Registrable Securities) and thenregistration, if necessary, reducing the securities requested to be included by the holders of Registrable Securities requesting such registration pro rata among such holders the Holders requesting registration pursuant to Section 3(a) on the basis of the percentage of the Registrable Company Securities (on an as-converted basis) requested to be included in such Registration Statement by such holdersHolders, and (c) third, other securities requested to be included in such registration.

Priority on Piggyback Registrations. The Company shall use reasonable efforts If a Piggyback Registration ----------------------------------- is to cause be an underwritten offering, and the managing underwriter or underwriters investment bank advises the Company in writing that in their opinion the number of a proposed underwritten offering to permit holders of Registrable Securities securities requested to be included in such registration exceeds the registration for number which can be sold in such offering to include all such Registrable Securities on without adversely affecting the same terms and conditions as any other shares of capital stock, if any, marketability of the Company included therein. Notwithstanding the foregoing, if the managing underwriter or underwriters of such underwritten offering have informed the Company in writing that it is their good faith opinion that the total amount of securities that such holdersoffering, the Company and any other Persons having rights to participate will include in such registration, intend to include in such offering is such as to adversely affect the success of such offering, then the amount of securities to be offered : (i) first, the securities the Company proposes to sell for the account of holders of Registrable Securities and its own account; (ii) for the account of all such other Persons (other than the Company and holders of Registrable Securities) shall be reduced to the extent necessary to reduce the total amount of securities to be included in such offering to the amount recommended by such managing underwriter or underwriters by first reducingsecond, or eliminating if necessary, all securities of the Company requested to be included by such other Persons (other than the Company and holders of Registrable Securities) and then, if necessary, reducing the securities requested to be included by the holders of Registrable Securities requesting such registration pro rata among such holders on the basis of the percentage of the Registrable Securities requested to be included in such Registration Statement registration by the Holders and any securities requested to be included in such holdersregistration by any other Person pursuant to a demand registration request, other than Persons having a lower priority of registration than the Holders, pro rata among the Holders of such --- ---- Registrable Securities and such other Persons, on the basis of the number of securities requested to be included in such registration by each of such Holders and such other Persons; and (iii) thereafter, other securities requested to be included in such registration, as determined by the Company. The Holders of any Registrable Securities to be included in an underwritten offering shall enter into an underwriting agreement (which shall be in customary form, may include agreements as to indemnification and contribution, and shall provide that the representations and warranties by the Company to and for the benefit of such underwriters shall also be made to and for the benefit of such Holders).

Priority on Piggyback Registrations. The Company shall use reasonable efforts to will cause the managing underwriter or underwriters of a proposed underwritten offering Underwritten Offering to permit holders of Holders holding Registrable Securities requested to be included in the registration for such offering to include therein all such Registrable Securities requested to be so included (such securities, together with any other shares of the same class requested to be included in such registration by any other Person pursuant to similar registration rights, the "PIGGYBACK SHARES") on the same terms and conditions as any other shares of capital stock, if any, securities of the Company, whether or not for the Company's own account, included therein (other than the indemnification by the Holders, which will be limited as set forth in Section 7 hereof and that the Holders shall give customary representations and warranties). The Company included thereinshall cooperate with any such Holder of Registrable Securities in order to limit any representations and warranties to, or agreements with, the Company or the underwriters to be made by such Holder only to those representations, warranties or agreements regarding such Holder, such Holder's Registrable Securities and such Holder's intended method of distribution and any other representation required by law. Notwithstanding the foregoing, if the managing underwriter or underwriters of such underwritten offering have informed Underwritten Offering advises the Company in writing that it is their good faith opinion Holders to the effect that the total amount of securities that such holders, Holders and the Company and any other Persons having rights to participate in such registration, intend propose to include in such offering Underwritten Offering is such as to materially and adversely affect the success of such offering, then the amount of securities to be offered (i) for the account of holders of Registrable Securities and (ii) for the account of all such other Persons (other than the Company and holders of Registrable Securities) shall be reduced to the extent necessary to reduce the total amount of securities to be included will include in such offering to the amount recommended by such managing underwriter or underwriters by first reducing, or eliminating if necessary, all securities of the Company requested to be included by such other Persons (other than the Company and holders of Registrable Securities) and then, if necessary, reducing the securities requested to be included by the holders of Registrable Securities requesting such registration pro rata among such holders on the basis of the percentage of the Registrable Securities requested to be included in such Registration Statement by such holders.registration:

Priority on Piggyback Registrations. The If a Piggyback Registration is an underwritten registration on behalf of the Company, and the Managing Underwriters advise the Company in writing that in their opinion the number of securities requested to be included in such registration exceeds the number which can be sold in such offering without adversely affecting the marketability of the offering, the Company shall use include in such registration, only as may be permitted in the reasonable efforts business judgment of the Managing Underwriters for such registration: (i) first, up to cause that number of securities the managing underwriter or underwriters of a proposed underwritten offering Company proposes to permit holders sell; (ii) second, up to that number of Registrable Securities requested to be included in such registration by the registration for such offering to include all such Registrable Securities on the same terms Holders and conditions as any other shares of capital stock, if any, of the Company included therein. Notwithstanding the foregoing, if the managing underwriter or underwriters of such underwritten offering have informed the Company in writing that it is their good faith opinion that the total amount number of securities that such holders, the Company and any other Persons having rights to participate in such registration, intend to include in such offering is such as to adversely affect the success of such offering, then the amount of securities to be offered (i) for the account of holders of Registrable Securities and (ii) for the account of all such other Persons (other than the Company and holders of Registrable Securities) shall be reduced to the extent necessary to reduce the total amount of securities to be included in such offering to the amount recommended by such managing underwriter or underwriters by first reducing, or eliminating if necessary, all securities of the Company requested to be included by such other Persons (other than the Company and holders of Registrable Securities) and then, if necessary, reducing the securities requested to be included by the holders of Registrable Securities requesting such registration pro rata among such holders on the basis of the percentage of the Registrable Securities requested to be included in such registration by any other Person, pro rata among the Holders of such Registrable Securities and such other Persons, on the basis of the number of shares owned by each of such Holders; PROVIDED, HOWEVER, in the event of a conflict between the provisions of (i) the Registration Statement Rights Agreement dated March 19, 1996, as amended October 30, 1998, by and among the Company, certain stockholders of the Company as described therein (the "Existing Registration Rights Agreement") and the rights of any holders of registrable securities thereunder, and (ii) this Agreement, the terms and the rights of the holders of registrable securities contained in the Existing Registration Rights Agreement will prevail. (iii) third, up to that number of other securities requested to be included in such holdersregistration.