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 reasonably be sold in such offering, the Company shall use reasonable commercial efforts to include in such registration first, the securities that the Company proposes to sell; second, the securities that any holder of registration rights issued prior to the Effective Date proposes to sell; third, the securities that any shareholder of Company held prior to the Effective Date proposes to sell; and fourth, the Warrant Shares 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 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 reasonably be sold in such offering, at a price reasonably related to fair value, the Company shall use reasonable commercial efforts will allocate the securities to include in such registration be included as follows: first, the securities that the Company proposes to sellsell on its own behalf; and second, the securities that any holder of registration rights issued prior to the Effective Date proposes to sell; third, the securities that any shareholder of Company held prior to the Effective Date proposes to sell; and fourth, the Warrant Shares Registrable Securities requested to be included in such registration, pro rata on the basis of the number of Registrable Securities owned among the Stockholders.

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 Corporation in writing that in their opinion the number of securities requested to be included in such the registration exceeds creates a substantial risk that the number which can reasonably price per Common Share will be sold in such offeringreduced, the Company shall use reasonable commercial efforts to Corporation will include in such registration first, the securities that the Company Corporation proposes to sell; , second, the securities that any holder of registration rights issued prior to the Effective Date proposes to sell; third, the securities that any shareholder of Company held prior to the Effective Date proposes to sell; and fourth, the Warrant Registrable Shares requested to be included in such registration, pro rata among the holders of such Registrable Shares on the basis of the number of shares which are owned by such holders, and 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 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 reasonably be sold in such offering, the Company shall use reasonable commercial efforts to will include in such registration (i) first, the securities that the Company proposes to sell; , (ii) second, the securities that any holder Registrable Securities, pro rata in accordance with the amounts of registration rights issued prior Registrable Securities requested to the Effective Date proposes to sell; be so included by each Requesting Stockholder, and (iii) third, the any other securities that any shareholder of Company held prior to the Effective Date proposes to sell; and fourth, the Warrant Shares 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 that in their opinion the number of securities requested to be included in such registration exceeds the number which can reasonably be sold in such offering, the Company shall use reasonable commercial efforts to will include in such registration first, the securities that the Company proposes to sell; , second, the securities that any holder of registration rights issued prior to the Effective Date proposes to sell; third, the securities that any shareholder of Company held prior to the Effective Date proposes to sell; and fourth, the Warrant Registrable Shares requested to be included in such registration, pro rata among the holders of such Registrable Shares on the basis of the number of shares which such holders requested to be included in such registration, and 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 that in their opinion the number of securities requested to be included in such registration exceeds the number which can reasonably be sold in such offering, the Company shall use reasonable commercial efforts to will include in such registration first, the securities that the Company proposes to sell; second, the securities that any holder of registration rights issued prior to the Effective Date proposes to sell; and third, the securities that any shareholder of Company held prior to the Effective Date proposes to sell; and fourth, the Warrant Shares 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 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 offering in the registration exceeds creates a substantial risk that the number which can reasonably price per share of Common Stock will be sold reduced in such offering, the Company shall use reasonable commercial efforts to Corporation will include in such registration (i) first, the securities that the Company Corporation proposes to sell; , (ii) second, the securities that any holder of registration rights issued prior to the Effective Date proposes to sell; third, the securities that any shareholder of Company held prior to the Effective Date proposes to sell; and fourth, the Warrant Registrable Shares requested to be included in such registration, allocated among the participating Holders as designated by AFG, 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 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 reasonably be sold in such offering without adversely affecting the marketability of the offering, the Company shall use reasonable commercial efforts to include in such registration (i) first, the securities that the Company proposes to sell; , (ii) second, the securities that any holder of Investor Registrable Securities requested to be included in such registration rights issued prior to the Effective Date proposes to sell; and (iii) third, the other securities that any shareholder of Company held prior to the Effective Date proposes to sell; and fourth, the Warrant Shares 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 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 reasonably be sold in an orderly manner in such offeringoffering within a price range reasonably acceptable to the Company, the Company shall use reasonable commercial efforts to will include in such registration (i) first, the securities that the Company proposes to sell; , and (ii) second, the securities that any holder of registration rights issued prior to the Effective Date proposes to sell; third, the securities that any shareholder of Company held prior to the Effective Date proposes to sell; and fourth, the Warrant Shares Registrable Securities requested to be included in such registration and such other securities of the Company with the right to participate in such registration., pro rata among the

