Common use of Priority on Primary Registrations Clause in Contracts

Priority on Primary Registrations. If a Piggyback Registration is in part an underwritten primary registration on behalf of the Company and the managing underwriters advise the Company in writing that in their opinion the number of securities requested to be included in such registration exceeds the number which can be sold in an orderly manner in such offering within a price range acceptable to the Company and without adversely affecting the marketability of the offering, then the Company will include in such registration (i) first, the securities the Company proposes to sell, (ii) second, the Registrable Securities requested to be included in such registration, pro rata from among the holders of such Registrable Securities according to the number of Registrable Securities requested by them to be so included, and (iii) third, any other securities requested to be included in such registration, in such manner as the Company may determine.

Priority on Primary Registrations. If a Piggyback Registration is in part an underwritten primary registration on behalf of the Company Company, and the managing underwriters advise the Company in writing that in their opinion the number of securities requested to be included in such registration exceeds the number which can be sold in an orderly manner in such offering within a price range acceptable to the Company and without adversely affecting the marketability of the offering, then the Company will shall include in such registration (i) first, the securities the Company proposes to sell, (ii) second, the Registrable Securities securities requested to be included in such registrationregistration by the Holder, pro rata from among with all other common stockholders with Piggyback Registration rights on the holders basis of such Registrable Securities according to the number of Registrable Securities shares requested by them to be so includedincluded therein by each such holder, and (iii) third, any other securities requested to be included in such registration, in such manner as registration pro rata among the Company may determineholders thereof on the basis of the number of shares requested to be included therein.

Priority on Primary Registrations. If a Piggyback Registration is in part an underwritten primary registration on behalf of the Company other than for a Qualified Public Offering, and the managing underwriters advise the Company in writing that in their opinion the number of securities requested to be included in such registration exceeds the number which can be sold in an orderly manner in such offering within a price range acceptable to the Company and without adversely affecting the marketability of the offering, then the Company will include in such registration (i) first, the securities the Company proposes to sell, (ii) second, the Registrable Securities requested to be included in such registration, pro rata from among the holders of such Registrable Securities according to on the number basis of the amount of Registrable Securities that each such holder requested by them to be so includedincluded in such registration, and (iii) third, any other securities requested to be included in such registration, ; provided that in any event the holders of Registrable Securities shall be entitled to register at least 30% of the Registrable Securities requested to be included in any such manner as the Company may determineregistration.

Priority on Primary Registrations. If a Piggyback Registration is in part an underwritten primary registration on behalf of the Company Company, and the managing underwriters advise the Company in writing that in their opinion the number of securities requested to be included in such registration exceeds the number which can be sold in an orderly manner in such offering within a price range acceptable to the Company and without adversely affecting the marketability of the offeringCompany, then the Company will shall include in such registration (i) first, the securities the Company proposes to sell, (ii) second, the Registrable Securities requested to be included in such registration, pro rata from among the holders of such Registrable Securities according to on the basis of the number of Registrable Securities shares requested by them to be so includedincluded therein by each such holder, and (iii) third, any other securities the Other Securities requested to be included in such registration, in such manner as the Company may determine.

Priority on Primary Registrations. If a Piggyback Registration is in part an underwritten primary registration on behalf of the Company Company, and the managing underwriters advise the Company in writing (with a copy to each party hereto requesting registration of Registrable Securities) that in their opinion the number of securities requested to be included in such registration exceeds the number which can be sold in an orderly manner in such offering within a price range acceptable to the Company and without adversely affecting the marketability of the such offering, then the Company will include in such registration (i) first, the securities the Company proposes to sell, (ii) second, the Registrable Securities requested to be included in such registration, pro rata from among the holders of such Registrable Securities according to on the basis of the number of Registrable Securities requested owned by them to be so included, each such holder and (iii) third, any other securities requested to be included in such registration, in registration pro rata among the holders thereof on the basis of the number of such manner as the Company may determinesecurities owned by each such holder.

Priority on Primary Registrations. If a Piggyback Registration is in part an underwritten primary registration on behalf of the Company Company, and the managing underwriters advise the Company in writing that in their opinion the number of Registrable Securities and, if permitted hereunder, other securities requested to be included in such registration exceeds the number which can be sold in an orderly manner in such offering within a price range acceptable to the Company and therein without adversely affecting the marketability of the offering, then the Company will shall include in such registration (i) first, all of the securities the Company proposes to sell, (ii) second, the Registrable Securities requested to be included in such registration, pro rata from among the respective holders thereof on the basis of the amount owned by each such Registrable Securities according to the number of Registrable Securities requested by them to be so includedholder and its Affiliates, and (iii) third, any the other securities requested to be included in such registration, in pro rata among the holders of such manner as other securities on the Company may determinebasis of the number of such other securities owned by each such holder and its Affiliates.

Priority on Primary Registrations. If a Piggyback Registration is in part an underwritten a primary registration Underwritten Registration on behalf of the Company Company, and the managing underwriters advise the Company in writing that they have determined in their opinion good faith that the number of securities requested to be included in such registration exceeds the number which can be sold in an orderly manner in such offering within a price range acceptable to the Company and without adversely affecting the marketability of the offering, then the Company will include shall include, subject to Section 4.2(d), in such registration (i) first, the securities the Company proposes to sell, (ii) second, the Registrable Securities requested to be included in such registration, pro rata from among the respective holders thereof on the basis of such Registrable Securities according to the number of Registrable Securities shares requested by them to be so included, included in such registration by each such holder and (iii) third, any at the discretion of the Company, other securities of the Company requested to be included in such registration, pro rata among the respective holders thereof on the basis of the number of shares requested to be included in such manner as the Company may determineregistration by each such holder.

Priority on Primary Registrations. If a Piggyback Registration is in part an underwritten primary registration on behalf of the Company Company, and the managing underwriters advise the Company in writing that (with a copy to each party hereto requesting registration of Registrable Securities) that, in their opinion opinion, the number of securities requested to be included in such registration exceeds the number which can be sold in an orderly manner in such offering within a price range acceptable to the Company and without adversely affecting the marketability of the such offering, then the Company will include in such registration (i) first, the securities that the Company proposes to sell, (ii) second, the Registrable Securities requested to be included in such registration, pro rata from among the holders thereof on the basis of such Registrable Securities according to the number of Registrable Securities requested owned by them to be so includedeach such holder, and (iii) third, any other securities requested to be included in such registration, in registration pro rata among the holders of such manner as securities on the Company may determinebasis of the number of such other securities owned by each such holder.

Priority on Primary Registrations. If a Piggyback Registration is in part an underwritten primary registration on behalf of the Company Company, and the managing underwriters advise the Company in writing that in their opinion the number of securities requested to be included in such registration exceeds the number of securities which can be sold in an orderly manner in such offering within a price range acceptable to the Company and without adversely affecting the marketability of the offering, then the Company will shall include in such registration (i) first, the securities the Company proposes to sell, (ii) second, the Registrable Securities requested to be included in such registration, pro rata from among the holders of such Registrable Securities according to on the basis of the number of Registrable Securities shares requested by them to be so includedincluded therein by each such holder, and (iii) third, any other securities requested to be included in such registration, in such manner as the Company may determine.

Priority on Primary Registrations. If a Piggyback Registration is in part an underwritten primary registration on behalf of the Company, the Company and will include in such registration all securities requested to be included in such registration; provided, that if the managing underwriters advise the Company in writing that in their opinion the number of securities requested to be included in such registration exceeds the number which can be sold in an orderly manner in such offering within a price range acceptable to the Company and without adversely affecting the marketability of the offering, then the Company will include in such registration (i) first, the securities the Company proposes to sell, (ii) second, the Registrable Securities requested to be included in such registration, pro rata from among the holders of such Registrable Securities according to on the basis of the number of shares of Registrable Securities requested owned by them to be so includedeach such holder, and (iii) third, any other securities securities, if any, requested to be included in such registration, in such manner as the Company may determine.

