Common use of Priority on Primary Registrations Clause in Contracts

Priority on Primary Registrations. If a Piggyback Registration is 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 such offering without having an adverse effect on such offering, the Company shall include in such registration (i) first, the securities the Company proposes to sell, (ii) second, the Registrable Common Shares requested to be included therein by the Shareholders, pro rata between the Shareholders on the basis of the number of shares requested to be registered by the Shareholders, (iii) third, the Registrable Common Shares requested to be included therein by the other Holders, if any, pro rata among such Holders on the basis of the number of shares requested to be registered by such Holders, and (iv) fourth, other securities requested to be included in such registration 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.

Priority on Primary Registrations. If a Piggyback Registration is 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 without having an adverse effect on such offeringadversely affecting the marketability of the offering and within a price range acceptable to the Company, the Company shall include in such registration (i) first, the securities the Company proposes to sell, (ii) second, the Registrable Common Shares Securities requested to be included therein by the Shareholders, in such registration pro rata between among the Shareholders participating Investors on the basis of the number of shares requested to be registered Registrable Securities owned by the Shareholderseach such Investor, and (iii) third, the Registrable Common Shares requested to be included therein by the other Holderssecurities, if any, pro rata among such Holders on the basis of the number of shares requested to be registered by such Holders, and (iv) fourth, other securities requested to be included in such registration not covered by clauses (i) or (ii) of this Section 3(c) 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 agreeagree in writing.

Priority on Primary Registrations. If a Piggyback Registration is 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 such offering without having an adverse effect on such offering, the Company shall include in such registration (i) first, the securities the Company proposes to sell, (ii) second, the Registrable Common Shares Securities requested to be included therein by the ShareholdersHolders, pro rata between among the Shareholders Holders on the basis of the number of shares requested to be registered by the ShareholdersHolders, (iii) third, the Registrable Common Shares Securities requested to be included therein by the other Holdersholders, if any, pro rata among such Holders holders on the basis of the number of shares requested to be registered by such Holders, and (iv) fourth, other securities requested to be included in such registration 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.

Priority on Primary Registrations. If a Piggyback Registration is an underwritten primary registration on behalf of the Company, and the managing underwriters advise underwriter(s) advise(s) the Company in writing that in its or their opinion the number of securities requested to be included in such registration exceeds the largest number which that can be sold in such offering without having and/or that the number of Registrable Securities proposed to be included in any such registration would have an adverse effect on the offering, including the price per share at which the Company’s equity securities can be sold in such offering, the Company shall include in such registration (i) first, the securities the Company proposes to sell, (ii) second, the Registrable Common Shares Securities requested to be included therein by the ShareholdersHolders, pro rata between among the Shareholders Holders of such Registrable Securities on the basis of the number of shares requested to be registered by the Shareholders, (iii) third, the Registrable Common Shares requested to be included therein by the other Holders, if any, pro rata among such Holders on the basis of the number of shares Securities requested to be registered by such Holders, Holders and (iviii) fourththird, other securities requested to be included in such registration 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 agreeagree in writing.

Priority on Primary Registrations. If a Piggyback Registration is 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 such offering without having an adverse effect on and/or that the number of securities proposed to be included in any such registration would adversely affect the price per share of the Company's equity securities to be sold in such offering, the Company shall include in such registration (i) first, the securities the Company proposes to sell, (ii) second, the other securities, including Registrable Common Shares requested to be included therein by the ShareholdersSecurities, pro rata between the Shareholders on the basis of the number of shares requested to be registered by the Shareholders, (iii) third, the Registrable Common Shares requested to be included therein by the other Holders, if any, pro rata among such Holders on the basis of the number of shares requested to be registered by such Holders, and (iv) fourth, other securities requested to be included in such registration pro rata among (A) the holders of such securities who have been granted registration rights similar to the Holders prior to the date hereof and (B) the Holders, collectively, on the basis of the number of shares securities requested to be registered by such holders holders, including the Holders, or as such holders holders, including the Holders, may otherwise agree, and (iii) third, other securities requested to be included in such registration.

Priority on Primary Registrations. If a Piggyback Registration is an underwritten primary registration on behalf of the 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 without having an adverse effect on adversely affecting the marketability of such offeringoffering (including the price range acceptable to the Company), the Company shall include in such registration (i) first, the securities the Company proposes to sell, (ii) second, the Registrable Common Shares Securities requested to be included therein by the Shareholdersin such registration, pro rata between among the Shareholders holders of such Registrable Securities on the basis of the number amount of shares requested to be registered such securities owned by the Shareholderseach such holder, and (iii) third, the Registrable Common Shares requested to be included therein by the other Holders, if any, pro rata among such Holders on the basis of the number of shares requested to be registered by such Holders, and (iv) fourth, other securities requested to be included in such registration pro rata among the holders of such securities on the basis of the number amount of shares requested to be registered such securities owned by each such holders or as such holders may otherwise agreeholder.

Priority on Primary Registrations. If a Piggyback Registration is an underwritten a primary registration on behalf of the Company, and the Company determines, or, in the event such Piggyback Registration is an underwritten offering, the managing underwriters underwriter(s) advise the Company in writing writing, that in their opinion the number of securities requested to be included in such registration exceeds the number which can be sold in such offering without having an adverse effect on such adversely affecting the marketability of the offering, the Company shall will include in such registration (i) first, the securities the Company proposes to sell, (ii) second, the Registrable Common Shares Securities requested to be included therein by the Shareholdersin such registration, pro rata between among the Shareholders Holders of such Registrable Securities on the basis of the number of shares requested to be registered held by the Shareholderseach such Holder, and (iii) third, the Registrable Common Shares requested to be included therein by the other Holders, if any, pro rata among such Holders on the basis of the number of shares requested to be registered by such Holders, and (iv) fourth, other securities requested to be included in such registration pro rata among the holders registration; provided, however, that if, as a result of such securities on pro-ration, the basis Participating Holder shall not be entitled to include in a registration all Registrable Securities of the number of shares class that such Participating Holder had requested to be registered by included, then such holders or registration shall not count as one of such holders may otherwise agreeParticipating Holder’s permitted Piggyback Registrations under Section 3(b).

