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 that can be sold in such offering 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 (such maximum number of securities or Registrable Shares, as applicable, the “Maximum Threshold”), the underwriting shall be allocated among the Company and all Holders as follows (A) first, the shares of Common Stock or other securities that the Company desires to sell that can be sold without exceeding the Maximum Threshold; (B) second, to the extent that the Maximum Threshold has not been reached under the foregoing clause (A), the shares of Common Stock or other securities, if any, comprised of Registrable Shares, as to which registration has been requested pursuant to the applicable written contractual piggy-back registration rights of such Holders, pro rata, among the Holders who have elected to participate in such offering that can be sold without exceeding the Maximum Threshold; (C) third, to the extent that the Maximum Threshold has not been reached under the foregoing clauses (A) and (B), the shares of Common Stock or other securities, if any, comprised of Manager Shares, as to which registration has been requested pursuant to the applicable written contractual piggy-back registration rights of the holders thereof, pro rata, among the holders of such Manager Shares who have elected to participate in such offering that can be sold without exceeding the Maximum Threshold; (D) fourth, to the extent that the Maximum Threshold has not been reached under the foregoing clauses (A), (B) and (C), the shares of Common Stock or other securities for the account of other Persons that the Company is obligated to register pursuant to written contractual piggy-back registration rights with such Persons and that can be sold without exceeding the Maximum Threshold.

Priority on Primary Registrations. If a Piggyback Registration is for an underwritten primary registration on behalf of offering by the Company, and the managing underwriters advise the Company in writing that in their opinion the number of securities requested to be included in such registration exceeds the number that can be sold in such offering and/or that without adversely affecting the marketability, proposed offering price, timing or method of distribution of the offering, then such offering will include only the number of Registrable Shares proposed to be included in any such registration would adversely affect securities that the price per share of the Company’s equity securities to underwriters advise can be sold in such offering (without any such maximum number adverse effect. The priority of securities or Registrable Shares, as applicable, that the “Maximum Threshold”), the underwriting Company shall include in such offering shall be allocated among the Company and all Holders as follows follows: (Ai) first, the shares of Common Stock or other securities that the Company desires proposes to sell that can be sold without exceeding the Maximum Threshold; sell; (Bii) second, the number of Parthenon Investor Registrable Securities and Xxxxx Investor Registrable Securities requested to be included in such offering, pro rata among the respective holders thereof based on the number of Registrable Securities owned by each such holder relative to the extent that the Maximum Threshold has not been reached under the foregoing clause (A), the shares of Common Stock or other securities, if any, comprised total number of Registrable Shares, as Securities owned by all such holders of Parthenon Investor Registrable Securities and Xxxxx Investor Registrable Securities requesting to which registration has been requested pursuant to the applicable written contractual piggy-back registration rights of such Holders, pro rata, among the Holders who have elected to participate include Registrable Securities in such offering that can as of the date the Company provided written notice of the Piggyback Registration to the holders of Registrable Securities (subject to each such holder of Parthenon Investor Registrable Securities and Xxxxx Investor Registrable Securities including in such offering no more than the number of Registrable Securities requested by such holder to be sold without exceeding the Maximum Threshold; included in such offering); (Ciii) third, the number of Other Investor Registrable Securities requested to be included in such offering, pro rata among the respective holders thereof based on the number of Other Investor Registrable Securities owned by each such holder relative to the extent that the Maximum Threshold has not been reached under the foregoing clauses (A) and (B), the shares total number of Common Stock or other securities, if any, comprised Other Investor Registrable Securities owned by all such holders of Manager Shares, Other Investor Registrable Securities requesting to include Other Investor Registrable Securities in such offering as to which registration has been requested pursuant to the applicable written contractual piggy-back registration rights of the holders thereof, pro rata, among date the Company provided written notice of the Piggyback Registration to the holders of Registrable Securities (subject to each such Manager Shares who have elected to participate holder of Other Investor Registrable Securities including in such offering that can no more than the number of Other Investor Registrable Securities requested by such holder to be sold without exceeding the Maximum Thresholdincluded in such offering); and (Div) fourth, to (if permitted by the extent that the Maximum Threshold has not been reached under the foregoing clauses (A), (BCompany) and (C), the shares of Common Stock or other securities for the account of other Persons that requested to be included in such offering, in such manner as the Company is obligated to register pursuant to written contractual piggy-back registration rights with such Persons and that can be sold without exceeding the Maximum Thresholdmay determine.