Priority on Primary Registrations. If a Piggyback Registration is in part an underwritten primary registration on behalf of the Company Company, and the managing underwriters advise the Company in writing that in their opinion the number of securities requested to be included in such registration exceeds the number which can be sold in an orderly manner in such offering within a price range acceptable to the Company and without adversely affecting the marketability of the offeringCompany, then the Company will shall include in such registration the number which can be so sold in the following order of priority: (i) first, the securities the Company proposes to sell, (ii) second, the Registrable Securities requested to be included in such registration, registration (pro rata from among the holders of such Registrable Securities according to on the basis of the number of Registrable Securities requested shares of Common Stock owned by them to be so includedeach such holder), and (iii) third, any other securities requested to be included in such registration, in such manner as the Company may determine.

Priority on Primary Registrations. If a Piggyback Registration is in part an underwritten primary registration on behalf of the Company Company, and the managing underwriters advise the Company in writing that in their opinion the number of securities requested to be included in such registration exceeds the number which can be sold in an orderly manner such offering and/or that the number of securities requested to be included in such offering within a registration would adversely affect the price range acceptable per share of the Company's securities to be sold in such offering, the Company and without adversely affecting the marketability of the offering, then the Company will shall include in such registration (i) first, the securities the Company proposes to sell, (ii) second, the Registrable Securities requested to be included in such registrationtherein by the Holders, pro rata from among the holders Holders of such Registrable Securities according to on the basis of the number of Registrable Securities shares requested by them to be so included, registered by such Holders and (iii) third, the Common Stock of any other securities holders of Common Stock who have requested to be included in such registration, in such manner as the Company may determine.

Priority on Primary Registrations. If a Piggyback Registration is in part an underwritten primary registration on behalf of the Company Company, and the managing underwriters advise the Company in writing that in their opinion the number of securities requested to be included in such registration exceeds the number which can be sold in an orderly manner in such offering within a price range acceptable to the Company and without adversely affecting the marketability of the offering, then the Company will shall include in such registration (i) first, the securities the Company proposes to sell, (ii) second, the any Registrable Securities requested to be included in such registration, pro rata from among the holders of such Registrable Securities according to on the basis of the number of Registrable Securities requested owned by them to be so includedeach such holder, and (iii) third, any other securities requested to be included in such registration, pro rata among the holders of other securities on the basis of the number of other securities requested to be included in such manner as the Company may determineregistration.

Priority on Primary Registrations. If a Piggyback Registration is in part an underwritten primary registration on behalf of the Company Company, and the managing underwriters advise the Company in writing that in their opinion the number of securities requested to be included in such registration exceeds the number which can be sold in an orderly manner in such offering within a price range acceptable to offering, the Company and without adversely affecting the marketability of the offering, then the Company will shall include in such registration (i) first, the securities the Company proposes to sell, (ii) second, the Registrable Securities requested to be included in such registrationtherein by the Holders thereof, pro rata from among the holders Holders of such Registrable Securities according to on the basis of the number of Registrable Securities shares requested by them to be so includedregistered by such Holders, and (iii) third, any other securities requested to be included in such registration, in registration pro rata among the holders of such manner securities on the basis of the number of shares requested to be registered by such holders or as the Company such holders may determineotherwise agree.

Priority on Primary Registrations. If a Piggyback Registration is in part an underwritten primary registration on behalf of the Company Company, and the managing underwriters advise the Company in writing that in their opinion the number of Registrable Securities and, if permitted hereunder, other securities requested to be included in such registration exceeds the number which can be sold in an orderly manner in such offering within a price range acceptable to the Company and therein without adversely affecting the marketability of the offering, then the Company will shall include in such registration (i) first, the securities the Company proposes to sell, (ii) second, the Registrable Securities requested to be included in such registration, pro rata from among the holders of such Registrable Securities according to on the basis of the number of shares or units of Registrable Securities requested owned by them to be so included, each such holder and its Affiliates and (iii) third, any the other securities requested to be included in such registration, in registration pro rata among the holders of such manner as securities on the Company may determinebasis of the number of such other securities owned by each such holder and its Affiliates.

Priority on Primary Registrations. If a Piggyback Registration is in part an underwritten primary registration on behalf of the Company and the managing underwriters advise the Company in writing that in their opinion the number of securities Class A Shares requested to be included in such registration exceeds the number which can be sold in an orderly manner in such offering within a price range acceptable to the Company and without adversely affecting the marketability of the offering, then the Company will shall include in such registration Piggyback Registration (i) first, the securities Class A Shares the Company proposes to sell, (ii) second, the number of Registrable Securities Shares requested to be included in such registrationPiggyback Registration, pro rata from among the holders of such Registrable Securities Shares according to the number of Registrable Securities Shares requested by them to be so included, included and (iii) third, any other securities Class A Shares requested to be included in such registration, in such manner as the Company may determine.

Priority on Primary Registrations. If a Piggyback Registration is in part an underwritten primary registration on behalf of the Company Company, and the managing underwriters advise the Company in writing that in their opinion the number of securities requested to be included in such registration exceeds the number which can be sold in an orderly manner in such offering within a price range acceptable to the Company and without adversely affecting the marketability of the offering, then the Company will shall include in such registration (i) first, the securities the Company proposes to sell, (ii) second, without limiting and after giving effect to the DCL/Perseus Preference (as defined in Section 1(f) below), the Registrable Securities requested to be included in such registration, pro rata from among the holders of such Registrable Securities according to on the basis of the number of shares of Registrable Securities requested by them to be so includedincluded in such registration by each such holder, and (iii) third, any other securities requested to be included in such registration, in such manner as the Company may determine.

Priority on Primary Registrations. If a Piggyback Registration is in part an underwritten primary registration on behalf of the Company by or through one or more underwriters of recognized standing and the managing lead underwriters advise the Company in writing that that, in their opinion good faith judgment, the number of securities requested to be included in such registration exceeds the number which can be sold in an orderly manner in such offering within a price range acceptable to the Company without materially and without adversely affecting the marketability of the offering, then the Company will include in the Registration Statement relating to such registration (i) first, the securities the Company proposes to sell, and (ii) second, the Registrable Securities requested to be included in such registration, pro rata from among registration by Stockholder and the holders of such Registrable Securities according to the number of Registrable Securities requested by them to be so included, and (iii) third, any other securities requested to be included in such registrationregistration by Other Security Holders, reduced, in each case, on a pro rata basis, based on the amount of Registrable Securities owned by Stockholder or the securities owned by each such manner as the Company may determineOther Security Holder.

Priority on Primary Registrations. If a Piggyback Registration is in part an underwritten primary registration on behalf of the Company Company, and the managing underwriters advise the Company in writing that in their opinion the number of securities requested to be included in such registration exceeds the number which can be sold in an orderly manner in such offering within a price range acceptable to without having an adverse effect on such offering, the Company and without adversely affecting the marketability of the offering, then the Company will shall include in such registration (i) first, the securities the Company proposes to sell, (ii) second, the Registrable Securities Common Shares requested to be included in such registrationtherein by the Holders, pro rata from among the holders Holders of such Registrable Securities according to Common Shares on the basis of the number of Registrable Securities shares requested by them to be so includedregistered by such Holders, and (iii) third, any other securities requested to be included in such registration, in registration pro rata among the holders of such manner securities on the basis of the number of shares requested to be registered by such holders or as the Company such holders may determineotherwise agree.

Priority on Primary Registrations. If a Piggyback Registration is in part an underwritten primary registration on behalf of the Company Company, and the managing underwriters advise the Company in writing that in their opinion the number of securities requested to be included in such registration exceeds the number of securities which can be sold in an orderly manner in such offering within a price range acceptable to the Company and therein without adversely affecting the marketability of the offering, then the Company will shall include in such registration (ia) first, the securities that the Company proposes to sell, (iib) second, the Registrable Securities requested to be included in such registration, pro rata from among the respective holders thereof on the basis of such Registrable Securities according to the number amount of Registrable Securities requested owned by them to be so included, each such requesting holder and (iiic) third, any other securities requested to be included in such registration. Notwithstanding the foregoing, the holders of Registrable Securities shall be entitled to include in any such registration of the Company’s securities at least 20% of the aggregate amount of securities registered in such manner as the Company may determineregistration.