Priority on Primary Registrations. If a Piggyback Registration is 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 without having an adverse effect on such offeringwithin a price range acceptable to the Company, the Company shall include in such registration (i) first, the securities the Company proposes to sell, (ii) second, the Investor Registrable Common Shares Securities requested to be included therein by the Shareholdersin such registration, pro rata between among the Shareholders holders of such Investor Registrable Securities on the basis of the number of shares requested to be registered owned by the Shareholderseach such holder, (iii) third, the Founder Registrable Common Shares Securities requested to be included therein by the other Holders, if anyin such registration, pro rata among the holders of such Holders Founder Registrable Securities on the basis of the number of shares requested to be registered owned by each such Holdersholder, and (iv) fourth, other securities requested to be included in such registration 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 agreeregistration.

Priority on Primary Registrations. If a Piggyback Registration is 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 such offering without having an adverse effect on and/or that the number of Registrable Shares proposed to be included in any such registration would adversely affect the price per share of the Company’s equity securities to be sold in such offering, the Company shall include in such registration (i) first, the securities the Company proposes to sell, (ii) second, the Registrable Common Shares requested to be included therein by the Shareholdersholders thereof, pro rata between among the Shareholders Stockholders holding such Registrable Shares on the basis of the number of shares requested to be registered by the Shareholders, (iii) third, the Registrable Common Shares requested to be included therein by the other Holders, if any, pro rata among such Holders on the basis of the number of shares requested to be registered by such HoldersStockholders, and (iviii) fourththird, other securities requested to be included in such registration 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.

Priority on Primary Registrations. If a Piggyback Registration is 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 that can be sold in an orderly manner in such offering without having an adverse effect on such offeringwithin a price range acceptable to the Company, the Company shall will include in such registration (i) shares in the following order until such limitation has been met: first, the securities the Company proposes to sell, (ii) ; second, the Registrable Common Shares Securities requested to be included therein by the Shareholdersin such registration, pro rata between among the Shareholders holders of such Registrable Securities on the basis of the number of shares requested to be registered Shares owned by the Shareholders, (iii) each such holder; third, the Registrable Common Shares securities requested to be included therein in such registration by the other Holders, if any, pro rata among such Holders on the basis of the number of shares requested to be registered by such Holders, Stockholders; and (iv) fourth, other securities requested to be included in such registration pro rata among registration; provided that in any event, after the holders of such securities on IPO, the basis Holders of the number Registrable Securities shall be entitled to have their Shares represent at least twenty-five percent (25%) of the total shares requested to be registered by included in any such holders or as such holders may otherwise agreeregistration.

Priority on Primary Registrations. If a Piggyback Registration is 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 without having an adverse effect on such offeringwithin a price range acceptable to the Company, the Company shall include in such registration (i) first, the securities the Company proposes to sell, (ii) second, the Investor Registrable Common Shares Securities requested to be included therein by the Shareholdersin such registration, pro rata between among the Shareholders holders of such Investor Registrable Securities on the basis of the number of shares requested to be registered owned by the Shareholderseach such holder, (iii) third, the Other Registrable Common Shares Securities requested to be included therein by the other Holders, if anyin such registration, pro rata among the holders of such Holders Other Registrable Securities on the basis of the number of shares requested to be registered owned by each such Holdersholder, and (iv) fourth, other securities requested to be included in such registration 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 agreeregistration.

Priority on Primary Registrations. If a Piggyback Registration is an underwritten primary registration 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 Registration exceeds the number which can be sold in an orderly manner in such offering without having an adverse effect on and/or that the number of securities proposed to be included in such offeringoffering would adversely affect the price per share of the Common Stock, the Company shall include in such registration the Registration (i) first, the securities the Company proposes to sell, and (ii) second, the Registrable Common Shares Securities requested to be included therein by in the Shareholders, pro rata between the Shareholders on the basis of the number of shares requested to be registered by the Shareholders, (iii) third, the Registrable Common Shares requested to be included therein by the other Holders, if any, Registration pro rata among such the Holders on the basis of the number of shares requested proposed to be registered by each or as such Holdersholders may otherwise agree, and (iviii) fourththird, other securities requested to be included in such registration the Registration pro rata among the holders of such other securities on the basis of the number of shares requested to be registered by each such holders holder or as such holders may otherwise agree.

Priority on Primary Registrations. If a Piggyback Registration is --------------------------------- 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 such offering without having an adverse effect on such offeringwithin a price range reasonably acceptable to the Company, the Company shall will include in such registration (i) first, the securities the Company proposes to sell, sell and (ii) second, the Registrable Common Shares Securities requested to be included therein by the Shareholdersin such registration, pro rata between among the Shareholders respective holders thereof on the basis of the number of shares requested Shares of Registrable Securities held (or subject to be registered stock options held) by the Shareholders, each such holder and (iii) third, the Registrable Common Shares requested to be included therein by the other Holders, if any, pro rata among such Holders on the basis of the number of shares requested to be registered by such Holders, and (iv) fourth, other securities requested to be included in such registration pro rata among the respective holders of such securities thereof on the basis of the number of shares requested to be registered Shares of securities held by each such holders or as such holders may otherwise agreeholder.