Priority on Primary Registrations. If a Piggyback Registration is an underwritten primary registration on behalf of the CompanyCorporation, and the managing underwriters advise the Company Corporation in writing that in their opinion the total number of securities requested to be included in such registration exceeds the number that of securities (the "Primary Limit") which can be sold in such offering and/or without materially and adversely affecting the offering or the offering price, the Corporation will include in such registration securities not in excess of the Primary Limit in the following order: (i) first, all securities the Corporation proposes to sell, (ii) second, up to the full number of Registrable Securities and Warrant Related Registrable Securities requested to be included in such registration by holders of Registrable Securities and the holders of Warrant Related Registrable Securities (if such number together with the securities included pursuant to clause (i) exceeds the Primary Limit, the securities to be registered shall be allocated among the holders of Registrable Securities and the holders of Warrant Related Registrable Securities requesting to be included in the registration pro rata among them on the basis of the total number of Registrable Securities and Warrant Related Registrable Registrable Securities requested to be included in such registration (provided that the number of Registrable Shares proposed Securities 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 (such maximum number of securities or Registrable Shares, as applicable, the “Maximum Threshold”), the underwriting registered shall be allocated among the Company holders of Registrable Securities requesting to be included in the registration pro rata on the basis of the total number of Registrable Securities held by their respective holders requesting inclusion in the registration)), (iii) third, up to the full number of securities requested to be included in such registration by other holders of securities entitled to include securities in such Piggyback Registration (if such number (together with the number of securities pursuant to clauses (i) and all Holders (ii)) exceeds the Primary Limit, the other securities to be registered shall be allocated pro rata among such holders on the basis of the number of securities requested to be included therein by each such holder), and (iv) fourth, such additional securities (which together with those securities included in (i), (ii) and (iii) do not exceed the Primary Limit) as follows may be agreed upon by the Corporation and any other securityholders; provided, however, that in connection with any such registration that occurs within 180 days of consummation of the IPO as among the holders of Registrable Securities the right to include such securities shall be allocated (A) first, to the holders of Family Holdings Registrable Securities up to a number of shares determined by dividing (x) the difference between $150 million and the amount of Common Stock or other securities that proceeds previously received by holders of Family Holdings Registrable Securities from registered sales by (y) the Company desires to sell that can be sold without exceeding Average Share Price on the Maximum Threshold; date of the notice from the Corporation provided for in Section 4(a), (B) second, to the extent that holders of MatlinPatterson Registrable Securities and CPF Registrable Securities (allocated among the Maximum Threshold has not been reached under holders of MatlinPatterson Registrable Securities and CPF Registrable Securities requesting to be included in the foregoing clause (A), registration pro rata on the shares basis of Common Stock or other securities, if any, comprised the total number of Registrable Shares, as Securities held by holders requesting inclusion in the registration) up to which registration has been requested pursuant to a number of shares determined by dividing (x) the applicable written contractual piggy-back registration rights difference between $400 million and the amount of such Holders, pro rata, among proceeds previously received by holders of MatlinPatterson Registrable Securities and CPF Registrable Securities from registered sales by (y) the Holders who have elected to participate Average Share Price on the date of the notice from the Corporation provided for in such offering that can be sold without exceeding the Maximum Threshold; Section 3(a) and (C) third, to pro rata among all holders of Registrable Securities requesting inclusion in such Piggyback Registration on the extent that the Maximum Threshold has not been reached under the foregoing clauses (A) and (B), the shares of Common Stock or other securities, if any, comprised of Manager Shares, as to which registration has been requested pursuant to the applicable written contractual piggy-back registration rights basis of the holders thereof, pro rata, among the holders total number of Registrable Securities requested to be included therein by each such Manager Shares who have elected to participate in such offering that can be sold without exceeding the Maximum Threshold; (D) fourth, to the extent that the Maximum Threshold has not been reached under the foregoing clauses (A), (B) and (C), the shares of Common Stock or other securities for the account of other Persons that the Company is obligated to register pursuant to written contractual piggy-back registration rights with such Persons and that can be sold without exceeding the Maximum Thresholdholder.

Priority on Primary Registrations. If a Piggyback Registration is for an underwritten primary registration on behalf of offering by the Company, and the managing underwriters advise the Company in writing that in their opinion the number of securities requested to be included in such registration exceeds the number that can be sold in such offering and/or that without adversely affecting the marketability, proposed offering price, timing or method of distribution of the offering, then such offering will include only the number of Registrable Shares proposed to be included in any such registration would adversely affect securities that the price per share of the Company’s equity securities to underwriters advise can be sold in such offering (without any such maximum number adverse effect. The priority of securities or Registrable Shares, as applicable, that the “Maximum Threshold”), the underwriting Company shall include in such offering shall be allocated among the Company and all Holders as follows follows: (Ai) first, the shares of Common Stock or other securities that the Company desires proposes to sell that can sell; (ii) second, (A) if such offering occurs prior to the Parthenon Non-Exclusive Date, the number of Parthenon Investor Registrable Securities, Xxxxx Investor Registrable Securities and Executive Registrable Securities requested to be sold without exceeding included in such offering, in such manner as in accordance with the Maximum Threshold; transfer restrictions set forth in the Stockholders Agreement, or (B) secondif such offering occurs on or after the Parthenon Non-Exclusive Date, the number of Parthenon Investor Registrable Securities, Xxxxx Investor Registrable Securities and Executive Registrable Securities requested to be included in such offering, pro rata among the respective holders thereof based on the amount of Registrable Securities owned by each such holder relative to the extent that the Maximum Threshold has not been reached under the foregoing clause (A), the shares of Common Stock or other securities, if any, comprised total number of Registrable SharesSecurities held by all such holders of Parthenon Investor Registrable Securities, as Xxxxx Investor Registrable Securities and Executive Registrable Securities requesting to which registration has been requested pursuant to the applicable written contractual piggy-back registration rights of such Holders, pro rata, among the Holders who have elected to participate include Registrable Securities in such offering that can as of the date the Company provided written notice of the Piggyback Registration to the holders of Registrable Securities (while subject to each such holder of Parthenon Investor Registrable Securities, Xxxxx Investor Registrable Securities or Executive Registrable Securities including in such offering no more than the number of Registrable Securities requested by such holder to be sold without exceeding the Maximum Threshold; included in such offering); (Ciii) third, the number of Other Investor Registrable Securities requested to be included in such offering, pro rata among the respective holders thereof based on the amount of Other Investor Registrable Securities owned by each such holder relative to the extent that the Maximum Threshold has not been reached under the foregoing clauses (A) and (B), the shares total number of Common Stock or other securities, if any, comprised Other Investor Registrable Securities held by all such holders of Manager Shares, Other Investor Registrable Securities requesting to include Other Investor Registrable Securities in such offering as to which registration has been requested pursuant to the applicable written contractual piggy-back registration rights of the holders thereof, pro rata, among date the Company provided written notice of the Piggyback Registration to the holders of Registrable Securities (while subject to each such Manager Shares who have elected to participate holder of Other Investor Registrable Securities including in such offering that can no more than the number of Other Investor Registrable Securities requested by such holder to be sold without exceeding the Maximum Thresholdincluded in such offering); and (Div) fourth, to (if permitted by the extent that the Maximum Threshold has not been reached under the foregoing clauses (A), (BCompany) and (C), the shares of Common Stock or other securities for the account of other Persons that requested to be included in such offering, in such manner as the Company is obligated to register pursuant to written contractual piggy-back registration rights with such Persons and that can be sold without exceeding the Maximum Thresholdmay determine.