Priority on Primary Registrations. If a Piggyback Registration is in part an underwritten primary registration Registration on behalf of the Company and the managing underwriters advise the Company in writing that in their opinion the number of securities requested to be included in such registration Registration exceeds the number which can be sold in an orderly manner in such offering within a and/or that the number of securities proposed to be included in such offering would adversely affect the price range acceptable to per share of the Common Stock, the Company and without adversely affecting the marketability of the offering, then the Company will shall include in such registration the Registration (i) first, the securities the Company proposes to sell, and (ii) second, the Registrable Securities requested to be included in such registration, the Registration pro rata from among the holders Holders on the basis of such Registrable Securities according to the number of Registrable Securities requested by them shares proposed to be so includedregistered by each or as such holders may otherwise agree, and (iii) third, any other securities requested to be included in the Registration pro rata among the holders of such registration, in other securities on the basis of the number of shares requested to be registered by each such manner holder or as the Company such holders may determineotherwise agree.

Priority on Primary Registrations. If a Piggyback Registration is in part includes an underwritten primary registration on behalf of for the Company Company, and the managing underwriters underwriter(s) for such offering determine in good faith and advise the Company in writing that in their opinion the number of securities Registrable Securities requested to be included in such registration exceeds the number which that can be sold in an orderly manner in such offering within a price range acceptable to the Company and without materially adversely affecting the marketability distribution of such securities by the offeringCompany, then the Company will include in such registration (iA) first, the securities that the Company proposes to sell, sell and (iiB) second, the Registrable Securities requested to be included in such registration, apportioned pro rata from among the Holders of Registrable Securities, provided, however, the Company will use its best efforts to include not less than 20% of the Registrable Securities, and (C) third, securities of the holders of such Registrable Securities according to the number of Registrable Securities requested by them to be so included, and (iii) third, any other securities requested to be included in such requesting registration, in such manner as the Company may determine.

Priority on Primary Registrations. If a Piggyback Registration is in part an underwritten primary registration on behalf of the Company Company, and the managing underwriters underwriter(s) advise the Company in writing that (with a copy to each party hereto requesting registration of Registrable Securities) that, in their opinion opinion, the number of securities requested to be included in such registration exceeds the number which can be sold in an orderly manner in such offering within a price range acceptable to the Company and without adversely affecting the marketability of the such offering, then the Company will include in such registration (i) first, the securities that the Company proposes to sell, (ii) second, the Registrable Securities requested to be included in such registration, pro rata from among the holders thereof on the basis of such Registrable Securities according to the number of Registrable Securities requested owned by them to be so includedeach such holder, and (iii) third, any other securities requested to be included in such registration, in registration pro rata among the holders of such manner as securities on the Company may determinebasis of the number of such other securities owned by each such holder.

Priority on Primary Registrations. If a Piggyback Registration is in part an underwritten primary registration on behalf of the Company and the managing underwriters advise the Company in writing that in their opinion the number of securities requested to be included in such registration exceeds the number which can be sold in an orderly manner in such offering within a price range acceptable to the Company and without adversely affecting the marketability of the offering, then the Company will include in such registration (i) first, the securities the Company proposes to sell, (ii) second, up to 50% of the Investor Registrable Securities requested to be included in such registration, (iii) third, the Registrable Securities requested to be included in such registration, pro rata from among the holders of such Registrable Securities according to the number of Registrable Securities requested by them to be so included, and (iiiiv) thirdfourth, any other securities requested to be included in such registration, in such manner as the Company may determine.

Priority on Primary Registrations. If a Piggyback Registration is in part an underwritten primary registration on behalf of the Company Company, and the managing underwriters advise the Company in writing that in their opinion the number of securities requested to be included in such registration offering exceeds the number which can be sold in an orderly manner in such offering within a the price range acceptable to the Company and without adversely affecting the marketability of the offeringCompany, then the Company will include in such registration (i) first, the securities the Company proposes to sell, (ii) second, the Registrable Securities and Warrant Shares requested to be included in such registration, pro rata from among the holders thereof on the basis of such Registrable Securities according to the number of Registrable Securities requested and/or Warrant Shares, as the case may be, owned by them to be so includedeach such holder, and (iii) third, any other securities requested to be included in such registration, in registration pro rata among the holders of such manner as securities on the Company may determinebasis of the number of such securities owned by each such holder.

Priority on Primary Registrations. If a Piggyback Registration is in part --------------------------------- an underwritten primary registration on behalf of the Company Company, and the managing underwriters advise the Company in writing that in their opinion the number of securities requested to be included in such registration exceeds the number which that can be sold in an orderly manner in such offering Offering within a price range acceptable to the Company and without adversely affecting the marketability of the offeringCompany, then the Company will include in such registration registration, (i) first, the securities the Company proposes to sell, and (ii) second, the Registrable Securities requested to be included in such registration, pro rata from among the holders of such Registrable Securities according to the number of Registrable Securities requested by them to be so included, and (iii) third, any other securities requested to be included in such registration, in including without limitation the Registrable Securities, pro rata on the basis of the number of shares of such manner as securities owned by each holder thereof (subject to any other priority arrangements existing under other registration rights agreements to which the Company may determineis a party).

Priority on Primary Registrations. If a Piggyback Registration is in part an underwritten primary registration on behalf of the Company Company, and the managing underwriters advise the Company in writing that in their opinion the number of securities requested to be included in such registration exceeds the number which can be sold in an orderly manner in such offering within a price range acceptable to the Company and without adversely affecting the marketability of the offering, then the Company will shall include in such registration (i) first, the securities the Company proposes to sell, (ii) second, the Registrable Securities requested to be included in such registration, pro rata from among the holders of such Registrable Securities according to on the basis of the number of Registrable Securities shares requested by them to be so includedincluded therein by each such holder, and (iii) third, any other securities Securities requested to be included in such registration, in such manner as registration pro rata among the Company may determineholders thereof on the basis of the number of shares requested to be included therein.

Priority on Primary Registrations. If a Piggyback Registration is in --------------------------------- part an underwritten primary registration on behalf of the Company and the managing underwriters advise the Company in writing that in their opinion the number of securities requested to be included in such registration exceeds the number which can be sold in an orderly manner in such offering within a price range acceptable to the Company and without adversely affecting the marketability of the offering, then the Company will include in such registration (i) first, the securities the Company proposes to sell, (ii) second, the Registrable Securities requested to be included in such registration, pro rata from among the holders of such Registrable Securities according to the number of Registrable Securities requested by them to be so included, and (iii) third, any other securities requested to be included in such registration, in such manner as the Company may determine.

Priority on Primary Registrations. If a Piggyback Registration is in part --------------------------------- an underwritten primary registration on behalf of the Company Company, and the managing underwriters underwriter(s) advise the Company in writing that in their opinion the number of securities requested to be included in such registration exceeds the number which can be sold in an orderly manner in such offering within a price range acceptable to the Company and without adversely affecting the marketability of the offering, then the Company will include in such registration (i) first, the securities the Company proposes to sell, (ii) second, the Registrable Securities requested to be included in such registration, pro rata from among the holders Holders of such Registrable Securities according to on the basis of the number of Registrable Securities requested owned by them to be so included, each Holder of Registrable Securities participating in such offering and (iii) third, any other securities requested to be included in such registration, ; provided that in any event the Holders shall be entitled to register at least 10% of the securities to be included in any such manner as the Company may determineregistration.

Priority on Primary Registrations. If a Piggyback Registration is in part initiated as an underwritten primary registration on behalf of the Company Company, and the managing underwriters advise underwriter advises the Company in writing that in their its opinion the number of securities requested to be included in such registration exceeds the number which that can be sold in an orderly manner in such offering within a without having an adverse effect on such offering, including the price range acceptable to the Company and without adversely affecting the marketability of the offeringat which such securities can be sold, then the Company will shall include in such registration the maximum number of shares that such underwriter advises can be so sold without having such effect, allocated (i) first, to the securities the Company proposes to sell, sell and (ii) second, to the Registrable Securities requested to be included in such registration, pro rata from among the holders of such Registrable Securities according to the number of Registrable Securities requested by them to be so included, and (iii) third, any other securities requested to be included in such registrationregistration by the Stockholders and other security holders of the Company, in pro rata among the holders of such manner as securities on the Company may determinebasis of the number of shares, including Registrable Securities, requested to be registered by such holders.