Priority on Primary Registrations. If a Piggyback Registration is an underwritten primary registration on behalf of the CompanyIssuer, and the managing underwriters advise the Company Issuer 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 without having an adverse effect on such offeringwithin a price range acceptable to the Issuer, the Company shall Issuer will include in such registration (i) first, the securities that the Company Issuer proposes to sell, (ii) second, the Registrable Common Shares Securities requested to be included therein by the Shareholdersin such registration, pro rata between among the Shareholders holders thereof on the basis of the number of shares requested to be registered Registrable Securities owned by the Shareholderseach such holder, and (iii) third, the Registrable Common Shares requested to be included therein by the other Holders, if any, pro rata among such Holders on the basis of the number of shares requested to be registered by such Holders, and (iv) fourth, other securities requested to be included in such registration pro rata among the holders of such securities on the basis of the number of shares requested to be registered such other securities owned by each such holders or as such holders may otherwise agreeholder.

Priority on Primary Registrations. If a Piggyback Registration is an underwritten primary registration on behalf of the Company, and the Company shall include in such registration all Registrable 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 such offering without having an adverse effect on such adversely affecting the marketability of the offering, the Company shall include in such registration (i) first, the securities the Company proposes to sell, (ii) second, the number of Registrable Common Shares Securities requested to be included therein in such registration by the ShareholdersInvestors holding Registrable Securities, if necessary, pro rata between the Shareholders among such holders of Registrable Securities on the basis of the number of shares requested to be registered of such Registrable Securities owned by the Shareholderssuch holders at such time, and (iii) third, any other securities of the Registrable Common Shares Company requested to be included therein by the other Holdersin such registration pro rata, if anynecessary, pro rata among such Holders on the basis of the number of shares requested to be registered of such other securities owned by such Holders, and other holders (ivwhich for clarity are not Investors) fourth, other securities requested to be included in at such registration 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 agreetime.

Priority on Primary Registrations. If a Piggyback Registration is an underwritten primary registration on behalf of the Company, Company and the managing underwriters advise give the Company in writing their written opinion that in their opinion the total number or dollar amount of securities requested to be included in such the registration exceeds the number which or dollar amount of securities that can be sold in such offering without having an adverse effect on such offeringsold, the Company shall will include the securities in such the registration in the following order of priority: (i) first, the all securities the Company proposes to sell, ; (ii) second, up to the full number or dollar amount of Registrable Common Shares Securities requested to be included therein by in the Shareholders, registration (allocated on a pro rata between basis among the Shareholders holders of Registrable Securities on the basis of the dollar amount or number of shares Registrable Securities requested to be registered by the Shareholders, included); and (iii) third, any other securities (provided they are of the Registrable Common Shares same class as the securities sold by the Company) requested to be included therein by the other Holdersincluded, if any, pro rata among such Holders on the basis of the number of shares requested to be registered by such Holders, and (iv) fourth, other securities requested to be included in such registration pro rata allocated among the holders of securities in such securities on proportions as the basis of the number of shares requested to be registered by such holders or as such Company and those holders may otherwise agree.

Priority on Primary Registrations. If a Piggyback Registration is 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 such offering without having an adverse effect on and/or that the number of shares of Registrable Securities proposed to be included in any such registration would adversely affect the price per share of the Company’s equity securities to be sold in such offering, the Company shall include in such registration (i) first, the securities the Company proposes to sell, (ii) second, the Registrable Common Shares Securities requested to be included therein by the Shareholders, pro rata between the Shareholders on the basis of the number of shares requested to be registered by the Shareholders, (iii) third, the Registrable Common Shares requested to be included therein by the other Holders, if any, pro rata among the Holders of such Holders Registrable Securities on the basis of the number of shares requested to be registered by such Holders, and (iviii) fourththird, other securities requested to be included in such registration 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.

Priority on Primary Registrations. If a Piggyback Registration is 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 such offering without having an adverse effect on such offering, the Company shall include in such registration (i) first, the securities the Company proposes to sell, (ii) second, the Registrable Common Shares Securities requested to be included therein by the Shareholders, pro rata between the Shareholders on the basis of the number of shares requested to be registered by the ShareholdersPurchaser, (iii) third, the Registrable Common Shares Securities requested to be included therein by the other Holders, if any, pro rata among such Holders on the basis of the number of shares requested to be registered by such Holders, and (iv) fourth, other securities requested to be included in such registration 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.

Priority on Primary Registrations. If a Piggyback Registration is relates to an underwritten primary registration on behalf public offering of securities by 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 that can be sold in an orderly manner in such offering without having an adverse effect on such offeringwithin a price range acceptable to the Company, the Company shall will include in such registration only that number of securities which the managing underwriter(s) in their sole discretion determine will not jeopardize the success of the offering, based on the following order of priority: (i) first, the securities proposed to be sold by the Company proposes to sell, Company; (ii) second, the Registrable Common Shares requested Securities that the managing underwriter(s) determines to be included therein by the Shareholdersinclude in such registration, pro rata between among the Shareholders Holders based on the basis their respective ownership of the number of shares requested to be registered by the Shareholders, Registrable Securities; and (iii) third, the Registrable Common Shares requested to be included therein by the other Holders, if any, pro rata among such Holders on the basis of the number of shares requested to be registered by such Holders, and (iv) fourth, other securities requested that the managing underwriter(s) determine to be included include in such registration registration, pro rata among the holders of such other securities based on the basis their respective ownership of the number of shares requested to be registered by such holders or as such holders may otherwise agreeother securities.

Priority on Primary Registrations. If a Piggyback Registration is --------------------------------- 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 such offering without having an adverse effect on such adversely affecting the marketability of the offering, the Company shall include in such registration (i) first, the securities the Company proposes to sell, (ii) second, the Investor Registrable Common Shares Securities requested to be included therein by the Shareholdersin such registration, pro rata between among the Shareholders holders of such Investor Registrable Securities on the basis of the number of shares requested to be registered owned by the Shareholderseach such holder, (iii) third, the Other Stockholder Registrable Common Shares Securities requested to be included therein by the other Holders, if anyin such registration, pro rata among the holders of such Holders Other Stockholder Registrable Securities on the basis of the number of shares requested to be registered owned by each such Holdersholder, and (iv) fourth, other securities requested to be included in such registration pro rata among registration; provided that in any event the holders of such securities on the basis Investor Registrable -------- Securities shall be entitled to register at least 50% of the number of shares requested securities to be registered by included in any such holders or as such holders may otherwise agreeregistration.