Priority on Primary Registrations. If a Piggyback Registration is an underwritten primary registration on behalf of the Companyregistration, and the managing underwriters in good faith advise the Company in writing that in their opinion the number of securities requested to be included in such registration exceeds the number that which can be sold in an orderly manner in such offering and/or that within a price range acceptable to the Company, (the “Company Acceptable Price Range”), the Company shall include in such registration the maximum number of securities which in the opinion of such underwriters can be sold in an orderly manner within the Company Acceptable Price Range according to the following priority: (i) The Company may sell up to $50.0 million of securities before any holder of Registrable Securities may sell any Registrable Securities. (ii) If the Company takes less than its $50.0 million minimum allotment, the MCC Creditors may sell MCC Registrable Securities in an amount up to 40% of the shortfall, Taurus may sell Taurus Registrable Securities in an amount up to 40% of the shortfall, and the New Investors may sell New Investor Registrable Securities in an amount up to 20% of the shortfall. Any amounts not desired to be sold by any of the holders of Registrable Securities will be split by the holders of Registrable Securities desiring to sell additional Registrable Securities in proportion to these percentages. (iii) For any offering in excess of $50.0 million, the MCC Creditors may sell MCC Registrable Securities in an amount up to 40% of the excess, Taurus may sell Taurus Registrable Securities in an amount up to 40% of the excess, and the New Investors may sell New Investor Registrable Securities in an amount up to 20% of the excess. Any amounts not desired to be sold by any of the holders of Registrable Securities will be split by the holders of Registrable Securities desiring to sell additional Registrable Securities in proportion to these percentages. (iv) Such other securities as the Company may permit. With respect to clauses (ii) and (iii) of this Section 2(d), each MCC Creditor may sell a pro rata share of the MCC Creditors’ 40% allotment in proportion to such MCC Creditor’s ownership of MCC Registrable Securities at the time of such underwritten registration (after deducting from the MCC Registrable Securities the Shares, if any, held by any MCC Creditor not participating in such underwritten registration), and each New Investor may sell a pro rata share of the New Investors’ 20% allotment in proportion to the amount of Shares proposed held as a New Investor that are sought by each New Investor to be included in any such registration would adversely affect the price per share of offering. If the Company’s equity securities to be sold in such offering (such maximum number of securities or Registrable Shares, as applicableMCC Transaction is not consummated, the “Maximum Threshold”), percentages allocable to the underwriting Taurus Registrable Securities and the New Investor Registrable Securities shall be allocated among the Company 66.67% and all Holders as follows (A) first33.33%, the shares of Common Stock or other securities that the Company desires to sell that can be sold without exceeding the Maximum Threshold; (B) second, to the extent that the Maximum Threshold has not been reached under the foregoing clause (A), the shares of Common Stock or other securities, if any, comprised of Registrable Shares, as to which registration has been requested pursuant to the applicable written contractual piggy-back registration rights of such Holders, pro rata, among the Holders who have elected to participate in such offering that can be sold without exceeding the Maximum Threshold; (C) third, to the extent that the Maximum Threshold has not been reached under the foregoing clauses (A) and (B), the shares of Common Stock or other securities, if any, comprised of Manager Shares, as to which registration has been requested pursuant to the applicable written contractual piggy-back registration rights of the holders thereof, pro rata, among the holders of such Manager Shares who have elected to participate in such offering that can be sold without exceeding the Maximum Threshold; (D) fourth, to the extent that the Maximum Threshold has not been reached under the foregoing clauses (A), (B) and (C), the shares of Common Stock or other securities for the account of other Persons that the Company is obligated to register pursuant to written contractual piggy-back registration rights with such Persons and that can be sold without exceeding the Maximum Thresholdrespectively.

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 the registration exceeds the number that which can be sold in such offering and/or that without adversely affecting the marketability of such offering, then the managing underwriter may exclude securities (including Registrable Securities) from the registration and the underwriting, and the number of securities that may be included in such registration and underwriting shall include first, any securities that the Company proposes to sell, second, the Series B-C Preferred Stock Registrable Shares proposed Securities requested 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 (such maximum number of securities or Registrable Shares, as applicable, the “Maximum Threshold”), the underwriting shall be allocated among the Company and all Holders as follows (A) first, the shares of Common Stock or other securities that the Company desires to sell that can be sold without exceeding the Maximum Threshold; (B) second, to the extent that the Maximum Threshold has not been reached under the foregoing clause (A), the shares of Common Stock or other securities, if any, comprised of Registrable Shares, as to which registration has been requested pursuant to the applicable written contractual piggy-back registration rights of such Holdersregistration, pro rata, among the Holders who have elected to participate in such offering that can be sold without exceeding the Maximum Threshold; (C) third, to the extent that the Maximum Threshold has not been reached under the foregoing clauses (A) and (B), the shares of Common Stock or other securities, if any, comprised of Manager Shares, as to which registration has been requested pursuant to the applicable written contractual piggy-back registration rights of the holders thereof, pro rata, rata among the holders of such Manager Shares who have elected Series B-C Preferred Stock Registrable Securities on the basis of the total number of Series B-C Preferred Stock Registrable Securities owned by each such holder, third, the Preferred Stock Registrable Securities (other than the Series B-C Preferred Stock Registrable Securities) requested to participate be included in such offering that can be sold without exceeding registration, pro rata among the Maximum Threshold; holders of such Preferred Stock Registrable Securities (Dother than the Series B-C Preferred Stock Registrable Securities) on the basis of the total number of Preferred Stock Registrable Securities owned by each such holder, fourth, the Registrable Securities (other than the Preferred Stock Registrable Securities) requested to be included in such registration, pro rata among the extent that holders of such Registrable Securities on the Maximum Threshold has not been reached under basis of the foregoing clauses (A)total number of Registrable Securities owned by each such holder, (B) and (C)fifth, other equity securities requested to be included in such registration to be allocated pro rata among the shares holders thereof on the basis of Common Stock or other the number of such equity securities for the account of other Persons that the Company is obligated to register pursuant to written contractual piggy-back registration rights with owned by each such Persons and that can be sold without exceeding the Maximum Thresholdholder.

