Common use of Priority on Piggyback Registrations Clause in Contracts

Priority on Piggyback Registrations. The Company will cause the managing underwriter or underwriters of a proposed Underwritten Offering to permit 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 on the same terms and conditions as any securities of the Company included therein (other than the indemnification by the Holders, which will be limited as set forth in Section 7 hereof). Notwithstanding the foregoing, if the managing underwriter or underwriters of such Underwritten Offering advises the Holders to the effect that the total amount of securities that such Holders and the Company propose to include in such Underwritten Offering is such as to materially and adversely affect the success of such offering, then the Company will include in such registration (i) first, 100% of the Common Stock of the Person who requests such registration, if any, (ii) second, 100% of the Common Stock the Company proposes to sell, and (iii) third, to the extent of the number of Registrable Securities requested to be included in such registration which, with the advice of such managing underwriter, can be sold without having the adverse effect referred to above, the number of Registrable Securities which the Holders have requested to be included in such registration, such amount to be allocated pro rata among all requesting Holders on the basis of the relative number of Registrable Securities then held by each such Holder.

Priority on Piggyback Registrations. The Company will cause If the managing underwriter or underwriters underwriters, if any, advise the selling Holders in writing that in its or their reasonable opinion or, in the case of a Piggyback Registration not being underwritten, the Company shall reasonably determine (and notify the selling Holders of such determination), after consultation with an investment banker of nationally recognized standing, that the number or kind of securities proposed Underwritten Offering to permit Holders holding be sold in such registration (including Registrable Securities requested to be included pursuant to subsection 2.1 (a) above) is inconsistent with that which can be sold in the such registration for such offering to include therein all such Registrable Securities requested to be so included without having a material effect on the same terms and conditions as any securities success of the Company included therein offering (other than including, without limitation, an impact on the indemnification by selling price or the Holders, which will be limited as set forth in Section 7 hereof). Notwithstanding the foregoing, if the managing underwriter or underwriters of such Underwritten Offering advises the Holders to the effect that the total amount number of securities that such Holders and the Company propose to include in such Underwritten Offering is such as to materially and adversely affect the success of such offeringany participant may sell), then the Company will include in such registration only 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 (i) first, 100% of the Common Stock of the Person who requests such registration, if any, (ii) second, 100% of the Common Stock shares the Company proposes to sell, and (iiiii) thirdsecond, to the extent of the number of Registrable Securities requested to be included in such registration which, with by the advice Holders. To the extent that the privilege of such managing underwriter, can including Registrable Securities in any Piggyback Registration must be sold without having allocated among the adverse effect referred selling Holders pursuant to clause (ii) above, the allocation shall be made pro rata based on the number of Registrable Securities which the Holders that each such Holder shall have requested to be included in such registration, such amount to be allocated pro rata among all requesting Holders on the basis of the relative number of Registrable Securities then held by each such Holderinclude therein.

Priority on Piggyback Registrations. The Company will cause If the managing underwriter or underwriters in a Piggyback Registration advise the Company in writing that in their opinion the number of a proposed Underwritten Offering to permit Holders holding Registrable Securities securities requested to be included in such registration exceeds the registration for number that can be sold in an orderly manner in such offering to include therein all such Registrable Securities requested to be so included on the same terms and conditions as any securities of the Company included therein (other than the indemnification by the Holders, which will be limited as set forth in Section 7 hereof). Notwithstanding the foregoing, if the managing underwriter or underwriters of such Underwritten Offering advises the Holders within a price range acceptable to the effect that the total amount of securities that such Holders and the Company propose to include in such Underwritten Offering is such as to materially and adversely affect the success of such offeringCompany, then the Company will include in such registration (i) first, 100% in the case of a registration initiated by the Common Stock Company, the securities proposed to be sold by the Company, or in the case of a registration initiated by a security holder, the Person who requests securities proposed to be sold by such registration, if anyholder, (ii) second, 100% the securities held by those holders who have existing piggyback registration rights as disclosed on Schedule 4.6(b) of the Common Stock the Company proposes Purchase Agreement and have requested to sellbe included in such registration, and (iii) third, to the extent Registrable Securities of the holders requested to be included in such registration, pro rata among all holders entitled to participate in such offering on the basis of the number of shares of Registrable Securities requested to be included in such registration whichregistration, with the advice of such managing underwriterand (iv) fourth, can be sold without having the adverse effect referred to above, the number of Registrable Securities which the Holders have other securities requested to be included in such registration, such amount to be allocated pro rata among all requesting Holders on . The Company agrees that the basis Investor shall have priority over any holder of securities of the relative number Company who is accorded registration rights in the future; provided that any holder who purchases $5 million or more of securities from the Company and its subsidiaries may have shared priority with the holders of the Registrable Securities then held by each such Holderon a pari passu basis.