Priority on Primary Registrations. If a Piggyback Registration is 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 such offering without having an adverse effect on and/or that the number of securities requested to be included in such registration would adversely affect the price per share of the Company's securities to be sold in such offering, the Company shall include in such registration (i) first, the securities the Company proposes to sell, (ii) second, the Registrable Common Shares Securities requested to be included therein by the Shareholders, pro rata between the Shareholders on the basis of the number of shares requested to be registered by the Shareholders, (iii) third, the Registrable Common Shares requested to be included therein by the other Holders, if any, pro rata among the Holders of such Holders Registrable Securities on the basis of the number of shares requested to be registered by such Holders, and (iviii) fourththird, other securities requested to be included in such registration 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.

Priority on Primary Registrations. If a Piggyback Registration is an underwritten primary registration on behalf of the Company, Corporation and the managing underwriters advise the Company in writing Corporation that in their opinion the number of securities requested to be included in such the registration exceeds creates a substantial risk of adversely affecting the number which can be sold in such offering without having an adverse effect on such offering, the Company shall Corporation will include in such registration (i) first, the securities that the Company Corporation proposes to sell, (ii) second, the Priority Registrable Common Shares requested to be included therein by the Shareholdersin such registration, pro rata between among the Shareholders holders of such Priority Registrable Shares on the basis of the number of shares Priority Registrable Shares requested to be registered included in such registration by the Shareholderssuch holders, (iii) third, the Other Registrable Common Shares requested to be included therein by the other Holders, if anyin such registration, pro rata among such the Other Holders on the basis of the number of shares Other Registrable Shares requested to be registered included in such registration by such Other Holders, (iv) fourth, the Management Registrable Shares requested to be included in such registration, pro rata among the Management Holders on the basis of the number of Management Registrable Shares requested to be included in such registration by such Management Holders, and (ivv) fourthfifth, other securities requested to be included in such registration 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 agreeregistration.

Priority on Primary Registrations. If a Piggyback Registration is an underwritten primary registration on behalf of the 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 such offering without having an adverse effect on adversely affecting the marketability, proposed offering price, timing, distribution method or probability of success of such offering, then the Company shall will include in such registration (i) first, the securities that the Company proposes to sell, (ii) second, the Registrable Common Shares Securities requested to be included therein by the Shareholdersin such registration, pro rata between among the Shareholders holders thereof on the basis of the number of shares requested to be registered Registrable Securities owned by the Shareholderseach such holder, and (iii) third, the Registrable Common Shares requested to be included therein by the other Holders, if any, pro rata among such Holders on the basis of the number of shares requested to be registered by such Holders, and (iv) fourth, other securities requested to be included in such registration pro rata among the holders of such securities on the basis of the number of shares requested to be registered such other securities owned by each such holders or as such holders may otherwise agreeholder.

Priority on Primary Registrations. If a Piggyback Registration is relates to an underwritten primary registration on behalf public offering of equity securities by 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 having an adverse effect on such offeringwithin a price range acceptable to the Company, the Company shall will include in such registration (i) first, the securities proposed to be sold by the Company proposes to sellCompany, (ii) second, the Registrable Issued Warrant Shares (as defined in the Warrant Agreement), (iii) third, the Underlying Common Shares Stock requested to be included therein by the Shareholdersin such registration, pro rata between among the Shareholders holders of such Underlying Common Stock on the basis of the number of shares requested to be registered owned by the Shareholderseach such holder, (iiiiv) thirdfourth, the Registrable securities other than Underlying Common Shares Stock requested to be included therein in such registration by the other Holders, if any, pro rata among such Holders on the basis holders of the number of shares requested to be registered by such HoldersUnderlying Common Stock and non-Purchaser Affiliates, and (ivv) fourthfifth, other securities requested to be included in such registration 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 agreeregistration.

Priority on Primary Registrations. If a Piggyback Registration is 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 any potential offering and/or that the number of Registrable Securities proposed to be included in any such offering without having an adverse effect on such registration would adversely affect the price per share of the Company’s equity securities to be sold in any potential offering, the Company shall include in such registration (i) first, the securities the Company proposes to sell, (ii) second, the Registrable Common Shares Securities requested to be included therein in such registration by the Shareholders, pro rata between the Shareholders on the basis Holders that are not Affiliates of the number of shares requested to be registered by the Shareholders, (iii) third, the Registrable Common Shares requested to be included therein by the other Holders, if anyCompany, pro rata among such Holders on the basis of the number of shares securities requested to be registered by such Holders, and (iviii) fourththird, other securities the Registrable Securities requested to be included in such registration by Holders that are Affiliates of the Company, pro rata among the holders of such securities Holders on the basis of the number of shares securities requested to be registered by such holders or as such holders may otherwise agreeHolders.

Priority on Primary Registrations. If a Piggyback Registration is 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 such offering without having an adverse effect on and/or that the number of securities requested to be included in such registration would adversely affect the price per share of the Company's securities to be sold in such offering, the Company shall include in such registration (i) first, the securities the Company proposes to sell, (ii) second, the Registrable Common Shares securities requested to be included therein by the Shareholders, pro rata between the Shareholders on the basis of the number of shares requested to be registered by the Shareholders, (iii) third, the Registrable Common Shares requested to be included therein by the other Holders, if any, pro rata among the Holders of such Holders Registrable Securities on the basis of the number of shares requested to be registered by such Holders, and (iviii) fourththird, other securities requested to be included in such registration 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.