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 that which can be sold in an orderly manner in such offering and/or that within a price range acceptable to the number of Company, the Company shall include in such registration (i) first, the securities the Company proposes to sell; (ii) second, the Investor Registrable Shares proposed Securities requested to be included in such registration, pro rata among the holders of such Investor Registrable Securities on the basis of the number of shares owned by such holders; (iii) third, the Seller Registrable Securities requested to be included in such registration, pro rata among the holders of such Seller Registrable Securities on the basis of the number of shares owned by such holders; (iv) fourth, the Management Registrable Securities requested to be included in such registration, pro rata among the holders of such Management Registrable Securities on the basis of the number of shares owned by such holders; and (v) fifth, Other Registrable Securities requested to be included in such registration, pro rata among the holders thereof on the basis of the number of Other Registrable Securities requested to be included therein; provided, however 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 registration would adversely affect the price per share not less than 25% of the Company’s equity securities number of shares of Common Stock proposed to be sold in such offering (such maximum number of securities or Registrable Sharesoffering, as applicable, the “Maximum Threshold”), the underwriting shall be allocated among the Company and all Holders as follows (A) first, the shares of Common Stock or other securities that the Company desires to sell that can be sold without exceeding the Maximum Threshold; (B) second, to the extent that the Maximum Threshold has not been reached under the foregoing clause (A), the shares of Common Stock or other securities, if any, comprised of Registrable Shares, as to which registration has been requested pursuant to the applicable written contractual piggy-back registration rights of such Holders, pro rata, among the Holders who have elected to participate in such offering that can be sold without exceeding the Maximum Threshold; (C) third, to the extent that the Maximum Threshold has not been reached under the foregoing clauses (A) and (B), the shares of Common Stock or other securities, if any, comprised of Manager Shares, as to which registration has been requested pursuant to the applicable written contractual piggy-back registration rights of the holders thereof, pro rata, among unless the holders of a majority of the Registrable Securities requesting such Manager Shares who have elected Piggyback Registration agree in writing to participate in reduce such offering that can be sold without exceeding the Maximum Threshold; (D) fourth, position or to the extent that the Maximum Threshold has not been reached waive their rights under the foregoing clauses (A), (B) and (C), the shares of Common Stock or other securities for the account of other Persons that the Company is obligated to register pursuant to written contractual piggy-back registration rights with such Persons and that can be sold without exceeding the Maximum Thresholdthis proviso.

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, subscription 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 that can be sold in such offering and/or that 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 Shares proposed Securities requested to be included therein by the Holders and (iii) third, among other securities requested to be included in any such registration would adversely affect the price per share by other security holders of the Company on such basis as such holders may agree among themselves and the Company’s equity securities ; provided, however, if such underwriter determines that the Registrable Securities requested by the Holders to be included in such registration pursuant to Section 4(b)(ii) above exceeds the number 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 Registrable Securities that are included in such offering shall be (such maximum x) if the Piggyback Registration Notice is delivered prior to the Lock-up Expiration, apportioned 74.25% to the Onex Holders and 25.75% to the Greystone Holders (but not in excess of the number of securities or Registrable SharesSecurities that the Onex Holders and Greystone Holders, respectively, have requested to be included in such Piggyback registration), and further apportioned among the Onex Holders, on the one hand, and the Greystone Holders, on the other hand, on a pro rata basis in accordance with the number of Registrable Securities held by each such Onex Holder and Greystone Holder, as applicable, and (y) if the “Maximum Threshold”)Piggyback Registration Notice is delivered after the Lock-up Expiration, apportioned to such Holders on a pro rata basis in accordance with the number of Registrable Securities held by each such Holder, or in each case in such other proportions as shall mutually be agreed to by all such selling Holders. To facilitate the allocation of shares in accordance with the above provisions, the underwriting shall be Company or the underwriters may round the number of shares allocated among the Company and all Holders as follows (A) first, the shares of Common Stock or other securities that the Company desires to sell that can be sold without exceeding the Maximum Threshold; (B) second, any Holder to the extent that the Maximum Threshold has not been reached under the foregoing clause (A), the shares of Common Stock or other securities, if any, comprised of Registrable Shares, as to which registration has been requested pursuant to the applicable written contractual piggy-back registration rights of such Holders, pro rata, among the Holders who have elected to participate in such offering that can be sold without exceeding the Maximum Threshold; (C) third, to the extent that the Maximum Threshold has not been reached under the foregoing clauses (A) and (B), the shares of Common Stock or other securities, if any, comprised of Manager Shares, as to which registration has been requested pursuant to the applicable written contractual piggy-back registration rights of the holders thereof, pro rata, among the holders of such Manager Shares who have elected to participate in such offering that can be sold without exceeding the Maximum Threshold; (D) fourth, to the extent that the Maximum Threshold has not been reached under the foregoing clauses (A), (B) and (C), the shares of Common Stock or other securities for the account of other Persons that the Company is obligated to register pursuant to written contractual piggy-back registration rights with such Persons and that can be sold without exceeding the Maximum Thresholdnearest 100 shares.

Priority on Primary Registrations. If a Piggyback Registration is an underwritten primary registration on behalf of the Company, Company by or through one or more underwriters and the managing underwriters thereof advise the Company in writing that in their opinion good faith judgment the number of securities requested to be included in such registration exceeds the number that which can be sold in such offering and/or that without materially and adversely affecting the number marketability of the offering, then the Company will include in the Registration Statement relating to such registration (i) FIRST, the securities the Company proposes to sell, (ii) SECOND, the Registrable Shares proposed Securities requested to be included in any such registration would adversely affect by the price per share of the Company’s equity securities Purchasers and Equity Securities (other than Registrable Securities) requested to be sold included in such offering (registration by holders of Equity Securities on the date hereof with registration rights, reduced, if necessary, on a PRO RATA basis, based on the ratio which the amount of such maximum number of securities or Registrable Shares, as applicable, the “Maximum Threshold”), the underwriting shall Equity Securities requested to be allocated among the Company and all Holders as follows (A) first, the shares of Common Stock included in such registration by each Purchaser or other securities that securityholder bears to the Company desires total amount of Equity Securities requested to sell that can be sold without exceeding included in such registration by all such securityholders, and (iii) THIRD, all other Equity Securities requested by other Persons to be included in such registration provided that, if such registration contemplates an "over-allotment option" on the Maximum Threshold; (B) secondpart of underwriters, to the extent that such over-allotment option is exercised and the Maximum Threshold has not been reached under Purchasers were excluded from registering any of the foregoing clause Registrable Securities they requested be included in such registration (A), the shares of Common Stock or other securities, if any, comprised of Registrable Shares, as to which registration has been requested "EXCLUDED REGISTRABLE SECURITIES") pursuant to the applicable written contractual piggypriority provisions of Section 15.2(b) or 15.2(c), then the over-back allotment option shall be fulfilled through the registration rights and sale of such Holdersthe Excluded Registrable Securities, pro rata, among the Holders who have elected to participate in such offering that can be sold without exceeding the Maximum Threshold; (C) third, subject to the extent that the Maximum Threshold has not been reached under the foregoing clauses (Apriority provisions of Section 15.2(b)(ii) and (B), the shares of Common Stock or other securities, if any, comprised of Manager Shares, as to which registration has been requested pursuant to the applicable written contractual piggy-back registration rights of the holders thereof, pro rata, among the holders of such Manager Shares who have elected to participate in such offering that can be sold without exceeding the Maximum Threshold; (D) fourth, to the extent that the Maximum Threshold has not been reached under the foregoing clauses (A), (B) and (C), the shares of Common Stock or other securities for the account of other Persons that the Company is obligated to register pursuant to written contractual piggy-back registration rights with such Persons and that can be sold without exceeding the Maximum Thresholdabove.