Priority on Piggyback Registrations. The Company will cause If the managing underwriter or underwriters underwriters, if any, advise the selling Holders in writing that in its or their reasonable opinion or, in the case of a Piggyback Registration not being underwritten, the Company shall reasonably determine (and notify the selling Holders of such determination), after consultation with an investment banker of nationally recognized standing, that the number or kind of securities proposed Underwritten Offering to permit Holders holding be sold in such registration (including Registrable Securities requested to be included pursuant to subsection 2.2(a) above) is inconsistent with that which can be sold in the such registration for such offering to include therein all such Registrable Securities requested to be so included without having a material effect on the same terms and conditions as any securities success of the Company included therein offering (other than including, without limitation, an impact on the indemnification by selling price or the Holders, which will be limited as set forth in Section 7 hereof). Notwithstanding the foregoing, if the managing underwriter or underwriters of such Underwritten Offering advises the Holders to the effect that the total amount number of securities that such Holders and the Company propose to include in such Underwritten Offering is such as to materially and adversely affect the success of such offeringany participant may sell), then the Company will include in such registration only 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: (i) first, 100% of the Common Stock of the Person who requests such registration, if any, (ii) second, 100% of the Common Stock shares the Company proposes to sell, and (iiiii) thirdsecond, to the extent of the number of Registrable Securities requested to be included in such registration which, with by the advice Holders. To the extent that the privilege of such managing underwriter, can including Registrable Securities in any Piggyback Registration must be sold without having allocated among the adverse effect referred selling Holders pursuant to clause (ii) above, the allocation shall be made pro rata based on the number of Registrable Securities which the Holders that each such Holder shall have requested to be included in such registration, such amount to be allocated pro rata among all requesting Holders on the basis of the relative number of Registrable Securities then held by each such Holderinclude therein.

Priority on Piggyback Registrations. The Company will cause the managing underwriter or underwriters of a proposed Underwritten Offering to permit Holders Holder, if holding Registrable Securities requested to be included in the registration for such offering 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 securities of the Company included therein (other than the indemnification by the HoldersHolder, which will be limited as set forth in Section 7 hereof6(b) hereof and provided, that Holder gives customary representations and warranties). The Company shall cooperate with Holder in order to limit any representations and warranties to, or agreements with, the Company or the underwriters to be made by Holder only to those representations, warranties or agreements regarding Holder, Holder’s Registrable Securities and 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 advises the Holders Holder in writing to the effect that the total amount of securities that such Holders and Holder, the Company and any other Person propose to include in such Underwritten Offering is such as to materially and adversely affect the success of such offering, then the Company will include in such registration (i) first, 100% of the Common Stock of the Person who requests such registration, if any, (ii) second, 100% of the Common Stock the Company proposes to sell, and (iii) third, to the extent of the number of Registrable Securities requested to be included in such registration which, with the advice of such managing underwriter, can be sold without having the adverse effect referred to above, the number of Registrable Securities which the Holders have requested to be included in such registration, such amount to be allocated pro rata among all requesting Holders on the basis of the relative number of Registrable Securities then held by each such Holder.:

Priority on Piggyback Registrations. The Company will cause If a Piggyback Registration involves the registration of shares of Common Stock offered in a firm commitment underwritten offering and the managing underwriter or underwriters of a proposed Underwritten Offering to permit Holders holding Registrable Securities requested to be included in underwriter(s) for 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 securities of advise the Company included therein (other than the indemnification by the Holders, which will be limited as set forth that in Section 7 hereof). Notwithstanding the foregoing, if the managing underwriter or underwriters of such Underwritten Offering advises the Holders to the effect that the total amount of securities that such Holders and the Company propose to include in such Underwritten Offering is such as to materially and adversely affect the success of such offering, then the Company will include in such registration (i) first, 100% of the Common Stock of the Person who requests such registration, if any, (ii) second, 100% of the Common Stock the Company proposes to sell, and (iii) third, to the extent of their opinion the number of Registrable Securities shares of Common Stock requested to be included in such registration which, with exceeds the advice number of such managing underwriter, shares of Common Stock which can be sold in such offering without having adversely affecting the adverse effect referred offering price of the shares of Common Stock to abovebe included therein, the Company will so advise the Holders in writing and will include in such registration that number of Registrable Securities shares of Common Stock which the Holders 77 managing underwriter(s) have advised the Company, in their opinion, will not adversely affect the offering price of the shares of Common Stock to be offered by the Company, such number of shares to be included in such registration in accordance with the following priorities: (i) first, the Common Stock and other securities, if any, that the Company proposes to sell; (ii) second, the Common Stock and securities, if any, that First Britannia Mezzanine N.V. proposes to sell; (iii) third, the Common Stock and securities, if any, that any person (other than the Holders) having piggy-back registration rights granted prior to the date hereof proposes to sell; and (iv) fourth, on a pro-rata basis, (A) the Holder's Shares requested to be included in such registration pursuant to Section 2(a) above and (B) any other Common Stock owned by persons other than the Holders having rights to participate in an underwritten registered offering of Common Stock and who have notified the Company of their intention to participate in such registration, such amount to be allocated pro rata among all requesting Holders on the basis of the relative number of Registrable Securities then held by each such Holder.

Priority on Piggyback Registrations. The Company will cause the ----------------------------------- managing underwriter or underwriters of a proposed Underwritten Offering underwritten offering on behalf of the Company to permit Holders holding holders of 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 securities of the Company included therein (other than the indemnification by the Holders, which will be limited as set forth in Section 7 hereof)therein. Notwithstanding the foregoing, if the managing underwriter or underwriters of such Underwritten Offering advises offering deliver an opinion to the Holders holders of Registrable Securities to the effect that the total amount of securities that which such Holders holders and the Company propose to include in such Underwritten Offering offering is such as to materially and adversely affect the success of such offering, then the Company will include in amount of securities to be included therein for the account of holders of Registrable Securities (allocated pro rata among --- ---- such registration (i) first, 100% holders on the basis of the Common Stock of the Person who requests such registration, if any, (ii) second, 100% of the Common Stock the Company proposes to sell, and (iii) third, to the extent of the number of Registrable Securities requested to be included in therein by each such registration which, with holder) will be reduced (to zero if necessary) to reduce the advice total amount of such managing underwriter, can be sold without having the adverse effect referred to above, the number of Registrable Securities which the Holders have requested securities to be included in such registrationoffering to the amount recommended by such managing underwriter or underwriters. The managing underwriter or underwriters, applying the same standard, may also exclude entirely from such amount offering all Registrable Securities proposed to be allocated pro rata among all requesting Holders on included in such offering to the basis extent the Registrable Securities are not of the relative number same class as securities of Registrable Securities then held by each the Company included in such Holderoffering.