Priority on Primary Registrations. If a Piggyback Registration is in part an underwritten primary registration on behalf of the Company Company, and the managing underwriters advise the Company in writing that in their opinion the number of securities requested to be included in such registration exceeds the number which can be sold in an orderly manner in such offering within a price range acceptable to the Company and without adversely affecting the marketability of the offeringCompany, then the Company will shall include in such registration (i) first, the securities the Company proposes to sell, (ii) second, the Registrable Securities requested to be included in such registration, pro rata from among the holders of such Registrable Securities according to on the basis of the number of Registrable Securities requested shares owned by them to be so includedeach such holder, and (iii) third, any other Registrable Securities requested to be included in such registration, pro rata among the holders of such Registrable Securities on the basis of the number of shares owned by each such holder and (iv) fourth, other securities requested to be included in such registration, in such manner as the Company may determine.

Priority on Primary Registrations. If a Piggyback Registration is in part an underwritten primary registration on behalf of the Company, the Company and will include in such registration all securities requested to be included in such registration; provided, that if the managing underwriters advise the Company in writing that in their opinion the number of securities requested to be included in such registration exceeds the number which can be sold in an orderly manner in such offering within a price range acceptable to the Company and without adversely affecting the marketability of the offering, then the Company will include in such registration (i) first, the securities the Company proposes to sell, (ii) second, the number of Registrable Securities requested to be included in such registrationregistration by the holders of Registrable Securities, pro rata from among the holders of such Registrable Securities according to on the basis of the number of shares of such Registrable Securities requested by them to be so includedincluded therein by such holder, and (iii) third, any other securities securities, if any, requested to be included in such registration, in such manner as the Company may determine.

Priority on Primary Registrations. (i) If a Piggyback Registration is in part an underwritten primary registration Primary Registration on behalf of the Company Company, and the managing underwriters advise the Company in writing that in their opinion the number of securities requested to be included in such registration exceeds the number which can be sold in an orderly manner in such offering within a price range acceptable to the Company Company, subject to clauses (ii) and without adversely affecting the marketability of the offering(iii) below, then the Company will shall include in such registration (iA) first, the securities the Company proposes to sell, (iiB) second, the Registrable Securities requested to be included in such registration, pro rata from among the holders of such Registrable Securities according to on the basis of the number of Registrable Securities requested shares owned by them to be so includedeach such holder, and (iiiC) third, any other securities requested to be included in such registration, in such manner as the Company may determine.

Priority on Primary Registrations. If a Piggyback Registration is in part an underwritten primary registration on behalf of the Company, the Company and will include in such registration all securities requested to be included in such registration; provided that if the managing underwriters advise the Company in writing that in their opinion the number of securities requested to be included in such registration exceeds the number which can be sold in an orderly manner in such offering within a price range acceptable to the Company and without adversely affecting the marketability marketability, proposed offering price, timing or method of distribution of the offering, then the Company will include in such registration (i) first, the securities the Company proposes to sell, sell and (ii) second, the Registrable Registerable Securities and other securities, if any, requested to be included in such registrationregistration which, in the opinion of such underwriters, can be sold without any such adverse effect, pro rata from among the holders of Registerable Securities and holders of such Registrable Securities according to other securities on the basis of the number of Registrable Securities requested by them to be so included, and (iii) third, any other securities requested to be included in such registration, in such manner as the Company may determinetherein.

Priority on Primary Registrations. If a Piggyback Registration is in part an underwritten primary registration on behalf of the Company Company, and the managing underwriters advise the Company in writing that in their opinion the number of securities requested to be included in such registration exceeds the number which can be sold in an orderly manner in such offering within a price range acceptable to without having an adverse effect on such offering, the Company and without adversely affecting the marketability of the offering, then the Company will shall include in such registration (i) first, the securities the Company proposes to sell, (ii) second, the Registrable Securities requested to be included in such registrationtherein by the Holders, pro rata from among the holders Holders of such Registrable Securities according to on the basis of the number of Registrable Securities shares requested by them to be so includedregistered by such Holders, and (iii) third, any other securities requested to be included in such registration, in registration pro rata among the holders of such manner securities on the basis of the number of shares requested to be registered by such holders or as the Company such holders may determineotherwise agree.

Priority on Primary Registrations. If For purposes of this Section 2, if a Piggyback Registration is in part an underwritten primary registration on behalf of the Company and the managing underwriters advise underwriter(s) advises the Company in writing that in their its opinion the number of securities requested to be included in such registration exceeds the number which can be sold in an orderly manner in such offering within a price range acceptable to the Company and without adversely affecting the marketability of the such offering, then the Company will include in such registration registration: (ia) first, the securities the Company proposes to sell, sell and (iib) second, the Registrable Securities and other securities requested to be included in such registration, pro rata from among the holders of such Registrable Securities according Securities, including the Management Shareholders to the extent provided in the Management Shareholder Agreement, and holders of such other securities permitted to have their securities included in such registration on the basis of the number of Registrable Securities requested shares owned by them to be so included, and (iii) third, any other securities requested to be included in each such registration, in such manner as the Company may determineholder.

Priority on Primary Registrations. If a Piggyback Registration is in part an underwritten primary registration on behalf of the Company Company, and the managing underwriters advise the Company in writing that in their opinion the number of securities requested to be included in such registration exceeds the number which can be sold in an orderly manner in such offering within a price range acceptable to the Company and without adversely affecting the marketability of the such offering, then the Company will company shall include in such registration (i) first, the securities which the Company proposes to sell, (ii) second, the Registrable Securities requested to be included in such registration, pro rata from among the holders of such Registrable Securities according to on the basis of the number of Registrable Securities requested owned by them to be so includedeach such holder, and (iii) third, any other securities requested to be included in such registration, in pro rata among the holders of such manner as securities on the Company may determinebasis of the amount of such securities owned by each such holder.

Priority on Primary Registrations. If a Piggyback Registration is in part --------------------------------- an underwritten primary registration on behalf of the Company Company, and the managing underwriters advise the Company in writing that in their opinion the number of securities requested to be included in such registration exceeds the number which can be sold in an orderly manner in such offering within a price range acceptable to the Company and without adversely affecting the marketability of the offeringCompany, then the Company will shall include in such registration (i) first, the securities the Company proposes to sell, (ii) second, the Registrable Securities requested to be included in such registration, pro rata from among the holders of such Registrable Securities according to on the basis of the number of Registrable Securities shares requested by them each such holder to be so includedincluded in such offering, and (iii) third, any other securities requested to be included in such registration, in such manner as the Company may determine.

Priority on Primary Registrations. If a Piggyback Registration is in part an underwritten primary registration on behalf of the Company Company, and the managing underwriters advise the Company in writing that in their opinion the number of securities requested to be included in such registration exceeds the number which can be sold in an orderly manner in such offering within a price range acceptable to the Company and without adversely affecting the marketability of the offeringCompany, then the Company will shall include in such registration (i) first, the securities the Company proposes to sell, (ii) second, the Registrable Securities requested to be included in such registration, pro rata from among the holders of such Registrable Securities according to on the basis of the number of Registrable Securities requested shares owned by them to be so includedeach such holder, and (iii) third, any other securities requested to be included in such registration, ; provided that in any event the holders of Registrable Securities shall be entitled to register at least 20% of the securities to be included in any such manner as the Company may determineregistration.