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 reasonably be sold in such offering, the Company shall use reasonable commercial efforts to will include in such registration first, the securities that the Company proposes to sell; second, the securities that any holder Optionee of registration rights issued prior to the Effective Date proposes to sell; and third, the securities that any shareholder of Company held prior to the Effective Date proposes to sell; and fourth, the Warrant Option Shares 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 Partnership, and the managing underwriters advise the Company Partnership in writing that in their opinion the number of securities requested to be included in such registration exceeds the number which can reasonably be sold in such offering, the Company shall use reasonable commercial efforts to Partnership will include in such registration (i) first, the securities that the Company Partnership proposes to sell; , (ii) second, Registrable Securities requested to be included in such registration, pro rata among the securities that any holder holders of registration rights issued prior to such Registrable Securities on the Effective Date proposes to sell; basis of the number of shares owned by each such holder, and (iii) third, the other securities that any shareholder of Company held prior to the Effective Date proposes to sell; and fourth, the Warrant Shares 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 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 reasonably be sold in such offeringoffering within a price range reasonably acceptable to the Company, the Company shall use reasonable commercial efforts to will include in such registration (i) first, the securities that the Company proposes to sell; sell and (ii) second, all other securities (including the securities that any holder of registration rights issued prior to the Effective Date proposes to sell; third, the securities that any shareholder of Company held prior to the Effective Date proposes to sell; and fourth, the Warrant Shares Registrable Securities) requested to be included in such registration, pro rata among the respective holders thereof on the basis of the number of securities owned by each such holder.

Priority on Primary Registrations. If a Piggyback Registration is an underwritten primary registration offering on behalf of the Company Acquiror, and the managing underwriters for the offering advise the Company Acquiror in writing that in their opinion the number of securities requested to be included in such registration exceeds would materially and adversely affect the number which can reasonably be sold in such success of the offering, the Company shall use reasonable commercial efforts to Acquiror will include in such registration (i) first, the securities that the Company Acquiror proposes to sell; sell and (ii) second, the securities that any holder of registration rights issued prior to the Effective Date proposes to sell; thirdon a pro rata basis, the securities that any shareholder of Company held prior to the Effective Date proposes to sell; Registrable Shares and fourth, the Warrant Shares requested to be included in such registrationall other securities.

Priority on Primary Registrations. If a Piggyback Registration is 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 reasonably be sold in such offering, at a price reasonable related to fair value, the Company shall use reasonable commercial efforts will allocate the securities to include in such registration be included as follows: first, the securities that the Company proposes to sellsell on its own behalf; and, second, the securities that any holder of registration rights issued prior to the Effective Date proposes to sell; third, the securities that any shareholder of Company held prior to the Effective Date proposes to sell; and fourth, the Warrant Shares Registrable Securities requested to be included in such registration, pro rata on the basis of the number of Registrable Securities owned, among the Selling Stockholders.

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 reasonably be sold in such offering, the Company shall use reasonable commercial efforts to will include in such registration (i) first, the securities that the Company proposes to sell; sell and (ii) second, the securities that any holder of registration rights issued prior to the Effective Date proposes to sell; third, the securities that any shareholder of Company held prior to the Effective Date proposes to sell; and fourth, the Warrant Shares requested to be included in such registrationregistration and other securities requested to be included in such registration pro rata among the holders of the Warrant Shares and the other securities on the basis of the number of securities so requested to be included therein.

Priority on Primary Registrations. If a Piggyback Registration is 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 reasonably be sold in such offering without adversely affecting the marketability of the offering, the Company shall use reasonable commercial efforts to will include in such registration (i) first, the Registrable Securities requested to be included in such registration, and (ii) second, the securities that the Company proposes to sell; second, the securities that any holder of registration rights issued prior to the Effective Date proposes to sell; and (iii) third, such other securities of the securities that any shareholder of Company held prior to the Effective Date proposes to sell; and fourth, the Warrant Shares requested to be included in such registrationpossessing registration rights.