Priority on Piggyback Registrations. The Company will cause the managing underwriter or underwriters of a proposed Underwritten Offering to permit 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 on the same terms and conditions as any securities of the Company included therein (other than the indemnification by the Holders, which will be limited as set forth in Section 7 hereof). Notwithstanding the foregoing, if the managing underwriter or underwriters of such Underwritten Offering advises the Holders to the effect that the total amount of securities that such Holders and the Company propose to include in such Underwritten Offering is such as to materially and adversely affect the success of such offering, then the Company will include in such registration (i) first, 100% of the Common Stock of the Person who requests such registration, if any, (ii) second, 100% of the Common Stock the Company proposes to sell, and (iii) third, to the extent of the number of Registrable Securities requested to be included in such registration which, with the advice of such managing underwriter, can be sold without having the adverse effect referred to above, the number of Registrable Securities which the Holders and any other persons having registration rights have requested to be included in such registration, such amount to be allocated pro rata among all such requesting Holders and such other persons on the basis of the relative number of Registrable Securities then held by each such HolderHolder and such other persons.

Priority on Piggyback Registrations. The Company will cause If a Piggyback Registration involves the registration of shares of Common Stock offered in a firm commitment underwritten offering and the managing underwriter or underwriters of a proposed Underwritten Offering to permit Holders holding Registrable Securities requested to be included in underwriter(s) for 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 securities of advises the Company included therein (other than the indemnification by the Holders, which will be limited as set forth that in Section 7 hereof). Notwithstanding the foregoing, if the managing underwriter or underwriters of such Underwritten Offering advises the Holders to the effect that the total amount of securities that such Holders and the Company propose to include in such Underwritten Offering is such as to materially and adversely affect the success of such offering, then the Company will include in such registration (i) first, 100% of the Common Stock of the Person who requests such registration, if any, (ii) second, 100% of the Common Stock the Company proposes to sell, and (iii) third, to the extent of its opinion the number of Registrable Securities shares of Common Stock requested to be included in such registration which, with exceeds the advice number of such managing underwriter, shares of Common Stock which can be sold in such offering without having adversely affecting the adverse effect referred offering of the shares of Common Stock to abovebe included therein, the Company will so advise the Holders in writing and will include in such registration that number of Registrable Securities shares of Common Stock which the Holders have managing underwriter(s) has advised the Company, in its opinion, will not adversely affect the shares of Common Stock to be offered by the Company, such number of shares to be included in such registration in accordance with the following priorities: (i) first, the Common Stock and other securities, if any, that the Company proposes to sell; and (ii), second, on a pro-rata basis, (A) the Holder's Shares requested to be included in such registration pursuant to Section 2(a) above and (B) any other Common Stock owned by persons other than the Holders having rights to participate in an underwritten registered offering of Common Stock and who have notified the Company of their intention to participate in such registration, such amount to be allocated pro rata among all requesting Holders on the basis of the relative number of Registrable Securities then held by each such Holder.

Priority on Piggyback Registrations. The Company will cause the managing underwriter or underwriters of a proposed Underwritten Offering on behalf of the Company to permit 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 on the same terms and conditions as any securities of the Company included therein (other than the indemnification by the Holders, which will be limited as set forth in Section 7 hereof). Notwithstanding the foregoing, if the managing underwriter or underwriters of such Underwritten Offering advises the Holders to the effect that the total amount of securities that such Holders and the Company propose to include in such Underwritten Offering is such as to materially and adversely affect the success of such offering, then the Company will include in such registration (i) first, 100% of the Common Stock of the Person who requests such registration, if any, (ii) second, 100% of the Common Stock the Company proposes to sell, and (iiiii) thirdsecond, to the extent of the number of Registrable Securities requested to be included in such registration which, with the advice of such managing underwriter, can be sold without having the adverse effect referred to above, the number of Registrable Securities which the Holders have requested to be included in such registration, such amount to be allocated pro rata among all requesting Holders on the basis of the relative number of Registrable Securities then held by each such Holder.