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 holder of Registrable Securities requesting registration of Registrable Securities) that in their opinion the number of securities requested to be included in such registration exceeds the number that which can be sold in such offering and/or that without adversely affecting such offering, the number of Company will include in such registration (i) first, the securities the Company proposes to sell, (ii) second, the Registrable Shares proposed Securities requested to be included in such registration pursuant to the Piggyback Registration rights granted herein, pro rata among the holders of such Registrable Securities on the basis of the number of shares that each holder has requested to be included in such registration, and (iii) third, other securities requested to be included in such registration; provided that, in case such managing underwriters deliver their written opinion to the Company that the participation of any officer or employee of the Company or of any of its Subsidiaries (or any of such Person's Affiliates), as such, materially and adversely affects the ability of the Company to effect such offering or the pricing or amount of the securities included therein, such officer or employee (and his Affiliates) shall only include such number of Registrable Securities as, in the opinion of such managing underwriters, does not cause such effect by virtue of such officer's or employee's status as an officer or employee of the Company or of any of its Subsidiaries, and such amount of securities, the inclusion of which does not, in the opinion of such managing underwriters result in such effect, shall nevertheless be subject to the provisions of the immediately preceding clause (ii) (provided that any such registration would adversely affect the price per share of the Company’s equity securities shares excluded pursuant to this proviso shall have priority to be sold included in the underwriters' over-allotment option in such offering (such maximum number of securities or Registrable Sharesregistration, as applicable, the “Maximum Threshold”), the underwriting shall be allocated among the Company and all Holders as follows (A) first, the shares of Common Stock or other securities that the Company desires to sell that can be sold without exceeding the Maximum Threshold; (B) second, except to the extent that the Maximum Threshold has not been reached under the foregoing clause (A), the shares of Common Stock or other securities, if any, comprised of Registrable Shares, as to which registration has been requested pursuant managing underwriters deliver to the applicable Company their written contractual piggyopinion that the inclusion of any such officer's or employee's shares in the over-back registration rights allotment option would materially and adversely affect the ability of the Company to effect such Holders, pro rata, among offering or the Holders who have elected to participate pricing or amount of the securities included in such offering that can offering, and any remaining shares included in the over-allotment option shall be sold without exceeding the Maximum Threshold; (C) third, to the extent that the Maximum Threshold has not been reached under the foregoing clauses (A) and (B), the shares of Common Stock or other securities, if any, comprised of Manager Shares, as to which registration has been requested pursuant to the applicable written contractual piggy-back registration rights of the holders thereof, allocated on a pro rata, rata basis among the holders of such Manager Shares who have elected to participate Registrable Securities included in such the offering that can be sold without exceeding the Maximum Threshold; (D) fourth, before giving effect to the extent that the Maximum Threshold has not been reached under the foregoing clauses (Aover-allotment option), (B) and (C), the shares of Common Stock or other securities for the account of other Persons that the Company is obligated to register pursuant to written contractual piggy-back registration rights with such Persons and that can be sold without exceeding the Maximum Threshold.

Priority on Primary Registrations. If a Piggyback Registration is an underwritten primary registration on behalf of initiated by the Company, Company and if the managing underwriters advise underwriter gives the Company in writing its 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 or dollar amount of securities that can be sold sold, the Company will include the securities in such offering and/or that the registration in the following order of priority: first, all securities the Company proposes to sell; second, up to the full number or dollar amount of Registrable Shares proposed Securities and other securities requested to be included in any such the registration would adversely affect by the price per share holders of Registrable Securities and by the holders of the Company’s equity 's securities to be sold in such offering (such maximum number of securities or Registrable Shares, as applicable, the “Maximum Threshold”), the underwriting shall be allocated among who hereafter obtain registration rights from the Company and all Holders as follows (A) first, in connection with the shares issuance of Common Stock or other such securities that by the Company desires to sell that can be sold without exceeding the Maximum Threshold; (B) second, to the extent that the Maximum Threshold has not been reached under the foregoing clause (A), the shares of Common Stock or other securities, if any, comprised of Registrable Shares, as to which registration has been requested pursuant to the applicable written contractual piggy-back registration rights of such Holders, allocated pro rata, among the Holders who have elected to participate in such offering that can be sold without exceeding the Maximum Threshold; (C) third, to the extent that the Maximum Threshold has not been reached under the foregoing clauses (A) and (B), the shares of Common Stock or other securities, if any, comprised of Manager Shares, as to which registration has been requested pursuant to the applicable written contractual piggy-back registration rights of the holders thereof, pro rata, rata among the holders of all such Manager Shares who have elected securities on the basis of the dollar amount or number of such securities owned by such holders, with the understanding that in the case of Registrable Securities owned by Carol's Family or Fran's Family the ownership of the entire Family shall be considered in determining the pro rata amount and each member of either such Family selling securities shall be entitled to participate a pro rata share of the amount allocated to the Family based upon the actual amount owned by the Family member); and third, any other securities (provided they are of the same class as the securities sold by the Company) requested to be included, allocated among the holders of the securities in such offering proportions as the Company and those holders may agree. In the event that can be sold without exceeding the Maximum Threshold; (D) fourthmanaging underwriter advises the Company that an underwriters' over-allotment option is necessary or advisable, the preceding priority shall apply to the extent that determination of which securities are to be included in the Maximum Threshold has not been reached under the foregoing clauses (A)primary portion of such registration and, (B) and (C)if necessary, the shares overallotment portion of Common Stock or other securities for the account of other Persons that the Company is obligated to register pursuant to written contractual piggy-back registration rights with such Persons and that can be sold without exceeding the Maximum Thresholdregistration.