Priority on Primary Registrations. If a Piggyback Registration is 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 reasonably be sold in such offering, at a price reasonably related to fair value, the Company shall use reasonable commercial efforts will allocate the securities to include in such registration be included as follows: first, the securities that the Company proposes to sell; sell on its own behalf, and second, the securities that any holder of registration rights issued prior to the Effective Date proposes to sell; third, the securities that any shareholder of Company held prior to the Effective Date proposes to sell; and fourth, the Warrant Shares Registrable Securities requested to be included in such registration, pro rata on the basis of the number of Registrable Securities owned among the Selling Stockholders.

Priority on Primary Registrations. If a Piggyback Registration is 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 reasonably be sold in such offering, at a price reasonably related to fair value, the Company shall use reasonable commercial efforts will allocate the securities to include in such registration be included as follows: first, the securities that the Company proposes to sellsell on its own behalf; and second, any securities (including Registrable Securities) requested to be included in such registration, pro rata on the basis of the number of securities that any holder of registration rights issued prior to the Effective Date proposes to sell; third, the securities that any shareholder of Company held prior to the Effective Date proposes to sell; and fourth, the Warrant Shares 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 that in their opinion the number of securities requested to be included in such the registration exceeds creates a substantial risk that the number which can reasonably price per share of Common Stock will be sold in such offeringreduced, the Company shall use reasonable commercial efforts to will include in such registration first, first the securities that the Company proposes to sell; second, second the securities that any holder of registration rights issued prior to the Effective Date proposes to sell; third, the securities that any shareholder of Company held prior to the Effective Date proposes to sell; and fourth, the Warrant Registrable Shares requested to be included in such registration, pro rata among the holders of such Registrable Shares on the basis of the number of shares which are owned by such holders, and 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 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 reasonably be sold in such offeringoffering at a price range which is acceptable to the Company, the Company shall use reasonable commercial efforts to will include in such registration (i) first, the securities that the Company proposes to sell; , (ii) second, the securities that any holder of Registrable Securities requested to be included in such registration rights issued prior to the Effective Date proposes to sell; and (iii) third, the other securities that any shareholder of Company held prior to the Effective Date proposes to sell; and fourth, the Warrant Shares 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 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 reasonably be sold in such offering without adversely affecting the marketability of the offering, the Company shall use reasonable commercial efforts to will include in such registration (i) first, the securities that the Company proposes to sell; , (ii) second, the securities that any holder of registration rights issued prior Registrable Securities which Transcend requests to the Effective Date proposes to sell; be included in such registration, and (iii) third, the other securities that any shareholder of Company held prior to the Effective Date proposes to sell; and fourth, the Warrant Shares 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 Company, and the managing underwriters advise the Company in writing that in their reasonable opinion the number of securities amount Restricted Stock requested to be included in such registration exceeds the number amount which can reasonably be sold in an orderly manner in such offeringoffering within a price range acceptable to the Company, the Company shall use reasonable commercial its best efforts to include in such registration (i) first, the securities that the Company proposes to sell; , and (ii) second, the securities that any holder of registration rights issued prior to the Effective Date proposes to sell; third, the securities that any shareholder of Company held prior to the Effective Date proposes to sell; and fourth, the Warrant Shares Restricted Stock requested to be included in such registrationregistration by the Members.

Priority on Primary Registrations. If a Piggyback Registration is 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 reasonably be sold in an orderly manner in such offeringoffering within a price range acceptable to the Company, the Company shall use reasonable commercial efforts to will include in such registration (i) first, the securities that the Company proposes to sell; sell and (ii) second, the securities that any holder of registration rights issued prior to the Effective Date proposes to sell; third, the securities that any shareholder of Company held prior to the Effective Date proposes to sell; and fourth, the Warrant Shares Common Stock requested to be included in such registrationregistration by the holders of any registration rights including holders of Registrable Securities, pro rata among such holders.

