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 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 stocksimilar securities, if any, of the Company or any selling security holder included therein. Notwithstanding ; provided, however, the foregoinginclusion of Registrable Securities in a Piggyback Registration in respect of a demand registration filed for the account of those certain Persons identified on the signature pages to the 1993 Agreement (as hereinafter defined) or their successors and assigns, will be subject to the consent in writing of the managing underwriter of such offering; and, provided further, if the managing underwriter or underwriters of such underwritten offering have informed the Company determine in writing that it is their good faith opinion that the total amount number of securities that such holders, 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 (i) if such Piggyback Registration is a primary registration on behalf of the amount Company, the securities to be offered shall be allocated as follows: (A) first, the full number of securities to be offered by the Company shall be included in such registration, (iB) for then, except as otherwise provided in the account proviso to this clause (B), up to the full number of securities to be offered by 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 included in such registration (allocated among such holders pro rata in proportion to the number of securities owned to the extent necessary to reduce the total amount number of securities to be included in such offering to the amount recommended by such managing underwriter underwriters), provided, as to those certain Persons identified on the signature pages to the 1993 Agreement or their successors and assigns, up to the full number of securities to be offered by holders of Registrable Securities and by such Persons shall be included in such registration (allocated among such holders and Persons pro rata in proportion to the number of securities owned to the extent necessary to reduce the total number of securities to be included in such offering to the amount recommended by such managing underwriters), and (C) to the extent an amount of securities recommended by the managing underwriters remains available, up to that amount of securities shall be included in such registration for the account of all such other persons (allocated among them pro rata in proportion to the respective dollar amounts of securities owned to the extent necessary to reduce the total number of securities to be included in such offering to the amount recommended by first reducingsuch managing underwriters), or eliminating and (ii) if necessary, all such Piggyback Registration is an underwritten secondary registration on behalf of the holders of securities of the Company requested to be included by such other Persons (other than Company, the Company shall include in such registration: (A) first, up to the full number of securities of such persons exercising "demand" registration rights that in the opinion of such underwriter can be sold (allocated among such holders as they may so determine), and holders (B) second, the number of Registrable Securities) and thensecurities included in such registration pursuant to this Section 2.3 in excess of the securities such persons exercising "demand" registration rights proposed to sell that, if necessaryin the opinion of such managing underwriter, reducing can be sold (allocated pro rata on the basis of aggregate dollar amount of 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 holderstherein).

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 stockshares, 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 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 If a Piggyback Registration is an underwritten registration, and the managing underwriter or underwriters shall give written advice to the Company of a proposed underwritten offering number of securities to permit holders of Registrable Securities requested to be included which such registration should, 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, opinion of the Company included therein. Notwithstanding the foregoing, if the managing underwriter or underwriters of such underwritten offering have informed registration in the light of marketing factors, be limited (the “Underwriters’ Maximum Number”), then: (i) 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 shall be entitled to include in such offering is such as to adversely affect the success of such offering, then the amount registration that number 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 which the Company proposes to offer and holders of Registrable Securities) shall be reduced to the extent necessary to reduce the total amount sell for its own account in such registration and/or number 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 by persons exercising demand registration rights which does not exceed the Underwriters’ Maximum Number; (ii) if the Underwriters' Maximum Number exceeds the number of securities which the Company proposes to offer and sell for its own account in such holdersregistration, then the Company will be obligated and required to include in such registration that number of Common Shares requested by the Holder thereof to be included in such registration and which does not exceed such excess and such securities to be registered shall be allocated pro rata among the Holder on the basis of the number of Common Shares requested to be included therein by the Holder and any other person to whom the Company has granted piggyback registration rights; (iii) if the Underwriters' Maximum Number exceeds the sum of the number of Shares which the Company shall be required to include in such registration pursuant to clause (ii) above and the number of securities which the Company proposes to offer and sell for its own account in such registration, then the Company may include in such registration that number of other securities which persons shall have requested be included in such registration and which shall not be greater than such excess.