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 that which can be sold in such offering and/or that without adversely affecting the marketability, proposed offering price, timing or method of distribution of the offering, the Company shall include in such registration (i) first, the securities the Company proposes to sell, (ii) second, the number of Sponsor Registrable Shares proposed Securities and Executive Registrable Securities requested to be included which, in the opinion of such underwriters, can be sold, without any such adverse effect, pro rata among the respective holders thereof on the basis of the amount of Registrable Securities owned by each such holder relative to the total number of Registrable Securities held by all such holders of Sponsor Registrable Securities and Executive Registrable Securities requesting to include Registrable Securities in such registration as of the date the Company provided written notice of the Piggyback Registration to the holders of Registrable Securities, (iii) third, the number of Other Investor Registrable Securities requested to be included which, in the opinion of such underwriters, can be sold, without any such adverse effect, pro rata among the respective holders thereof on the basis of the amount of Registrable Securities owned by each such holder relative to the total number of Registrable Securities held by all such holders of Other Investor Registrable Securities requesting to include Registrable Securities in such registration as of the date the Company provided written notice of the Piggyback Registration to the holders of Registrable Securities, and (iv) fourth, other securities requested to be included in any such registration would adversely affect which, in the price per share opinion of the Company’s equity securities to be sold in such offering (such maximum number of securities or Registrable Sharesunderwriters, as applicable, the “Maximum Threshold”), the underwriting shall be allocated among the Company and all Holders as follows (A) first, the shares of Common Stock or other securities that the Company desires to sell that can be sold without exceeding the Maximum Threshold; (B) second, to the extent that the Maximum Threshold has not been reached under the foregoing clause (A), the shares of Common Stock or other securities, if any, comprised of Registrable Shares, as to which registration has been requested pursuant to the applicable written contractual piggy-back registration rights of any such Holders, pro rata, among the Holders who have elected to participate in such offering that can be sold without exceeding the Maximum Threshold; (C) third, to the extent that the Maximum Threshold has not been reached under the foregoing clauses (A) and (B), the shares of Common Stock or other securities, if any, comprised of Manager Shares, as to which registration has been requested pursuant to the applicable written contractual piggy-back registration rights of the holders thereof, pro rata, among the holders of such Manager Shares who have elected to participate in such offering that can be sold without exceeding the Maximum Threshold; (D) fourth, to the extent that the Maximum Threshold has not been reached under the foregoing clauses (A), (B) and (C), the shares of Common Stock or other securities for the account of other Persons that the Company is obligated to register pursuant to written contractual piggy-back registration rights with such Persons and that can be sold without exceeding the Maximum Thresholdadverse effect.

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 that which can be sold in such offering and/or that in an orderly manner within a price range acceptable to the number of Company (the "Primary ------- Optimal Number"), the Company will include in such registration, if any, (i) -------------- first, the securities the Company proposes to sell on its own behalf up to the Primary Optimal Number, (ii) second, if all securities the Company proposes to sell on its own behalf are included in such registration, the Registrable Shares proposed Securities requested 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 (such maximum number of securities or Registrable Shares, as applicable, the “Maximum Threshold”), the underwriting shall be allocated among the Company and all Holders as follows (A) first, the shares of Common Stock or other securities that the Company desires to sell that can be sold without exceeding the Maximum Threshold; (B) second, to the extent that the Maximum Threshold has not been reached under the foregoing clause (A), the shares of Common Stock or other securities, if any, comprised of Registrable Shares, as to which registration has been requested pursuant to the applicable written contractual piggy-back registration rights of such Holdersregistration, pro rata, among the Holders who have elected to participate in such offering that can be sold without exceeding the Maximum Threshold; (C) third, to the extent that the Maximum Threshold has not been reached under the foregoing clauses (A) and (B), the shares of Common Stock or other securities, if any, comprised of Manager Shares, as to which registration has been requested pursuant to the applicable written contractual piggy-back registration rights of the holders thereof, pro rata, rata among the holders of such Manager Shares who have elected Registrable Securities on the basis of the number of shares owned by each such holder, up to participate an aggregate number of such Registrable Securities that, when combined with the securities being sold by the Company on its own behalf in such offering that can registration, causes the total number of securities (including all Registrable Securities) included in such registration to be sold without exceeding the Maximum Threshold; (D) fourth, less than or equal to the extent that the Maximum Threshold has not been reached under the foregoing clauses (A)Primary Optimal Number, (B) and (C)iii) third, if all Registrable Securities requested to be included in such registration by the shares of Common Stock or holders thereof have been so included, such other securities for requested to be included in such registration, if permitted hereunder, up to a number of such securities that, when combined with the account of other Persons that securities being sold by the Company is obligated on its own behalf and the Registrable Securities included in such registration, causes the total number of securities (including all securities being sold by the Company on its own behalf and all Registrable Securities) included in such registration to register pursuant be equal to written contractual piggy-back registration rights with such Persons and that can be sold without exceeding the Maximum ThresholdPrimary Optimal Number.

Priority on Primary Registrations. If a Piggyback Registration is an underwritten primary registration on behalf of the CompanyPartnership, and the managing underwriters advise underwriter(s) advises the Company Partnership in writing that in their its opinion the number of securities requested to be included in such registration exceeds the number of securities which can be sold in an orderly manner in such offering within a price range acceptable to the Board, the Partnership, after including all of the primary securities the Partnership desires to include, shall include securities in such registration in the following order of priority: (i) first, the securities the Partnership proposes to sell which in the opinion of such underwriters can be sold in an orderly manner within the price range of such offering, (ii) second, the number of Investor Registrable Securities requested to be included which in the opinion of such underwriters can be sold in an orderly manner within the price range of such offering, pro rata among the respective holders thereof on the basis of the number of Investor Registrable Securities owned by each such holder; (iii) third, Individual Partner Registrable Securities and other securities with respect to which the Partnership has granted registration rights in accordance with Section 1(g) hereof requested to be included in such registration, pro rata among the respective holders thereof on the basis of the amount of such securities owned by each such holder; provided, that the Individual Partner Registrable Securities to be included pursuant to this clause (iii) shall not be entitled to participate in any such registration to the extent that the managing underwriter(s) shall determine in good faith, that the participation of the Individual Partners would materially and adversely affect the marketability or offering price of the securities being sold in such registration, it being understood that the Partnership shall include in such registration that number of shares of Individual Partner Registrable Securities covered in this clause (ii) which can be sold in such offering and/or that without materially and adversely affecting the number of Registrable Shares proposed to be included in any such registration would adversely affect the marketability or offering price per share of the Company’s equity other securities to be sold in such offering registration; and (such maximum iv) fourth, if and only if all of the Registrable Securities referred to in clauses (i),(ii) and (iii) have been included, the number of any other securities or Registrable Shares(excluding, as applicablefor the avoidance of doubt, any primary securities to be registered to the “Maximum Threshold”Partnership) eligible for inclusion that, in the opinion of the managing underwriter(s), the underwriting shall be allocated among the Company and all Holders as follows (A) first, the shares of Common Stock or other securities that the Company desires to sell that can be sold without exceeding the Maximum Threshold; (B) second, to the extent that the Maximum Threshold has not been reached under the foregoing clause (A), the shares of Common Stock or other securities, if any, comprised of Registrable Shares, as to which registration has been requested pursuant to the applicable written contractual piggy-back registration rights of having such Holders, pro rata, among the Holders who have elected to participate adverse effect in such offering that can be sold without exceeding the Maximum Threshold; (C) third, to the extent that the Maximum Threshold has not been reached under the foregoing clauses (A) and (B), the shares of Common Stock registration or other securities, if any, comprised of Manager Shares, as to which registration has been requested pursuant to the applicable written contractual piggy-back registration rights of the holders thereof, pro rata, among the holders of such Manager Shares who have elected to participate in such offering that can be sold without exceeding the Maximum Threshold; (D) fourth, to the extent that the Maximum Threshold has not been reached under the foregoing clauses (A), (B) and (C), the shares of Common Stock or other securities for the account of other Persons that the Company is obligated to register pursuant to written contractual piggy-back registration rights with such Persons and that can be sold without exceeding the Maximum Thresholdoffering.