Priority on Primary Registrations. If a Piggyback Registration is 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 without having an adverse effect on such offeringwithin a price range acceptable to the Company, the Company shall include in such registration (i) first, the securities the Company proposes to sell, (ii) second, the Registrable Common Shares Securities requested to be included therein by the Shareholdersin such registration, pro rata between among the Shareholders holders of such Registrable Securities on the basis of the number of shares requested to be registered owned by the Shareholderseach such holder, (iii) third, the any other Registrable Common Shares Securities requested to be included therein by the other Holders, if anyin such registration, pro rata among the holders of such Holders Registrable Securities on the basis of the number of shares requested to be registered owned by each such Holders, holder and (iv) fourth, other securities requested to be included in such registration 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 agreeregistration.

Priority on Primary Registrations. If a Piggyback Registration is 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 without having an adverse effect on such offeringwithin a price range acceptable to the Company, the Company shall include in such registration (i) first, the securities the Company proposes to sell, (ii) second, the Priority Registrable Common Shares Securities requested to be included therein by the Shareholdersin such registration, pro rata between among the Shareholders holders of such Priority Registrable Securities on the basis of the number of shares requested to be registered owned by the Shareholderseach such holder, (iii) third, the Executive Registrable Common Shares Securities requested to be included therein by the other Holders, if anyin such registration, pro rata among the holders of such Holders Executive Registrable Securities on the basis of the number of shares requested to be registered owned by each such Holdersholder, and (iv) fourth, other securities requested to be included in such registration 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 agreeregistration.

Priority on Primary Registrations. If a Piggyback Registration is 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 such offering without having an adverse effect on such offering, the Company shall will include in such registration (i) first, the securities the Company proposes to sell, (ii) second, the Registrable Common Shares Securities requested to be included therein by the Shareholdersin such registration, pro rata between among the Shareholders holders of such Registrable Securities on the basis of the number of shares requested to be registered owned by the Shareholderssuch holders, and (iii) third, the Registrable Common Shares requested to be included therein by the other Holders, if any, pro rata among such Holders on the basis of the number of shares requested to be registered by such Holders, and (iv) fourth, other securities requested to be included in such registration pro rata among registration; provided, that in any Piggyback Registration other than the Initial Public Offering of the Company's Common Stock, the holders of Registrable Securities shall be permitted to include in any such securities registration on the a pro rata basis not less than 25% of the number of shares requested of Common Stock proposed to be registered by sold in such offering, unless the holders of a majority of the Registrable Securities requesting such registration agree in writing to reduce such portion or as such holders may otherwise agreeto waive their rights under this proviso.

Priority on Primary Registrations. If a Piggyback Registration is an underwritten a --------------------------------- 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 such offering without having an adverse effect on such adversely affecting the marketability of the offering, the Company shall will include in such registration (i) first, the securities the Company proposes to sell, ; (ii) second, the Registrable Common Shares requested to be included therein by the Shareholders, pro rata between the Shareholders on the basis of the number of shares requested to be registered by the Shareholders, (iii) third, the Registrable Common Shares requested to be included therein by the other Holders, if any, pro rata among such Holders on the basis of the number of shares requested to be registered by such Holders, and (iv) fourth, other securities Securities requested to be included in such registration by the Warrant Holders, pro rata among the holders of such securities based on the basis of the respective number of shares requested to be registered included by the holders of Registrable Securities; and (iii) third, all other Common Stock requested to be included in such holders or as registration by all other Persons granted registration rights by the Company, pro rata based on the respective number of shares requested to be included by all such holders may otherwise agreePersons.

Priority on Primary Registrations. If a Piggyback Registration is --------------------------------- an underwritten primary registration on behalf of the CompanyIssuer, and the managing underwriters advise the Company Issuer 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 without having an adverse effect on such offeringwithin a price range acceptable to the Issuer, the Company shall Issuer will include in such registration (i) first, the securities that the Company Issuer proposes to sell, (ii) second, the ----- ------ Registrable Common Shares Securities requested to be included therein by the Shareholdersin such registration, pro rata between among the Shareholders holders thereof on the basis of the number of shares requested to be registered Registrable Securities owned by the Shareholderseach such holder, and (iii) third, the Registrable Common Shares requested to be included therein by the other Holders, if any, pro rata among such Holders on the basis of the number of shares requested to be registered by such Holders, and (iv) fourth, other securities requested to be ----- included in such registration pro rata among the holders of such securities on the basis of the number of shares requested to be registered such other securities owned by each such holders or as such holders may otherwise agreeholder.

Priority on Primary Registrations. If a Piggyback Registration is 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 such offering without having an adverse effect on such adversely affecting the marketability of the offering, the Company shall include in such registration (i) first, the securities the Company proposes to sell, and (ii) second, the Registrable Common Shares Securities requested to be included therein by the Shareholders, in such registration pro rata between among the Shareholders holders thereof on the basis of the number of shares requested to be registered of Registrable Securities owned by the Shareholderseach such holder, and (iii) third, the Registrable Common Shares requested to be included therein by the other Holders, if any, pro rata among such Holders on the basis of the number of shares requested to be registered by such Holders, and (iv) fourth, 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 registered by included in such holders or as such holders may otherwise agreeregistration.

Priority on Primary Registrations. If a Piggyback Registration (other than with respect to the Company's IPO) is 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 such offering without having an adverse effect on such adversely affecting the marketability of the offering, the Company shall include in such registration (i) first, the securities the Company proposes to sell, (ii) second, the Investor Registrable Common Shares Securities requested to be included therein by the Shareholdersin such registration, pro rata between among the Shareholders holders of such Investor Registrable Securities on the basis of the number of shares requested to be registered owned by the Shareholderseach such holder, (iii) third, the Founder Registrable Common Shares Securities requested to be included therein by the other Holders, if anyin such registration, pro rata among the holders of such Holders Founder Registrable Securities on the basis of the number of shares requested to be registered owned by each such Holdersholder, and (iv) fourth, other securities requested to be included in such registration 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 agreeregistration.