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 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 which 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 and securities of other holders of registration rights under the Holding Stockholders Registration Statement Rights Agreement, 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, the Registrable Securities to be included in such registration by the Holders and securities of other holders of registration rights under the Holding Stockholders Registration Rights Agreement, 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 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 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 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 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 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 which 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 and securities of other holders of registration rights under the Existing Registration Statement Rights Agreement, 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, the Registrable Securities to be included in such registration by the Holders and securities of other holders of registration rights under the Existing Registration Rights Agreement, 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 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 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 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 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 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 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 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 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 reasonable efforts to cause If a Piggyback Registration is an underwritten offering and the managing underwriter or underwriters thereof advises the Company in writing that, in its opinion, the number of a proposed underwritten offering to permit holders shares of Qualified Registrable Securities requested or proposed to be included in the registration for such offering exceeds the number that can be sold in such offering without materially affecting the offering price of any such securities, the Company shall include in such registration (1) first, to include all the extent that such Registrable Securities on the same terms and conditions as any other shares of capital stock, if any, securities of the Company may be included in such registration without materially affecting the offering price thereof, in the opinion of such managing underwriter, if such registration is initiated by the Company proposing to register any of its Common Equity Securities, such Common Equity Securities proposed to be sold by the Company, (2) second, to the extent that such Qualified Registrable Securities may be included in such Qualified Registration without materially affecting the offering price of the securities referred to in clause (1), in the opinion of such managing underwriter, the Qualified Registrable Securities requested by the Holders to be included in such Piggyback Registration pursuant to Section 2.1 pro rata among such Holders on the basis of the total number of Qualified Registrable Securities, held by each such Holder and eligible to be included therein. Notwithstanding , and (3) third, to the foregoingextent that such securities may be included in such Qualified Registration without materially affecting the offering price of the securities referred to in clauses (1) and (2), if in the managing underwriter or underwriters opinion of such underwritten offering have informed managing underwriter, any other securities of the Company in writing that it is their good faith opinion that held by persons other than the total amount of securities that such holders, the Company and any other Persons Holders having rights to participate in such registrationPiggyback Registration, intend in accordance with agreements with respect 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 registration rights between 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 holderspersons.

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 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 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 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 included thereintherein (other than the indemnification by the Holders, which will be limited as set forth in Section 6(b) hereof and provided, that the Holders give customary representations and warranties). The Company shall 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 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, 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 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 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 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 Company and the holders of Registrable Securities in writing that in its or their opinion, that the number or kind of securities proposed to be sold in such Registration (including Registrable Securities to be included pursuant to Section 5(b)(i)) exceeds the number that can be sold in such offering without (A) creating a substantial risk that the proceeds or price per share the Company will derive from such Registration will be reduced, or that the number of shares to be registered is too large a number to be reasonably sold or (B) materially and adversely affecting such Registration in any other respect, without any reduction in the amount of securities the Company proposes to issue and sell for its own account or in the amount of securities any other security holder proposes to sell for its own account pursuant to a demand Registration right, the number of Registrable Securities to be registered for each Demanding Stockholder shall be reduced pro --- rata based on the amount of Registrable Securities ea each of the Demanding ---- Stockholders 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 stockRegistration, 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 number of securities Registrable Securities to be included in such offering registered to the amount number recommended by such the managing underwriter or underwriters determined by first reducing, or eliminating if necessary, all securities of the Company requested to after consultation with an investment banker of nationally recognized standing (notification of which number shall be included given 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 of 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 holdersdetermination).

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 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 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 If any of the Registrable Securities to be registered pursuant to the registration giving rise to the rights under this Section 4.11(b) 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 reasonable 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 or marketing of the securities in such offering, then there shall be included in such underwritten offering the number or dollar amount of securities to that in the opinion of such managing underwriter(s) can be offered sold without so adversely affecting such offering, and such number of Registrable Securities shall be allocated as follows: (i) first, all securities proposed to be sold by the Company for the account of holders of Registrable Securities and its own account; (ii) for the account of second, 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 Securities requested to be included in such offering registration pursuant to the amount recommended by such managing underwriter or underwriters by first reducingthis Section 4.11(b), 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; and (iii) third, all other securities requested to be included in such Registration Statement; provided that holders may, prior to the earlier of the (i) effectiveness of the Registration Statement and (ii) time at which the offering price and/or underwriter’s discount are determined with the managing underwriter(s), withdraw their request to be included in such registration pursuant to this Section 4.11(b)(ii).