Priority on Primary Registrations. If a Piggyback Registration is in part an underwritten primary registration on behalf of the Company Company, and the managing underwriters advise the Company in writing that in their opinion the number of securities requested to be included in such registration exceeds the number which can be sold in an orderly manner in such offering within a price range acceptable to the Company and without adversely affecting the marketability of the offering, then the Company will shall include in such registration (i) first, the securities the Company proposes to sell, (ii) second, the securities requested to be included therein by the holders of the Registrable Securities requested to be included in such registration, pro rata from among the holders of such Registrable Securities according to on the basis of the number of Registrable Securities requested shares owned by them to be so includedeach such holder, and (iii) third, any other securities requested to be included in such registration, in such manner as the Company may determine.

Priority on Primary Registrations. If a Piggyback Registration is in part an underwritten primary registration on behalf of the Company Company, and the managing underwriters underwriter(s) advise the Company in writing that in their opinion the number of securities requested to be included in such registration exceeds the number which can be sold in an orderly manner in such offering within a price range acceptable to the Company and without adversely affecting the marketability of the offering, then the Company will include in such registration (i) first, the securities the Company proposes to sell, (ii) second, the Registrable Securities requested to be included in such registration, pro rata from among the holders Holders of such Registrable Securities according to on the basis of the number of Registrable Securities requested owned by them to be so included, each Holder of Registrable Securities participating in such offering and (iii) third, any other securities requested to be included in such registration, ; provided that in any event the Holders shall be entitled to register at least 10% of the securities to be included in any such manner as the Company may determineregistration.

Priority on Primary Registrations. If a Piggyback Registration is in part an underwritten primary registration on behalf of the Company Company, and the managing underwriters advise the Company in writing that in their opinion the number of securities requested to be included in such registration exceeds the number which can be sold in an orderly manner in such offering within a price range acceptable to the Company and without adversely affecting the marketability of the offeringCompany, then the Company will include in such registration (i) first, the securities the Company proposes to sell, sell and (ii) second, the Registrable Securities requested to be included in such registration, pro rata from among the holders of such Registrable Securities according to the number of Registrable Securities requested by them to be so included, Registration and (iii) third, any other securities requested to be included in such registration, in pro rata among the holders of Registrable Securities requesting such manner as registration and the Company may determineholders of such other securities on the basis of the number of shares owned by each such holder.

Priority on Primary Registrations. If a Piggyback Registration is in part an underwritten primary registration on behalf of the Company Company, and the managing underwriters advise the Company in writing that in their opinion the number of securities requested to be included in such registration exceeds the number which can be sold in an orderly manner in such offering within a price range acceptable to the Company and without adversely affecting the marketability of the offeringCompany, then the Company will shall include in such registration (i) first, the securities the Company proposes to sell, and (ii) second, on a pro rata basis, the Registrable Securities of each of the Centre Funds (pro rata among such funds or except as they may otherwise agree) requested to be included in such registration, pro rata from among the holders of such Registrable Securities according to the number of Registrable Securities requested by them to be so included, registration and (iii) third, any other remaining securities requested to be included in such registration, registration in such manner as accordance with the Company may determineterms and conditions of this Agreement (pro rata based on the number of securities owned by each holder thereof).

Priority on Primary Registrations. If a Piggyback Registration --------------------------------- is in part an underwritten primary registration on behalf of the Company Company, and the managing underwriters advise the Company in writing that in their opinion the number of securities requested to be included in such registration exceeds the number which can be sold in an orderly manner in such offering within a price range acceptable to the Company and without adversely affecting the marketability of the offering, then the Company will shall include in such registration (i) first, the securities the Company proposes to sell, and (ii) second, the Registrable Securities requested to be included in such registration, pro rata from among registration and the holders of such Registrable Securities according to the number of Registrable Securities requested by them to be so included, and (iii) third, any other securities requested to be included in such registration, in pro rata among the holders of such manner as Registrable Securities and other securities on the Company may determinebasis of the number of shares owned by each such holder.

Priority on Primary Registrations. If a Piggyback Registration is in part an underwritten primary registration on behalf of the Company Company, and the managing underwriters advise the Company in writing that in their opinion the number of Registrable Securities and, if permitted hereunder, other securities requested to be included in such registration exceeds the number which can be sold in an orderly manner in such offering within a price range acceptable to the Company and therein without adversely affecting the marketability of the offering, then the Company will shall include in such registration (i) first, all of the securities the Company proposes to sell, (ii) second, the Registrable Securities requested to be included in such registration, pro rata from among the respective holders thereof on the basis of such Registrable Securities according to the number amount of Registrable Securities requested owned by them to be so includedeach such holder and its Affiliates, and (iii) third, any the other securities requested to be included in such registration, in pro rata among the holders of such manner as other securities on the Company may determinebasis of the number of such other securities owned by each such holder and its Affiliates.

Priority on Primary Registrations. If a Piggyback --------------------------------- Registration is in part includes an underwritten primary registration on behalf of the Company and the managing underwriters advise underwriter(s) for such offering determines in good faith and advises the Company in writing that in its/their opinion the number of securities Registrable Securities requested to be included in such registration exceeds the number which that can be sold in an orderly manner in such offering within a price range acceptable to the Company and without materially adversely affecting the marketability distribution of such securities by the offeringCompany, then the Company will include in such registration (iA) first, the securities that the Company proposes to sell, sell and (iiB) second, the Registrable Securities requested to be included in such registration, apportioned pro rata from among the holders of such the Registrable Securities according to the number and holders of Registrable Securities requested by them to be so included, and (iii) third, any other securities requested to be included in such requesting registration, in such manner as the Company may determine.

Priority on Primary Registrations. If a Piggyback Registration --------------------------------- is in part an underwritten primary registration on behalf of the Company Company, by or through one or more underwriters of recognized standing and the managing underwriters advise the Company in writing that in their opinion good faith judgment the number of securities requested to be included in such registration exceeds the number which can be sold in an orderly manner in such offering within a price range acceptable to the Company without materially and without adversely affecting the marketability of the offering, then the Company will include in the Registration Statement relating to such registration (i) first, the securities the Company proposes to sell, and (ii) second, the Registrable Securities requested to be included in such registration, pro rata from among registration by the holders of such Registrable Securities according to Holders and the number of Registrable Securities requested by them to be so included, and (iii) third, any other securities requested to be included in such registrationregistration by any Other Security Holders that have requested inclusion of their securities, in such manner as on a pro rata basis, based on the Company may determineamount of Common Stock requested to be included therein.

Priority on Primary Registrations. If a Piggyback Registration is in part an underwritten primary registration on behalf of the Company Company, and the managing underwriters advise the Company in writing that in their opinion the number of securities requested to be included in such registration exceeds the number which can be sold in an orderly manner in such offering within a price range acceptable to the Company and therein without adversely affecting the marketability of the offering, then the Company will shall include in such registration (ia) first, the securities the Company proposes to sell, (iib) second, any securities Cargill proposes to sell pursuant to the Cargill Registration Rights Agreement, (c) third, the Registrable Securities requested to be included in such registration, pro rata from among the respective holders thereof on the basis of such Registrable Securities according to the number amount of Registrable Securities requested owned by them to be so included, each such holder and (iiid) thirdfourth, any other securities requested to be included in such registration, in such manner as the Company may determine.

Priority on Primary Registrations. If a Piggyback Registration is in part --------------------------------- an underwritten primary registration on behalf of the Company Company, and the managing underwriters advise the Company in writing (with a copy to each party hereto requesting registration of Registrable Securities) that in their opinion the number of securities requested to be included in such registration exceeds the number which can be sold in an orderly manner in such offering within a price range acceptable to the Company and without adversely affecting the marketability of the such offering, then the Company will shall include in such registration (i) first, the securities the Company proposes to sell, (ii) second, the Registrable Securities requested to be included in such registration, pro rata from among the holders of such Registrable Securities according to on the basis of the number of Registrable Securities requested shares owned by them to be so included, each such holder and (iii) third, any other securities requested to be included in such registration, in such manner as the Company may determine.