Priority on Piggyback Registrations. The If any Fortress Investor is participating in any Piggyback Registration, the Company will cause not include in any such Piggyback Registration on behalf of the Company any securities that are not securities the Company proposes to sell or Fortress Investors Registrable Securities without the prior written consent of the Fortress Investors. If a Piggyback Registration is an underwritten primary registration on behalf of the Company, and the managing underwriter or underwriters advise the Company that in their opinion the number of a proposed Underwritten Offering to permit Holders holding Registrable Securities securities requested to be included in such registration exceeds the registration for number that can be sold in such offering to include therein all such Registrable Securities requested to be so included on without adversely affecting the same terms and conditions as any securities marketability, proposed offering price, timing or method of distribution of the Company included therein (other than the indemnification by the Holders, which will be limited as set forth in Section 7 hereof). Notwithstanding the foregoing, if the managing underwriter or underwriters of such Underwritten Offering advises the Holders to the effect that the total amount of securities that such Holders and the Company propose to include in such Underwritten Offering is such as to materially and adversely affect the success of such offering, then the Company will include in such registration (i) first, 100% of the Common Stock of securities the Person who requests such registration, if anyCompany proposes to sell, (ii) second, 100% of the Common Stock the Company proposes to sell, and (iii) third, to the extent of the number of Fortress Investor Registrable Securities requested to be included in such registration whichby any Fortress Investors that, with in the advice opinion of such managing underwriterunderwriters, can be sold sold, without having any such adverse effect, pro rata among such Fortress Investors on the adverse effect referred to above, basis of the number of Fortress Investors Registrable Securities which owned by each such Participating Fortress Investor, (iii) third, the Holders have Other Investor Registrable Securities requested to be included in such registrationregistration by any Other Investors that, in the opinion of such amount to underwriters, can be allocated sold, without any such adverse effect, pro rata among all requesting Holders such participating Other Investors on the basis of the relative number of Other Investor Registrable Securities then held owned by each such HolderOther Investor and (iv) fourth, other securities requested to be included in such registration that, in the opinion of the underwriters, can be sold without any such adverse effect.

Priority on Piggyback Registrations. The Company will cause the managing underwriter or underwriters of a proposed Underwritten Offering to permit 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 securities of the Company included therein (other than the indemnification by the Holders, which will be limited as set forth in Section 7 hereof6(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 advises the Holders to the effect that the total amount of securities that such Holders and Holders, the Company and any other Person propose to include in such Underwritten Offering is such as to materially and adversely affect the success of such offering, then the Company will include in such registration (i) first, 100% of the Common Stock of the Person who requests such registration, if any, (ii) second, 100% of the Common Stock the Company proposes to sell, and (iii) third, to the extent of the number of Registrable Securities requested to be included in such registration which, with the advice of such managing underwriter, can be sold without having the adverse effect referred to above, the number of Registrable Securities which the Holders have requested to be included in such registration, such amount to be allocated pro rata among all requesting Holders on the basis of the relative number of Registrable Securities then held by each such Holder.:

Priority on Piggyback Registrations. The Company will cause the managing underwriter or underwriters of a proposed Underwritten Offering to permit Holders Holder, if holding Registrable Securities requested to be included in the registration for such offering 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 securities of the Company included therein (other than the indemnification by the HoldersHolder, which will be limited as set forth in Section 7 hereof6(b) hereof and provided, that Holder gives customary representations and warranties). The Company shall cooperate with Holder in order to limit any representations and warranties to, or agreements with, the Company or the underwriters to be made by Holder only to those representations, warranties or agreements regarding Holder, Holder's Registrable Securities and 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 advises the Holders Holder in writing to the effect that the total amount of securities that such Holders and Holder, the Company and any other Person propose to include in such Underwritten Offering is such as to materially and adversely affect the success of such offering, then the Company will include in such registration (i) first, 100% of the Common Stock of the Person who requests such registration, if any, (ii) second, 100% of the Common Stock the Company proposes to sell, and (iii) third, to the extent of the number of Registrable Securities requested to be included in such registration which, with the advice of such managing underwriter, can be sold without having the adverse effect referred to above, the number of Registrable Securities which the Holders have requested to be included in such registration, such amount to be allocated pro rata among all requesting Holders on the basis of the relative number of Registrable Securities then held by each such Holder.:

Priority on Piggyback Registrations. The Company will cause If the managing underwriter or underwriters ----------------------------------- underwriters, if any, advise the selling Holders in writing that in its or their reasonable opinion or, in the case of a Piggyback Registration not being underwritten, the Company shall reasonably determine (and notify the selling Holders of such determination), after consultation with an investment banker of nationally recognized standing, that the number or kind of securities proposed Underwritten Offering to permit Holders holding be sold in such registration (including Registrable Securities requested to be included pursuant to Section 7.1(a) above) is inconsistent with that which can be sold in the such registration for such offering to include therein all such Registrable Securities requested to be so included without having a material effect on the same terms and conditions as any securities success of the Company included therein offering (other than including, without limitation, an impact on the indemnification by selling price or the Holders, which will be limited as set forth in Section 7 hereof). Notwithstanding the foregoing, if the managing underwriter or underwriters of such Underwritten Offering advises the Holders to the effect that the total amount number of securities that such Holders and the Company propose to include in such Underwritten Offering is such as to materially and adversely affect the success of such offeringany participant may sell), then the 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: (i) first, 100% of the Common Stock of the Person who requests such registration, if any, (ii) second, 100% of the Common Stock shares the Company proposes to sell, and (iiiii) thirdsecond, to the extent of the number of Registrable Securities requested to be included in such registration which, with by the advice Holders. To the extent that the privilege of such managing underwriter, can including Registrable Securities in any Piggyback Registration must be sold without having allocated among the adverse effect referred selling Holders pursuant to clause (ii) above, the allocation shall be made pro rata based on the number of Registrable Securities which the Holders have requested to be included in shares of Common Stock then owned by such registration, such amount to be allocated pro rata among all requesting Holders on the basis of the relative number of Registrable Securities then held by each such HolderHolders.

Priority on Piggyback Registrations. The Company will cause (a) If a Piggyback Registration is an underwritten offering and was initiated by the Company, and if the managing underwriter or underwriters advises the Company that the inclusion of a proposed Underwritten Offering to permit Holders holding Registrable Securities Shares 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 securities of Registration Statement would cause an Adverse Effect, the Company included therein (other than the indemnification by the Holders, which will be limited as set forth in Section 7 hereof). Notwithstanding the foregoing, if the managing underwriter or underwriters of such Underwritten Offering advises the Holders to the effect that the total amount of securities that such Holders and the Company propose to include in such Underwritten Offering is such as to materially and adversely affect the success of such offering, then the Company will shall include in such registration statement (i) first, 100% of the Common Stock of securities the Person who requests such registration, if anyCompany proposes to sell, (ii) second, 100% of the Common Stock the Company proposes to sell, and (iii) third, to the extent of the number of Registrable Securities requested to be included in such registration which, with the advice of such managing underwriter, can be sold without having the adverse effect referred to above, the number of Registrable Securities which the Holders have Shares requested to be included in such registration, such amount to be allocated pro rata among all requesting the Holders of such Registrable Shares on the basis of the relative number of Registrable Securities then held Shares owned by each such Holder, and (iii) third, any other securities requested to be included in such registration. If as a result of the provisions of this Section 2.2.2(a) any Holder shall not be entitled to include all Registrable Shares in a registration that such Holder has requested to be so included, such Holder may withdraw such Holder’s request to include Registrable Shares in such registration statement. (b) If a Piggyback Registration is an underwritten offering and was initiated by a security holder of the Company, and if the managing underwriter advises the Company that the inclusion of Registrable Shares requested to be included in the Registration Statement would cause an Adverse Effect, the Company shall include in such registration statement (i) first, the securities requested to be included therein by the