Priority on Primary Registrations. If a Piggyback Registration is 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 required to be included in such registration exceeds the number which can be sold in an orderly manner in such offering without having an adverse effect on such offeringwithin a price range acceptable to the Company, the Company shall will include in such registration (i) first, the securities the Company proposes to sell, (ii) second, any securities with registration rights having priority over those of the Registrable Common Shares as to which the holders have requested registration, (iii) third, the Registrable Shares requested to be included therein by in such registration and other securities as to which the Shareholdersholders have similar registration rights and have requested similar registration, pro rata between among the Shareholders holders of such Registrable Shares and other securities on the basis of the number of shares requested to be registered owned by the Shareholders, (iii) third, the Registrable Common Shares requested to be included therein by the other Holders, if any, pro rata among each such Holders on the basis of the number of shares requested to be registered by such Holdersholder, and (iv) fourth, other securities requested to be included in such registration 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 agreeregistration.

Priority on Primary Registrations. If a Piggyback Registration is --------------------------------- an underwritten primary registration on behalf of the 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 such offering without having an adverse effect on adversely affecting the marketability of such offering, the Company shall will include in such registration (i) first, the securities the Company proposes to sell, (ii) second, ----- ------ the Registrable Common Shares Securities requested to be included therein by the Shareholdersin such registration, pro rata between among the Shareholders holders of such Registrable Securities on the basis of the number of shares requested to be registered owned by the Shareholders, each such holder and (iii) third, the Registrable Common Shares requested to be included therein by the other Holders, if any, pro rata among such Holders on the basis of the number of shares requested to be registered by such Holders, and (iv) fourth, other securities requested ----- to be included in such registration pro rata among the holders of such securities on the basis of the number of shares requested to be registered owned by each such holders or as such holders may otherwise agreeholder.

Priority on Primary Registrations. If a Piggyback Registration is 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 without having an adverse effect on such offeringwithin a price range acceptable to the Company, the Company shall include in such registration (i) first, the securities the Company proposes to sell, (ii) second, the Purchaser Registrable Common Shares Securities requested to be included therein by the Shareholdersin such registration, pro rata between among the Shareholders holders of such Purchaser Registrable Securities on the basis of the number of shares requested to be registered owned by the Shareholderseach such holder, (iii) third, the other Registrable Common Shares Securities requested to be included therein by the other Holders, if anyin such registration, pro rata among the holders of such Holders Registrable Securities on the basis of the number of shares requested to be registered owned by each such Holdersholder, and (iv) fourth, other securities requested to be included in such registration 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 agreeregistration.

Priority on Primary Registrations. If a Piggyback Registration is an underwritten primary registration on behalf of the 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 such offering without having an adverse effect on such adversely affecting the marketability, proposed offering price, timing, distribution method or probability of success of the offering, then the Company shall will include in such registration (i) first, the securities that the Company proposes to sell, (ii) second, the FBR Registrable Common Shares and the Registrable Securities requested to be included therein by the Shareholdersin such registration, pro rata between among the Shareholders holders thereof on the basis of the number of shares requested to be registered FBR Registrable Shares and Registrable Securities owned by the Shareholderseach such holder, and (iii) third, the Registrable Common Shares requested to be included therein by the other Holders, if any, pro rata among such Holders on the basis of the number of shares requested to be registered by such Holders, and (iv) fourth, other securities requested to be included in such registration pro rata among the holders of such securities on the basis of the number of shares requested to be registered such other securities owned by each such holders or as such holders may otherwise agreeholder.

Priority on Primary Registrations. If a Piggyback Registration is 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 such offering without having an adverse effect on and/or that the number of shares of Registrable Common Stock proposed to be included in any such registration would adversely affect the price per share of the Company’s equity securities to be sold in such offering, the Company shall include in such registration (i) first, the securities the Company proposes to sell, (ii) second, the Registrable Common Shares Stock requested to be included therein by the Shareholders, pro rata between the Shareholders on the basis of the number of shares requested to be registered by the Shareholders, (iii) third, the Registrable Common Shares requested to be included therein by the other Holders, if any, pro rata among the Holders of such Holders Registrable Common Stock on the basis of the number of shares requested to be registered by such Holders, and (iviii) fourththird, other securities requested to be included in such registration 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.

Priority on Primary Registrations. If a Piggyback Registration is 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 such offering without having an adverse effect on such adversely affecting the marketability of the offering, the Company shall include in such registration (i) first, the securities the Company proposes to sellregister, (ii) second, the Registrable Common Shares APT Securities requested to be included therein by the Shareholdersholders of the APT Securities requesting to be included in such registration, pro rata between among the Shareholders holders of such APT Securities on the basis of the number of shares requested to be registered owned by the Shareholderseach such holder, (iii) third, the Registrable Common Shares Securities requested to be included therein by the other Holders, if anyholders of the Registrable Securities (including the CRW Securities) requesting to be included in such registration, pro rata among the holders of such Holders Registrable Securities on the basis of the number of shares requested to be registered owned by each such Holdersholder, and (iv) fourth, other securities requested to be included in such registration 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 agreeregistration.

Priority on Primary Registrations. If a Piggyback --------------------------------- Registration is 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 without having an adverse effect on such offeringwithin a price range acceptable to the Company, the Company shall include in such registration registration: (i) first, the securities the Company proposes to sell, ; (ii) second, the Registrable Common Shares Securities requested to be included therein by the Shareholdersin such registration, pro rata between among the Shareholders holders of such Registrable Securities on the basis of the number of shares requested to be registered owned by the Shareholders, such holders; and (iii) third, the Registrable Common Shares requested to be included therein by the other Holders, if any, pro rata among such Holders on the basis of the number of shares requested to be registered by such Holders, and (iv) fourth, other securities requested to be included in such registration registration, pro rata among the holders of such securities thereof on the basis of the number of shares their securities requested to be registered by such holders or as such holders may otherwise agreeincluded therein.