Priority on Primary Registrations. If a Piggyback an Incidental Registration is in part an underwritten primary registration on behalf of the Company Company, and the managing underwriters advise the Company in writing that in their opinion the number amount of securities requested to be included in such registration exceeds the number amount which can be sold in an orderly manner in such offering within a price range acceptable to the Company and without adversely affecting the marketability of the offering, then the Company will include in such registration (i) first, the securities the Company proposes to sell, (ii) second, the Registrable Securities requested to be included in such registrationregistration along with securities requested to be included in such registration by other holders exercising similar piggyback rights, pro rata from among the holders of such Registrable Securities according to and such other holders on the basis of the number of Registrable Securities shares requested by them to be so includedincluded therein by each such holder, and (iii) third, any other securities requested to be included in such registration, in such manner as the Company may determine.

Priority on Primary Registrations. If a Piggyback Registration is in part an underwritten primary registration on behalf of the Company Company, and the managing underwriters advise the Company in writing that in their opinion the number of securities requested to be included in such registration exceeds the number which can be sold in an orderly manner in such offering without adversely affecting the marketability of the offering and within a price range acceptable to the Company and without adversely affecting the marketability of the offeringCompany, then the Company will shall include in such registration (ia.) first, the securities the Company proposes to sell, (iib.) second, the Registrable Securities requested to be included in such registration, registration pro rata from among the holders participating Investors on the basis of such Registrable Securities according to the number of Registrable Securities requested owned by them to be so includedeach such Investor, and (iiic.) third, any the other securities securities, if any, requested to be included in such registration, registration not covered by clauses (a.) or (b.) of this Section 4(iii.) pro rata among the holders of such securities on the basis of the number of shares requested to be registered by such holders or as such holders may otherwise agree in such manner as the Company may determinewriting.

Priority on Primary Registrations. If a Piggyback Registration is in part an --------------------------------- underwritten primary registration on behalf of the Company Company, and the managing underwriters advise the Company in writing that in their opinion the number of securities requested to be included in such registration exceeds the number which can be sold in an orderly manner in such offering within a price range acceptable to the Company and without adversely affecting the marketability of the offering, then the Company will include in such registration (i) first, the securities the Company proposes to sellsell on its own behalf, and, if additional shares can be sold in the opinion of the managing underwriters, (ii) second, the Registrable Securities requested to be included in such registration, pro rata from among the holders of such Registrable Securities according to on the basis of the number of shares of Registrable Securities requested owned by them each such holder, calculated as if such shares had been converted at such time to be so includedCommon Stock, and (iii) third, any other securities requested to be included in such registration, in such manner as the Company may determine.

Priority on Primary Registrations. If a Piggyback Registration --------------------------------- is in part an underwritten primary registration on behalf of the Company, the Company and will include in such registration all securities requested to be included in such registration; provided, that if the managing underwriters advise the Company in writing that in their opinion the number of securities requested to be included in such registration exceeds the number which can be sold in an orderly manner in such offering within a price range acceptable to the Company and without adversely affecting the marketability of the offering, then the Company will include in such registration (i) first, the securities the Company proposes to sell, (ii) second, the Registrable Securities requested to be included in such registration, pro rata from among the holders of such Registrable Securities according to on the basis of the number of shares of Registrable Securities requested owned by them to be so includedeach such holder, and (iii) third, any other securities securities, if any, requested to be included in such registration, in such manner as the Company may determine.

Priority on Primary Registrations. If a Piggyback Registration is in part an underwritten primary registration on behalf of the Company and the managing underwriters advise the Company in writing that in their opinion the number of securities requested to be included in such registration exceeds the number which can be sold in an orderly manner in such offering within a price range acceptable to the Company and without adversely affecting the marketability of the offering, then the Company will include in such registration (i) first, the securities the Company proposes to sell, (ii) second, the Registrable Securities requested to be included in such registration, pro rata from among the holders of such Registrable Securities according to the number of Registrable Securities requested by them to be so included, included and (iii) third, any other securities requested to be included in such registration, in such manner as the Company may determine.

Priority on Primary Registrations. If a Piggyback Registration is in part an underwritten primary registration on behalf of the Company Corporation, and the managing underwriters advise the Company Corporation in writing that in their opinion the number of securities requested to be included in such registration exceeds the number which can be sold in an orderly manner in such offering within a price range acceptable to the Company and without adversely affecting the marketability of the offering, then the Company Corporation will include in such registration (i) first, the securities the Company Corporation proposes to sell, (ii) second, the Registrable Securities Shares requested to be included in such registrationregistration which in such opinion of such underwriters can be sold, pro rata from among the holders of such Registrable Securities according to Shares on the basis of the number of Registrable Securities Shares owned by such holders, with further successive pro rata allocations among the holders of Registrable Shares if any such holder of Registrable Shares had requested by them the registration of less than all such Registrable Shares it is entitled to be so includedregister, and (iii) third, any other securities requested to be included in such registration, in such manner as the Company may determine.

Priority on Primary Registrations. If a Piggyback Registration is in part an underwritten primary registration on behalf of the Company and the managing underwriters advise underwriter(s) advises the Company in writing that in their its opinion the number of securities requested to be included in such registration exceeds the number which can be sold in an orderly manner in such offering within a price range acceptable to the Company and without adversely affecting the marketability of the such offering, then the Company will include in such registration registration: (ia) first, the securities the Company proposes to sell, (iib) second, the Registrable Securities requested to be included in such registration, pro rata from (based on the number of shares requested to be registered) among the holders of such Registrable Securities according to Securities, and (c) third, but only if all of the number of Registrable Securities requested by them to be so includedincluded in such registration are included in such registration, and (iii) third, any the other securities requested to be included in the such registration, registration in such the manner as determined by the Company may determineand such shareholders.

Priority on Primary Registrations. If a Piggyback Registration is in part an underwritten primary registration on behalf of the Company Company, and the managing underwriters in good faith advise the Company in writing that in their opinion the number of securities requested to be included in such registration exceeds the number which can be sold in an orderly manner in such offering within a price range acceptable to the Company and without adversely affecting the marketability of the offering, then the Company will include in such registration (i) first, the securities the Company proposes to sell, (ii) second, the Registrable Securities requested to be included in such registration, pro rata from among registration by the holders of such Registrable Securities according to the number of Registrable Securities requested by them to be so included, Holders and (iii) third, any other securities requested to be included in such registrationregistration by holders pursuant to Equal Registration Rights, pro rata among the holders with Equal Registration Rights ("Equal Holders") and Holders on the basis of the number of shares owned by each such holder, and (iii) third, other securities requested to be included in such manner as registration by holders whose rights to have their securities included in such registration are granted after the Company may determinedate hereof.

Priority on Primary Registrations. If a Piggyback Registration is in part an underwritten primary registration on behalf of the Company Company, and the managing underwriters advise the Company in writing that in their opinion the number of securities requested to be included in such registration exceeds the number which can be sold in an orderly manner in such offering within a price range acceptable to the Company and without adversely affecting the marketability of the offering, then the Company will shall include in such registration (i) first, the securities the Company proposes to sell, and (ii) second, the Registrable Securities requested to be included in such registration, registration pro rata from among the holders thereof on the basis of such Registrable Securities according to the number of shares of Registrable Securities requested owned by them to be so includedeach such holder, and (iii) third, any other securities requested to be included in such registration pro rata among the holders of such securities and any other securities held by others requested to be included in such registration, pro rata among the holders thereof on the basis of the number of shares requested to be included in such manner as the Company may determineregistration.

Priority on Primary Registrations. If a Piggyback Registration is in part relates to an underwritten primary registration on behalf public offering of equity securities by the Company and the managing underwriters advise the Company in writing that in their opinion the number of securities requested to be included in such registration exceeds the number which that can be sold in an orderly manner in such offering within a price range acceptable to the Company and without adversely affecting the marketability of the offeringCompany, then the Company will include in such registration (i) first, the securities proposed to be sold by the Company proposes to sellCompany, (ii) second, the Registrable Securities Issued Warrant Shares (as defined in the Xxxxxx Warrant), (iii) third, the Underlying Common Stock and Warrant Shares requested to be included in such registration, pro rata from among the holders of such Registrable Securities according to Underlying Common Stock and Warrant Shares on the basis of the number of Registrable Securities requested shares owned by them to be so included, each such holder and (iiiiv) thirdfourth, any other securities requested to be included in such registration, in such manner as the Company may determine.