Priority on Primary Registrations. If a Piggyback Registration is 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 reasonably be sold in such offeringoffering within a price range reasonably acceptable to the Company, the Company shall use reasonable commercial efforts to will include in such registration (i) first, the securities that the Company proposes to sell; , (ii) second, the securities that any holder of Registrable Securities requested to be included in such registration rights issued prior to the Effective Date proposes to sell; by Investors, on a pro rata basis, and (iii) third, the other securities that any shareholder of Company held prior to the Effective Date proposes to sell; and fourth, the Warrant Shares 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 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 reasonably be sold in an orderly manner in such offeringoffering within a price range acceptable to the Company, the Company shall use reasonable commercial efforts to include in such registration (i) first, the securities that the Company proposes to sell; , (ii) second, the securities that any holder of Registrable Securities requested to be included in such registration rights issued prior to the Effective Date proposes to sell; by Atalaya Fund IV, and (iii) third, the other securities that any shareholder of Company held prior to the Effective Date proposes to sell; and fourth, the Warrant Shares 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 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 reasonably be sold in such offering, the Company shall use reasonable commercial efforts to will include in such registration (i) first, the securities that the Company proposes to sell; , and (ii) second, the securities that any holder such number of registration rights issued prior to the Effective Date proposes to sell; third, the securities that any shareholder of Company held prior to the Effective Date proposes to sell; and fourth, the Warrant Shares Registrable Securities requested to be included in therein, pro rata among the holders thereof on the basis of the number of shares owned by such registrationholders.

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 (the "Maximum Primary Number") which can reasonably be sold in such offeringoffering Without having a material adverse effect on the price of such securities, the Company shall use reasonable commercial efforts to will include in such registration registration, up to the Maximum Primary Number, (i) first, the securities that the Company proposes to sell; sell and (ii) second, the securities that any holder of registration rights issued prior to the Effective Date proposes to sell; third, the securities that any shareholder of Company held prior to the Effective Date proposes to sell; and fourth, the Warrant Registrable Shares requested to be included in such registrationregistration by Wrigley.

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 the registration exceeds creates a substantial risk that the number which can reasonably price per unit of Common Units in the offering will be sold in such offeringreduced, the Company shall use reasonable commercial efforts to will include in such registration first, the securities that the Company proposes to sell; , second, the securities that any holder of Registrable Securities requested to be included in such registration rights issued prior to the Effective Date proposes to sell; by TCW, and third, the pro rata among any other securities that any shareholder of Company held prior to the Effective Date proposes to sell; and fourth, the Warrant Shares 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 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 reasonably be sold in such offering without adversely affecting the marketability of the offering, the Company shall use reasonable commercial efforts to will include in such registration (i) first, the securities that the Company proposes to sell; , (ii) second, the securities that any holder of registration rights issued prior Registrable Securities which Transcend requests to the Effective Date proposes to sell; be included in such registration, and (iii) third, the other securities that any shareholder of Company held prior to the Effective Date proposes to sell; and fourth, the Warrant Shares requested to be included in such registration.

Priority on Primary Registrations. If a Piggyback Registration is an underwritten primary registration offering on behalf of the Company Acquiror, and the managing underwriters for the offering advise the Company Acquiror in writing that in their opinion the number of securities requested to be included in such registration exceeds the number which can reasonably be sold in such offering, the Company shall use reasonable commercial efforts to include in such registration first, the securities that the Company proposes to sell; second, the securities that any holder of registration rights issued prior to the Effective Date proposes to sell; third, the securities that any shareholder of Company held prior to the Effective Date proposes to sell; and fourth, the Warrant Shares requested to be included in such registration.in

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 shares requested to be included in such registration exceeds the maximum number which can reasonably be sold included in such offeringoffering without adversely affecting the marketability of the offering (the 11 "Maximum Number"), the Company shall use reasonable commercial efforts to include will limit the number of shares included in such registration to the Maximum Number, and the shares registered shall be selected in the following order of priority: (i) first, the securities that the Company proposes to sell; second, the sell and (ii) other securities that any holder of registration rights issued prior to the Effective Date proposes to sell; third, the securities that any shareholder of Company held prior to the Effective Date proposes to sell; and fourth, the Warrant Shares 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 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 reasonably be sold in such offering without adversely affecting the marketability of the offering, the Company shall use reasonable commercial efforts to include in such registration (i) first, the securities that the Company proposes to sell; , (ii) second, the securities that any holder of registration rights issued prior Registrable Securities requested to the Effective Date proposes to sell; be included in such registration, and (iii) third, the other securities that any shareholder of Company held prior to the Effective Date proposes to sell; and fourth, the Warrant Shares 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 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 reasonably be sold in such offering without adversely affecting the marketability of the offering, the Company shall use reasonable commercial efforts to will include in such registration (i) first, the securities that the Company proposes to sell; second, the securities that any holder of registration rights issued prior to the Effective Date proposes to sell; third, the securities that any shareholder of Company held prior to the Effective Date proposes to sell; and fourth, the Warrant Shares requested to be included in such registration.securities