Priority on Primary Registrations. If a Piggyback Registration is an underwritten primary registration on behalf of the CompanyIssuer, and the managing underwriters advise the Company Issuer 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 without materially adversely affecting such offering without having an adverse effect on such offeringsale, the Company shall Issuer will include in such registration (regardless of whether any holder initially requested such registration) (i) first, the securities the Company Issuer proposes to sell, (ii) second, the those Registrable Common Shares Securities requested to be included therein by the Shareholdersholders thereof which in the opinion of such managing underwriters can be sold, pro rata between among the Shareholders respective holders thereof on the basis of the amount of such securities owned, and (iii) third, all Other Registrable Securities requested to be included in such registration, pro rata among the holders thereof on the basis of the number of shares requested to be registered by the Shareholders, (iii) third, the Registrable Common Shares requested to be included therein by the other Holders, if any, pro rata among such Holders on the basis of the number of shares requested to be registered owned by such Holders, and (iv) fourth, other securities requested to be included in such registration 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 agreeholders.

Priority on Primary Registrations. If a Piggyback Registration is 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 such offering without having an adverse effect on adversely affecting the marketability of such offering, then the Company shall will include in such registration (ia) first, the securities the Company proposes to sell, (iib) second, the (I) Registrable Common Shares Securities requested to be included therein by in such registration, and (II) other securities as to which the ShareholdersCompany has granted pari passu registration rights, pro rata between among the Shareholders holders of such Registrable Securities and other securities on the basis of the number of shares requested to be registered by the Shareholders, (iii) third, the Registrable Common Shares Securities and other securities so requested to be included therein owned by the other Holders, if any, pro rata among each such Holders on the basis of the number of shares requested to be registered by such Holders, holder and (ivc) fourththird, other securities requested to be included in such registration registration, pro rata among the holders of such securities on the basis of the number of shares securities so requested to be registered included therein owned by each such holders or as such holders may otherwise agreeholder.

Priority on Primary Registrations. If a Piggyback Registration is 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 such offering without having an adverse effect on such adversely affecting the marketability of the offering, the Company shall include in such registration (i) first, the securities the Company proposes to sell, (ii) second, the such number of Registrable Common Shares Securities requested to be included therein by the Shareholdersin such registration, pro rata between among the Shareholders respective holders of Registrable Securities on the basis of the number of shares requested Registrable Securities owned by each such holder immediately prior to be registered by the Shareholders, such registration and (iii) third, the Registrable Common Shares requested subject to be included therein by the other HoldersSection 1(g) hereof, if any, pro rata among such Holders on the basis of the number of shares requested to be registered by such Holders, and (iv) fourth, any other securities requested to be included in such registration pro rata among registration; provided that the holders of such securities on Management Registrable Securities and Other Registrable Securities (to the basis extent holders of Other Registrable Securities are employees of the number Company or any of shares requested its Subsidiaries) may participate in such underwritten offering only to be registered the extent agreed to by such holders or as such holders may otherwise agreethe managing underwriters.

Priority on Primary Registrations. If a Piggyback Registration registration under Section --------------------------------- 3 is 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 such offering without having an adverse effect on such offering, the Company shall include in such registration (i) first, the securities the Company proposes to sell, (ii) second, the Registrable Common Shares requested to be included therein by the Shareholders, pro rata between the Shareholders on the basis of the number of shares requested to be registered by the Shareholders, (iii) third, the Registrable Common Shares requested to be included therein by the other Holders, if any, pro rata among such Holders on the basis of the number of shares requested to be registered by such Holders, and (iv) fourth, other securities requested to be included in such registration pro rata among the holders of registration rights pursuant to the --- ---- present terms of agreements between such securities holders and the Company in existence as of the date hereof, on the basis of the number of shares requested to be registered by such holders and (iii) third, pro rata among the Holders of the --- ---- Shares, on the basis of the number of Shares requested to be registered by Holders. To facilitate the allocation of shares in accordance with the above provisions, the Company may round the number of shares allocated to any Holder or as other such holders may otherwise agreeholder to the nearest one hundred (100) shares.

Priority on Primary Registrations. If a Piggyback Registration is 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 without having an adverse effect on such offeringwithin a price range acceptable to the Company, the Company shall will include in such registration (i) first, the securities the Company proposes to sell, (ii) second, the Conversion Registrable Common Shares Securities requested to be included therein by the Shareholdersin such registration, pro rata between among the Shareholders holders of such Conversion Registrable Securities on the basis of the number of shares requested to be registered owned by the Shareholderssuch holders, (iii) third, the Executive Registrable Common Shares Securities requested to be included therein by the other Holders, if anyin such registration, pro rata among the holders of such Holders Executive Registrable Securities on the basis of the number of shares requested to be registered owned by such Holdersholders, and (iv) fourth, other securities requested to be included in such registration 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 agreeregistration.

Priority on Primary Registrations. If a Piggyback Registration is initiated as an underwritten primary registration on behalf of the CompanyCompany where the primary use of proceeds does not include the repurchase, redemption, acquisition or retirement of capital stock of the Company (a “Stock Repurchase”), 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 such offering without having an adverse effect on such offering, including the price at which such securities can be sold, then the Company 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, (ii) second, to the Registrable Common Shares Stock requested to be included therein in such registration by the ShareholdersStockholders, pro rata between among the Shareholders Stockholders on the basis of the total number of shares requested to be registered Registrable Common Stock owned by the Shareholders, each such Stockholder and (iii) third, the Registrable Common Shares requested to be included therein by the among other Holders, if any, pro rata among such Holders on the basis of the number of shares requested to be registered by such Holders, and (iv) fourth, other equity securities requested to be included in such registration by other stockholders of the Company to be allocated pro rata among the holders of such securities thereof on the basis of the number of shares requested to be registered such equity securities owned by each such holders or as such holders may otherwise agreeholder.