Priority on Primary Registrations. If a Piggyback Registration is in part an underwritten primary registration on behalf of the Company Company, and the managing underwriters advise the Company in writing that in their opinion the number of securities requested to be included in such registration exceeds the number which can be sold in an orderly manner in such offering within a price range acceptable to the Company and without adversely affecting the marketability of the offeringCompany, then the Company will shall include in such registration registration, subject, however, to the terms of any other agreement entered into prior to the date hereof to which the Company shall be a party, (i) first, the securities the Company proposes to sell, (ii) second, the Registrable Securities requested to be included in such registration, subject to pro rata from cut back among the holders of such Registrable Securities according to the number of Registrable Securities requested by them to be so includedHolders thereof, and (iii) third, any other securities requested to be included in such registration, in such manner as the Company may determine.

Priority on Primary Registrations. If a Piggyback Registration is in part includes an underwritten primary registration on behalf of the Company and if the managing underwriters underwriter(s) for the offering being registered by the Company shall determine in good faith and advise the Company in writing that in its/their opinion the number of securities Registrable Securities requested to be included in such registration exceeds the number which that can be sold in an orderly manner in such offering within a price range acceptable to the Company and without materially adversely affecting the marketability distribution of such securities by the Company, then the Company will promptly furnish the Holders of the offeringRegistrable Securities with a copy of such letter, then and the Company will include in such registration (i) first, the securities that the Company proposes to sell, (ii) sell and second, the Registrable Securities requested to be included in such registration, apportioned pro rata from among the Holders of Registrable Securities, with the securities of the holders of such Registrable Securities according to the number of Registrable Securities requested by them to be so included, and (iii) third, any other securities requested to be included in such requesting registration, in such manner as the Company may determine.

Priority on Primary Registrations. If a Piggyback Registration is in part an underwritten primary registration Underwritten Registration on behalf of the Company Company, and the managing underwriters advise the Company in writing that they have determined in their opinion good faith that the number of securities requested to be included in such registration exceeds the number which can be sold in an orderly manner in such offering within a price range acceptable to the Company and without adversely affecting the marketability of the offering, then the Company will include shall include, subject to Section 4.2(d), in such registration (i) first, the securities the Company proposes to sell, (ii) second, the Registrable Securities requested to be included in such registration, pro rata from among the respective holders thereof on the basis of such Registrable Securities according to the number of Registrable Securities shares requested by them to be so included, included in such registration by each such holder and (iii) third, any at the discretion of the Company, other securities of the Company requested to be included in such registration, pro rata among the respective holders thereof on the basis of the number of shares requested to be included in such manner as the Company may determineregistration by each such holder.

Priority on Primary Registrations. If a Piggyback Registration is in part an underwritten primary registration on behalf of the Company Company, and the managing underwriters advise the Company in writing that in their opinion the number of securities requested to be included in such registration exceeds the number which can be sold in an orderly manner in such offering within a price range acceptable to the Company and without adversely affecting the marketability of the offering, then the Company will shall include in such registration (i) first, the securities the Company proposes to sell, (ii) second, the Registrable Securities requested to be included in such registration, pro rata from among the holders of such Registrable Securities according to on the basis of the number of Registrable Securities requested by them to be so included, included therein and (iii) third, any other securities requested to be included in such registration, in such manner as the Company may determine.

Priority on Primary Registrations. If a Piggyback Registration is in part an underwritten primary registration on behalf of the Company and the managing underwriters advise the Company in writing that in their opinion the number of securities requested to be included in such registration exceeds the number which can be sold in an orderly manner in such offering within a price range acceptable to the Company and without adversely affecting the marketability of the offering, then the Company will include in such registration (i) first, the securities the Company proposes to sell, (ii) second, the Registrable Securities requested to be included in such registration, pro rata from among the holders of such Registrable Securities according to Holders based on the number of Registrable Securities requested by them each such Holder to be so included, and (iii) third, any other securities requested to be included in such registration, in such manner as the Company may determine.

Priority on Primary Registrations. If a Piggyback Registration is in part --------------------------------- relates to an underwritten primary registration on behalf public offering of equity securities by the Company and the managing underwriters advise the Company in writing that in their opinion the number of securities requested to be included in such registration exceeds the number which can be sold in an orderly manner in such offering within a price range acceptable to the Company and without adversely affecting the marketability of the offeringCompany, then the Company will include in such registration (i) first, the securities proposed to be sold by the Company proposes to sellCompany, (ii) second, the Registrable Securities Stock requested to be included in such registration, pro rata from among the holders of such Registrable Securities according to Stock on the basis of the number of Registrable Securities requested shares owned by them to be so included, each such holder and (iii) third, any other securities requested to be included in such registration, in such manner as the Company may determine.

Priority on Primary Registrations. If a Piggyback Registration is in part an underwritten primary registration on behalf of the Company Company, and the managing underwriters advise the Company in writing that that, in their opinion opinion, the number of securities requested to be included in such registration exceeds the number which can be sold in an orderly manner in such offering within a price range acceptable to the Company and without adversely affecting the marketability of the offeringCompany, then the Company will shall include in such registration (i) first, the securities the Company proposes to sell, (ii) second, the Registrable Securities requested to be included in such registrationregistration pursuant to Section 2(a) above, pro rata from among the holders of such Registrable Securities according to on the basis of the number of Registrable Securities requested shares owned by them to be so includedeach such holder, and (iii) third, any the other securities requested to be included in such registration, in such manner as the Company may determine.

Priority on Primary Registrations. If a Piggyback Registration is in part --------------------------------- an underwritten primary registration on behalf of the Company Company, and the managing underwriters advise the Company in writing (with a copy to each party hereto requesting registration of Registrable Securities) that in their opinion the number of securities requested to be included in such registration exceeds the number which can be sold in an orderly manner in such offering within a price range acceptable to the Company and without adversely affecting the marketability of the such offering, then the Company will shall include in such registration (i) first, the securities the Company ----- proposes to sell, (ii) second, the Registrable Securities requested to be ------ included in such registration, pro rata from among the holders of such Registrable Securities according to on the basis of the number of Registrable Securities requested shares owned by them to be so included, each such holder and (iii) third, any other securities requested to be included in such registration, in such manner as the Company may determine.. -----

Priority on Primary Registrations. If a Piggyback Registration is in part --------------------------------- an underwritten primary registration on behalf of the Company Company, and the managing underwriters advise the Company in writing that in their opinion the number of securities requested to be included in such registration exceeds the number which can be sold in an orderly manner in such offering within a price range acceptable to the Company and without adversely affecting the marketability of the offering, then the Company will shall include in such registration (i) first, the securities the Company proposes to sell, and (ii) second, the Registrable Securities and (if permitted by the holders of a majority of the ABRY Registrable Securities) other securities of the Company requested to be included in such registration, pro rata from among the holders of such Registrable Securities according to and other securities of the Company on the basis of the number of Registrable Securities requested by them to be so included, and (iii) third, any other securities shares requested to be included in such registration, in registration by each such manner as the Company may determineholder.

Priority on Primary Registrations. If a Piggyback Registration is in part an --------------------------------- underwritten primary registration on behalf of the Company Company, and the managing underwriters advise the Company in writing that in their opinion the number of securities requested to be included in such registration exceeds the number which that can be sold in an orderly manner in such offering Offering within a price range acceptable to the Company and without adversely affecting the marketability of the offeringCompany, then the Company will include in such registration registration, (i) first, the securities the Company proposes to sell, and (ii) second, the Registrable Securities requested to be included in such registration, pro rata from among the holders of such Registrable Securities according to the number of Registrable Securities requested by them to be so included, and (iii) third, any other securities requested to be included in such registration, in including without limitation the Registrable Securities, pro rata on the basis of the number of shares of such manner as securities owned by each holder thereof (subject to any other priority arrangements existing under registration rights agreements to which the Company may determineis a party).