Priority on Primary Registrations. If a Piggyback Registration is an underwritten primary registration offering on behalf of the Company Company, and the managing underwriters for the Offering advise the Company in writing that in their opinion the number of securities requested to be included in such registration exceeds would materially and adversely affect the number which can reasonably be sold in such success of the offering, the Company shall use reasonable commercial efforts to will include in such registration first(i) FIRST, the securities that the Company proposes to sell; second, and (ii) SECOND, Registrable Shares and other securities such that the securities that any holder included amount of registration rights issued prior each shall be in proportion to the Effective Date proposes to sell; third, the amount of Registrable Shares and other securities that any shareholder of Company held prior to the Effective Date proposes to sell; and fourth, the Warrant Shares 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 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 reasonably be sold in such offering, the Company shall use reasonable commercial efforts to Corporation will include in such registration first, the securities that the Company Corporation proposes to sell; , second, the securities that any holder of registration rights issued prior to the Effective Date proposes to sell; third, the securities that any shareholder of Company held prior to the Effective Date proposes to sell; and fourth, the Warrant Registrable Shares requested to be included in such registration, pro rata among the holders of such Registrable Shares on the basis of the number of shares which are owned by such holders, and 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 Company, and the managing underwriters advise the Company in writing that in their opinion the inclusion of the number of securities requested to be included by the Stockholder in such registration exceeds the number which can reasonably be sold in would have an adverse effect on such offering, the Company shall use reasonable commercial efforts will allocate the securities to include in such registration be included as follows: first, the securities that the Company proposes to sellsell on its own behalf; and second, the securities that any holder of registration rights issued prior to the Effective Date proposes to sell; third, the securities that any shareholder of Company held prior to the Effective Date proposes to sell; and fourth, the Warrant Shares requested to be included in such registration.registration by the Stockholder, and third, securities registered to be included in such registration by other stockholders of the Company. EXECUTION COPY

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 (the "Maximum Primary Number") which can reasonably be sold in such offeringoffering without having a material adverse effect on the price of such securities, the Company shall use reasonable commercial efforts to will include in such registration firstregistration, up to the Maximum Primary Number, (i) FIRST, the securities that the Company proposes to sell; second, and (ii) SECOND, the securities that any holder of registration rights issued prior to the Effective Date proposes to sell; third, the securities that any shareholder of Company held prior to the Effective Date proposes to sell; and fourth, the Warrant Registrable Shares requested to be included in such registrationregistration by Shareholder.

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 reasonably be sold in such offering, the Company shall use reasonable commercial efforts to will include in such registration (i) first, the securities that the Company proposes to sell; , (ii) second, the securities that any holder Registrable Securities requested to be included in such registration, pro rate among the respective holders thereof on the basis of registration rights issued prior to the Effective Date proposes to sell; number of Registrable Securities owned by such holders, and (iii) third, the other securities that any shareholder of Company held prior to the Effective Date proposes to sell; and fourth, the Warrant Shares 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 Company, and the managing underwriters advise the Company in writing that in their opinion the number which can be sold in such offering without 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 Registrable Securities requested to be included in such registration exceeds registration, pro rata among the holders of such Registrable Securities on the basis of the number which can reasonably be sold in of shares owed by each such offeringholder, the Company shall use reasonable commercial efforts to include in such registration first, the securities that the Company proposes to sell; second, the securities that any holder of registration rights issued prior to the Effective Date proposes to sell; and (iii) third, the other securities that any shareholder of Company held prior to the Effective Date proposes to sell; and fourth, the Warrant Shares 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 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 reasonably be sold in such offering without adversely affecting the marketability of the offering, the Company shall use reasonable commercial efforts to include in such registration (i) first, the securities that the Company proposes to sell; , (ii) second, the any other securities that any holder of registration rights issued prior to the Effective Date proposes to sell; third, the securities that any shareholder of Company held prior to the Effective Date proposes to sell; and fourth, the Warrant Shares requested to be included in such registration.