Priority on Primary Registrations. If a Piggyback Registration is an underwritten primary registration on behalf of the Company, and the managing underwriters advise underwriter(s) advise(s) the Company in writing that in its or their opinion the number of securities requested to be included in such registration exceeds the largest number which that can be sold in such offering without having and/or that the number of Registrable Securities proposed to be included in any such registration would have an adverse effect on the offering, including the price per share at which the Company’s equity securities can be sold in such offering, the Company shall include in such registration (i) first, the securities the Company proposes to sell, (ii) second, the Registrable Common Shares Securities requested to be included therein by the Shareholders, pro rata between among the Shareholders of such Registrable Securities on the basis of the number of shares requested to be registered by the Shareholders, (iii) third, the Registrable Common Shares requested to be included therein by the other Holders, if any, pro rata among such Holders on the basis of the number of shares Securities requested to be registered by such Holders, Shareholders and (iviii) fourththird, other securities requested to be included in such registration 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 agreeagree in writing.

Priority on Primary Registrations. If a Piggyback Registration is an underwritten primary registration on behalf of the Company, and the managing underwriters advise the Company in writing that (with a copy to each party hereto requesting registration of Registrable Securities under this Section 2) that, in their opinion opinion, the number of securities requested to be included in such registration exceeds the number which can be sold in such offering without having an adverse effect on such adversely affecting the marketability, proposed offering price, timing, distribution method or probability of success of the offering, then the Company shall will include in such registration (i) first, the securities that the Company proposes to sell, (ii) second, the Registrable Common Shares Securities requested to be included therein by the Shareholdersin such registration, pro rata between among the Shareholders holders thereof on the basis of the number of shares requested to be registered Registrable Securities owned by the Shareholderseach such holder, and (iii) third, the Registrable Common Shares requested to be included therein by the other Holders, if any, pro rata among such Holders on the basis of the number of shares requested to be registered by such Holders, and (iv) fourth, other securities requested to be included in such registration pro rata among the holders of such securities on the basis of the number of shares requested to be registered such other securities owned by each such holders or as such holders may otherwise agreeholder.

Priority on Primary Registrations. If a Piggyback Registration is relates to an underwritten primary registration public offering of Company Securities on behalf of the Company, Company (a "Primary Piggyback Registration") and the managing underwriters advise the Company in writing that in their opinion the number of securities Company Securities requested to be included in such registration exceeds the number which that can be sold in an orderly manner in such offering without having an adverse effect on such offeringwithin a price range acceptable to the Company, the Company shall will include in such registration (i) first, the securities Company Securities proposed to be sold by the Company proposes to sellCompany, (ii) second, the Registrable Issued Warrant Shares (as defined in the Helter Warrant Agreement), (iii) third, the Underlying Common Stock and Warrant Shares requested to be included therein by the Shareholdersin such registration, pro rata between among the Shareholders holders of such Underlying Common Stock and Warrant Shares on the basis of the number of shares requested to be registered included in such registration by the Shareholders, (iii) third, the Registrable Common Shares requested to be included therein by the other Holders, if any, pro rata among each such Holders on the basis of the number of shares requested to be registered by such Holders, holder and (iv) fourth, other securities Company Securities requested to be included in such registration 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 agreeregistration.

Priority on Primary Registrations. If a Piggyback Registration is 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 such offering without having an adverse effect on and/or that the number of shares of Registrable Common Shares proposed to be included in any such registration would adversely affect the price per share of the Company's equity securities to be sold in such offering, the Company shall include in such registration (i) first, the securities the Company proposes to sell, (ii) second, the Registrable Common Shares requested to be included therein by the Shareholders, pro rata between the Shareholders on the basis of the number of shares requested to be registered by the Shareholders, (iii) third, the Registrable Common Shares requested to be included therein by the other Holders, if any, pro rata among the Holders of such Holders Registrable Common Shares on the basis of the number of shares requested to be registered by such Holders, and (iviii) fourththird, other securities requested to be included in such registration 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.

Priority on Primary Registrations. If a Piggyback Registration is an underwritten primary registration on behalf of the 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 largest number which that can be sold in such offering without having and/or that the number of Registrable Securities proposed to be included in any such registration would have an adverse effect on the offering, including the price per share at which the Company's equity securities can be sold in such offering, the Company shall include in such registration (i) first, the securities the Company proposes to sell, (ii) second, the Registrable Common Shares Securities requested to be included therein by the Shareholders, pro rata between among the Shareholders of such Registrable Securities on the basis of the number of shares requested to be registered by the Shareholders, (iii) third, the Registrable Common Shares requested to be included therein by the other Holders, if any, pro rata among such Holders on the basis of the number of shares Securities requested to be registered by such Holders, Shareholders and (iviii) fourththird, other securities requested to be included in such registration 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 agreeagree in writing.

Priority on Primary Registrations. If a Piggyback Registration is 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 such offering without having an adverse effect on such adversely affecting the marketability of the offering, the Company shall include in such registration (i) first, the securities the Company proposes to sell, (ii) second, the such number of Registrable Common Shares Securities requested to be included therein by the Shareholdersin such registration, pro rata between among the Shareholders respective holders of Registrable Securities on the basis of the number of shares requested Registrable Securities owned by each such holder immediately prior to be registered by the Shareholders, such registration and (iii) third, the Registrable Common Shares requested subject to be included therein by the other HoldersSection 1(g) hereof, if any, pro rata among such Holders on the basis of the number of shares requested to be registered by such Holders, and (iv) fourth, any other securities requested to be included in such registration pro rata among registration; provided that the holders of such securities on Executive Registrable Securities and Other Registrable Securities (to the basis extent holders of Other Registrable Securities are employees of the number Company or any of shares requested its Subsidiaries) may participate in such underwritten offering only to be registered the extent agreed to by such holders or as such holders may otherwise agreethe managing underwriters.