Priority on Primary Registrations. If a Piggyback Registration is in part an underwritten primary registration on behalf of the Company Company, and the managing underwriters advise the Company in writing (with a copy to each party hereto requesting registration of Registrable Securities) that in their opinion the number of securities requested to be included in such registration exceeds the number which can be sold in an orderly manner in such offering within a price range acceptable to the Company and without adversely affecting the marketability of the such offering, then the Company will include in such registration (i) first, the securities the Company proposes to sell, (ii) second, the Registrable Securities requested to be included in such registration, pro rata from among the holders thereof on the basis of such Registrable Securities according to the number of Registrable Securities requested owned by them to be so includedeach such holder, and (iii) third, any other securities requested to be included in such registration, in registration pro rata among the holders of such manner as securities on the Company may determinebasis of the number of such other securities owned by each such holder.

Priority on Primary Registrations. If a Piggyback Registration is in part --------------------------------- an underwritten primary registration on behalf of the Company Company, and the managing underwriters advise the Company in writing (with a copy to each party hereto requesting registration of Registrable Securities) that in their opinion the number of securities requested to be included in such registration exceeds the number which can be sold in an orderly manner in such offering within a price range acceptable to the Company and without adversely affecting the marketability of the such offering, then the Company will include in such registration (i) first, the securities the Company proposes to sell, (ii) second, the Registrable Securities requested to be included in such registration, pro rata from among the holders of such Registrable Securities according to on the basis of the number of Registrable Securities requested shares owned by them to be so included, each such holder and (iii) third, any other securities requested to be included in such registration, in such manner as the Company may determine.

Priority on Primary Registrations. If a Piggyback Registration is in part an underwritten primary registration on behalf of the Company, the Company and will include in such registration all securities requested to be included in such registration; provided, that if the managing underwriters advise the Company in writing that in their opinion the number of securities requested to be included in such registration exceeds the number which can be sold in an orderly manner in such offering within a price range acceptable to the Company and without adversely affecting the marketability of the offering, then the Company will include in such registration (i) first, the securities the Company proposes to sell, (ii) second, the Registrable Securities requested to be included in such registration, pro rata from among the holders of such Registrable Securities according to on the basis of the number of shares of Registrable Securities requested by them to be so includedincluded therein by each such holder, and (iii) third, any other securities securities, if any, requested to be included in such registration, in such manner as the Company may determine.

Priority on Primary Registrations. If a Piggyback Registration is in part an underwritten primary registration on behalf of the Company Company, and the managing underwriters advise the Company in writing that in their opinion the number of securities requested to be included in such registration exceeds the number which can be sold in an orderly manner in such offering within a price range acceptable to the Company and without adversely affecting the marketability of the offeringCompany, then the Company will shall include in such registration the number which can be so sold in the following order of priority: (i) first, the securities the Company proposes to sell, (ii) second, the Registrable Securities requested to be included in such registration, registration (pro rata from among the holders of such Registrable Securities according to on the basis of the number of shares of such Registrable Securities requested owned by them to be so includedeach such holder), and (iii) third, any other securities requested to be included in such registration, in such manner as the Company may determine.

Priority on Primary Registrations. If a Piggyback Registration is in part an underwritten primary registration on behalf of the Company Company, and the managing underwriters advise the Company in writing that in their opinion the number of securities requested to be included in such registration exceeds the number which can be sold in an orderly manner in such offering within a price range acceptable to the Company and without adversely affecting the marketability of the offering, then the Company will shall include in such registration (i) first, the securities the Company proposes to sell, (ii) second, the Registrable Securities requested to be included in such registration, pro rata from among the holders Investors on the basis of such Registrable Securities according to the number of Registrable Securities held by such Investors to the extent such Investors requested in writing that such Registrable Securities be registered in such Piggyback Registration by them to be so includedeach Investor, and (iii) third, any other securities requested to be included in such registration, in registration (to the extent permitted hereby) on such manner basis as the Board of Directors of the Company may determineapprove.

Priority on Primary Registrations. If a Piggyback Registration is in part an underwritten primary registration on behalf of the Company Company, and the managing underwriters advise the Company in writing that that, in their opinion opinion, the number of securities requested to be included in such registration exceeds the number which can be sold in an orderly manner in such offering within a price range acceptable to the Company and without adversely affecting the marketability of the offeringCompany, then the Company will shall include in such registration (i) first, the securities the Company proposes to sell, (ii) second, the Providence Registrable Securities requested to be included in such registrationregistration and the securities of any other holder to whom the Company has granted rights to participate in such registration (“Other Securities”), pro rata from among the holders of such Providence Registrable Securities according to and the holders of such Other Securities on the basis of the number of Registrable Securities shares owned by each such holder that requested by them to be so includedincluded in such registration, and (iii) third, third any other securities requested to be included in such registration, in such manner as the Company may determine.

Priority on Primary Registrations. If a Piggyback Registration is in part an underwritten primary registration on behalf of the Company and the managing underwriters advise the Company in writing that in their opinion the number of securities requested to be included in such registration exceeds the number which can be sold in an orderly manner in such offering within a price range acceptable to the Company and without adversely affecting the marketability of the offering, then the Company will include in such registration (i) first, the securities that the Company proposes to sell, (ii) second, sell and the Registrable Securities requested to be included in such registration, pro rata from among the Company and the holders of such Registrable Securities according to on the basis of the number of shares which the Company proposes to register and of the Registrable Securities being requested for registration which are owned by them such holders; provided, however, that should any state securities administrator require any escrow or holdback of securities, such securities will come first from the securities proposed to be so includedsold by the Company, and (iiiii) thirdsecond, any other securities requested to be included in such registration, in such manner as the Company may determine.

Priority on Primary Registrations. If a Piggyback Registration is in part --------------------------------- includes an underwritten primary registration on behalf of the Company Corporation and the managing underwriters advise underwriter(s) for such offering determines in good faith and advises the Company Corporation in writing that in its/their opinion the number of securities Registrable Securities requested to be included in such registration exceeds the number which that can be sold in an orderly manner in such offering within a price range acceptable to the Company and without materially adversely affecting the marketability distribution of such securities by the offeringCorporation, then the Company Corporation will include in such registration (iA) first, the securities that the Company Corporation proposes to sell, sell and (iiB) second, the Registrable Securities requested to be included in such registration, apportioned pro rata from among the holders of such the Registrable Securities according to the number and holders of Registrable Securities requested by them to be so included, and (iii) third, any other securities requested to be included in such requesting registration, in such manner as the Company may determine.

Priority on Primary Registrations. If a Piggyback Registration --------------------------------- is in part an underwritten primary registration on behalf of the Company Company, and the managing underwriters advise the Company in writing that in their opinion the number of securities requested to be included in such registration exceeds the number which can be sold in an orderly manner in such offering within a price range acceptable to the Company and without adversely affecting the marketability of the offeringCompany, then the Company will shall include in such registration registration: (i) first, the securities the Company proposes to sell, ; (ii) second, the Registrable Securities requested to be included in such registration, pro rata from among the holders of such Registrable Securities according to on the basis of the number of Registrable Securities requested shares owned by them to be so included, such holders; and (iii) third, any other securities requested to be included in such registration, in such manner as pro rata among the Company may determineholders thereof on the basis of the number of their securities requested to be included therein.

Priority on Primary Registrations. If a Piggyback Registration is in part an underwritten primary registration on behalf of the Company Company, and the managing underwriters advise the Company in writing (with a copy to each party hereto requesting registration of Registrable Securities) that in their opinion the number of securities requested to be included in such registration exceeds the number which can be sold in an orderly manner in such offering within a price range acceptable to the Company and without adversely affecting the marketability of such offering (including the offeringprice range acceptable to the Company), then the Company will shall include in such registration (i) first, the securities the Company proposes to sell, (ii) second, the Registrable Securities requested to be included in such registration, pro rata from among the holders Holders of such Registrable Securities according to on the number basis of Registrable Securities the amount of such securities requested by them to be so included, included by each such Holder and (iii) third, any other securities the securities, if any, requested to be included in such registrationregistration by Persons other than the Holders, in such manner as the Company may determine.