Priority on Piggyback Registrations. The Company will cause If the managing underwriter or underwriters ----------------------------------- underwriters, if any, advise AT&T in writing that in its or their reasonable opinion or, in the case of a Piggyback Registration not being underwritten, the Corporation shall reasonably determine (and notify AT&T of such determination), after consultation with an investment banker of nationally recognized standing, that the number or kind of securities proposed Underwritten Offering to permit Holders holding be sold in such registration (including Registrable Securities requested to be included pursuant to Section 1(a) above) is inconsistent with that which can be sold in the such registration for such offering to include therein all such Registrable Securities requested to be so included without having a material effect on the same terms and conditions as any securities success of the Company included therein offering (other than including, without limitation, an impact on the indemnification by selling price or the Holders, which will be limited as set forth in Section 7 hereof). Notwithstanding the foregoing, if the managing underwriter or underwriters of such Underwritten Offering advises the Holders to the effect that the total amount number of securities that such Holders and any participant may sell), the Company propose to include in such Underwritten Offering is such as to materially and adversely affect the success of such offering, then the Company Corporation will include in such registration the number of securities, if any, which, in the opinion of such underwriter or underwriters, or the Corporation, as the case may be, can be sold as follows: (i) first, 100% of the Common Stock of shares the Person who requests such registration, if anyCorporation proposes to sell, (ii) second, 100% of the Common Stock requested to be included in such registration by the Company proposes "Holders" under the Corporation's Stockholders Agreement, as amended from time to selltime, and (iii) third, shares of Common Stock requested to be included in such registration statement by stockholders pursuant to the extent conversion of any shares of preferred stock or debt of the number of Corporation, in each case, sold after the date hereof, and (iv) fourth, the Registrable Securities requested to be included in such registration which, with the advice by AT&T and other holders of such managing underwriter, can be sold without having the adverse effect referred to above, the number of Registrable Securities which the Holders have requested to be included in such registration, such amount to be allocated pro rata among all requesting Holders on the basis common stock of the relative number of Registrable Securities then held by each such Holder.Corporation which possess at least as favorable registration rights as AT&T.

Priority on Piggyback Registrations. The Company will cause If a Piggyback Registration involves the registration of shares of Common Stock offered in a firm commitment underwritten offering and the managing underwriter or underwriters of a proposed Underwritten Offering to permit Holders holding Registrable Securities requested to be included in underwriter(s) for 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 securities of advise the Company included therein (other than the indemnification by the Holders, which will be limited as set forth that in Section 7 hereof). Notwithstanding the foregoing, if the managing underwriter or underwriters of such Underwritten Offering advises the Holders to the effect that the total amount of securities that such Holders and the Company propose to include in such Underwritten Offering is such as to materially and adversely affect the success of such offering, then the Company will include in such registration (i) first, 100% of the Common Stock of the Person who requests such registration, if any, (ii) second, 100% of the Common Stock the Company proposes to sell, and (iii) third, to the extent of their opinion the number of Registrable Securities shares of Common Stock requested to be included in such registration which, with exceeds the advice number of such managing underwriter, Common Stock which can be sold in such offering without having affecting the adverse effect referred success of the offering of the securities of the Company to abovebe offered and sold by the Company for its own account, the Company will so advise the Holders in writing and will include in such registration that number of Registrable Securities shares of Common Stock which the managing underwriter(s) have advised the Company, in their opinion, will not affect the success of the offering of the securities of the Company to be offered and sold by the Company for its own account, such number of shares to be included in such registration in accordance with the following priorities: (i) first, the Common Stock and other securities, if any, that the Company proposes to sell; (ii) second, the Common Stock and securities, if any, that any person (other than the Holders) having piggyback registration rights granted prior to the date hereof who by their terms have priority over the rights of the Holders have on registration, proposes to sell; and (iii) third, on a pro-rata basis, (A) the Holder's Shares requested to be included in such registration pursuant to Section 3(a) above and (B) any other Common Stock owned by persons other than the Holders having rights to participate in an underwritten registered offering of Common Stock and who have notified the Company of their intention to participate in such registration, such amount to be allocated pro rata among all requesting Holders on the basis of the relative number of Registrable Securities then held by each such Holder.