Priority on Primary Registrations. (i) If a Piggyback Registration is an underwritten primary registration 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 that which can be sold in such offering 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 an orderly manner in such offering within a price range acceptable to the Company, subject to clauses (such maximum number of securities or Registrable Shares, as applicableii) and (iii) below, the “Maximum Threshold”), the underwriting Company shall be allocated among the Company and all Holders as follows include in such registration (A) first, the shares of Common Stock or other securities that the Company desires proposes to sell that can be sold without exceeding the Maximum Threshold; sell, (B) second, the Registrable Securities requested to be included in such registration, pro rata among the extent that the Maximum Threshold has not been reached under the foregoing clause (A), the shares of Common Stock or other securities, if any, comprised of Registrable Shares, as to which registration has been requested pursuant to the applicable written contractual piggy-back registration rights holders of such HoldersRegistrable Securities on the basis of the number of shares owned by each such holder, pro rata, among the Holders who have elected to participate in such offering that can be sold without exceeding the Maximum Threshold; and (C) third, other securities requested to be included in such registration. (ii) Notwithstanding Section 2(c)(i), if in connection with a Primary Registration which is the initial public offering of the Company's equity securities registered under the Securities Act (the "IPO") the managing underwriters of the IPO 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 6 be sold in an orderly manner in such offering within a price range acceptable to the extent that Company, the Maximum Threshold has not been reached under the foregoing clauses Company shall include in such registration (A) first, the securities the Company proposes to sell and such number of Registrable Securities requested to be included in such registration which are held by the S&N Holders, up to that number of Registrable Securities which results in gross proceeds payable to the S&N Holders of $25,000,000, (B)) second, the shares of Common Stock or Registrable Securities (other securities, if any, comprised of Manager Shares, as than the Registrable Securities held by the S&N Holders) requested to which registration has been requested pursuant to the applicable written contractual piggy-back registration rights of the holders thereofbe included in such registration, pro rata, rata among the holders of such Manager Shares who have elected Registrable Securities on the basis of the number of shares owned by each such holder, and (C) third, other securities requested to participate be included in such offering registration; provided, however, that can in the event that the managing underwriters of the IPO reduce the total number of shares to be included by the Company and the S&N Holders in the registration and, as a result of such reduction the number of shares to be included by the S&N Holders is less than the maximum number of Registrable Securities permitted by clause (A) above, then (x) the number of shares to be sold without exceeding in the Maximum Threshold; IPO by the Company and by the S&N Holders will be reduced proportionately (Dbased upon the original amount proposed to be sold by the Company and the S&N Holders) fourthand (y) no Registrable Securities (other than Registrable Securities held by the S&N Holders) or other securities shall be included in the IPO. (iii) Notwithstanding Section 2(c)(i), if (A) there occurs an S&N Demand Registration pursuant to Section 1(a)(ii) which resulted in gross proceeds payable to the extent that S&N Holders of less than $30,000,000 (the Maximum Threshold has not been reached under the foregoing clauses (A"S&N Demand Priority Amount"), or (B) there occurs a Primary Registration which is the Company's IPO, as contemplated by Section 2(c)(ii) above, which results in gross proceeds payable to the S&N Holders of less than $25,000,000 (the "S&N IPO Priority Amount"), then the Company shall include in subsequent Piggyback Registrations which are Primary Registrations (1) first, the securities the Company proposes to sell, and such number of Registrable Securities requested to be included in such registration by the S&N Holders, up to that number of Registrable Securities which results in gross proceeds payable to the S&N Holders, when added to the aggregate gross proceeds previously paid to the S&N Holders under the S&N Demand Registration, any Primary Registration and all other Piggyback Registrations, equal to (I) the S&N Demand Priority Amount, if the event described in clause (A) above has occurred, or (II) the S&N IPO Priority Amount, if the event described in clause (B) above has occurred, (2) second, the Registrable Securities requested to be included in such registration, pro rata among the holders of such Registrable Securities on the basis of the number of shares owned by each such holder and (C)3) third, the shares of Common Stock or other securities for the account of other Persons that the Company is obligated requested to register pursuant to written contractual piggy-back registration rights with be included in such Persons and that can be sold without exceeding the Maximum Thresholdregistration.

Priority on Primary Registrations. If a Piggyback Registration is an underwritten primary public offering (other than a secondary registration on behalf of securities held solely by stockholders of the CompanyCorporation, as to which Section 3.3 shall apply) and the managing underwriters advise the Company Corporation in writing that in their opinion the number of securities requested to be included in the registration creates a substantial risk of adversely affecting the marketability of the offering, the Corporation will include in such registration exceeds such number of securities that in the number that written opinion of such underwriters can be sold without creating such a risk in the following order of priority: first, the securities that the Corporation proposes to sell, if any, second, (i) the securities requested to be included therein by the holders initiating such registration, if any, (ii) the Registrable Shares requested to be included in such offering and/or that registration, and (iii) the Previously Designated Registrable Shares requested to be included in such registration, pro rata among the holders of such securities on the basis of the number of shares of such securities being so requested for inclusion in such registration which are owned by such holders (and pro rata among the respective holders of Registrable Shares on the basis of the number of Registrable Shares proposed owned by such holders, with further successive pro rata allocations among the holders of Registrable Shares if any such holder of Registrable Shares has requested the registration of less than all such Registrable Shares such holder is entitled to register), and third, other securities requested to be included in any such registration would adversely affect registration; provided that, notwithstanding the price per share priority allocations set forth in this Section 3.2, the amount of Registrable Shares included in a registered offering shall not be reduced below twenty-five percent (25%) of the Companytotal amount of securities included in such offering, unless (i) such offering is the initial public offering of the Corporation’s equity securities, in which case all Registrable Shares may be excluded if the underwriters make the determination described above and no other stockholder’s securities are included, or (ii) the inclusion of Previously Designated Registrable Shares in the offering as provided for in this Section 3.2 causes the amount of Registrable Shares included in a registered offering to be sold reduced below twenty-five percent (25%) of the total amount of securities included in such offering (such maximum number of securities or Registrable Shares, as applicable, the “Maximum Threshold”), the underwriting shall be allocated among the Company and all Holders as follows (A) first, the shares of Common Stock or other securities that the Company desires to sell that can be sold without exceeding the Maximum Threshold; (B) second, to the extent that the Maximum Threshold has not been reached under the foregoing clause (A), the shares of Common Stock or other securities, if any, comprised of Registrable Shares, as to which registration has been requested pursuant to the applicable written contractual piggy-back registration rights of such Holders, pro rata, among the Holders who have elected to participate in such offering that can be sold without exceeding the Maximum Threshold; (C) third, to the extent that the Maximum Threshold has not been reached under the foregoing clauses (A) and (B), the shares of Common Stock or other securities, if any, comprised of Manager Shares, as to which registration has been requested pursuant to the applicable written contractual piggy-back registration rights of the holders thereof, pro rata, among the holders of such Manager Shares who have elected to participate in such offering that can be sold without exceeding the Maximum Threshold; (D) fourth, to the extent that the Maximum Threshold has not been reached under the foregoing clauses (A), (B) and (C), the shares of Common Stock or other securities for the account of other Persons that the Company is obligated to register pursuant to written contractual piggy-back registration rights with such Persons and that can be sold without exceeding the Maximum Thresholdoffering.

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 that of securities which can be sold in such offering and/or that without 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 Securities requested to be included in such registration pro rata among the holders of such Registrable Securities on the basis of the number of Registrable Shares proposed Securities owned by each such holder immediately prior to such registration, provided that, notwithstanding the foregoing, until the Recapture Date the number of Registrable Securities 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 accordance with this clause (such maximum number of securities or Registrable Shares, as applicable, the “Maximum Threshold”), the underwriting ii) shall be allocated among the Company holders of the Investor Registrable Securities and all Holders as follows (A) first, the shares holders of Common Stock or other securities the Other Registrable Securities so that the Company desires holders of Investor Registrable Securities shall be entitled to sell that can be sold without exceeding the Maximum Threshold; (B) second, to the extent that the Maximum Threshold has not been reached under the foregoing clause (A), the shares of Common Stock or other securities, if any, comprised of Registrable Shares, as to which registration has been requested pursuant to the applicable written contractual piggy-back registration rights of such Holders, pro rata, among the Holders who have elected to participate include in such offering that can be sold without exceeding the Maximum Threshold; (C) third, to the extent that the Maximum Threshold has not been reached under the foregoing clauses (A) and (B), the shares of Common Stock or other securities, if any, comprised of Manager Shares, as to which registration has been requested pursuant to the applicable written contractual piggy-back registration rights 61.75% of the holders thereof, aggregate Registrable Securities to be included in such registration (allocated pro rata, rata among the holders of such Manager Shares who have elected Investor Registrable Securities on the basis of the number of Investor Registrable Securities owned by each such holder immediately prior to participate in such offering that can be sold without exceeding the Maximum Threshold; (D) fourth, to the extent that the Maximum Threshold has not been reached under the foregoing clauses (A), (B) and (Cregistration), the shares holders of Common Stock or other securities for M&C Registrable Securities shall be entitled to include in such registration 33.25% of the account aggregate Registrable Securities to be included in such registration (allocated pro rata among the holders of other Persons that such M&C Registrable Securities on the Company is obligated basis of the number of M&C Registrable Securities owned by each such holder immediately prior to register pursuant such registration), and the holders of BofA Registrable Securities shall be entitled to written contractual piggy-back include in such registration rights with 5% of the aggregate Registrable Securities to be included in such Persons and that can be sold without exceeding registration (allocated pro rata among the Maximum Thresholdholders of such BofA Registrable Securities on the basis of the number of BofA Registrable Securities owned by each such holder immediately prior to 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 that which can be sold in an orderly manner in such offering and/or that within a price range acceptable to the Company, the Company shall include in such registration: (i) if such Piggyback Registration is the Company’s initial public offering or if the Piggyback Notice with respect to such Piggyback Registration is delivered within 365 days following the Company’s initial public offering, then (w) first, the number of securities which the Company proposes to sell, (x) second, the number of Series B Registrable Securities, (y) third, the number of other Registrable Securities and (z) fourth, the number of other securities with respect to which the Company has granted registration rights in accordance with Section 1(g), in each case, as requested to be included which in the opinion of such underwriters can be sold in an orderly manner within the price range of such offering, pro rata among the respective holders thereof on the basis of the number of Series B Registrable Securities, other Registrable Securities or other securities, as applicable, owned by each such holder; and (ii) if the Piggyback Notice with respect to such Piggyback Registration is delivered more than 365 days following the Company’s initial public offering, then (x) first, the number of securities which the Company proposes to sell, (y) second, the number of Registrable Shares proposed Securities, and (z) third, the number of other securities with respect to which the Company has granted registration rights in accordance with Section 1(g), in each case, as requested to be included which in any the opinion of such registration would adversely affect the price per share of the Company’s equity securities to underwriters can be sold in an orderly manner within the price range of such offering (such maximum offering, pro rata among the respective holders thereof on the basis of the number of securities Registrable Securities or Registrable Sharesother securities, as applicable, the “Maximum Threshold”), the underwriting shall be allocated among the Company and all Holders as follows (A) first, the shares of Common Stock or other securities that the Company desires to sell that can be sold without exceeding the Maximum Threshold; (B) second, to the extent that the Maximum Threshold has not been reached under the foregoing clause (A), the shares of Common Stock or other securities, if any, comprised of Registrable Shares, as to which registration has been requested pursuant to the applicable written contractual piggy-back registration rights of owned by each such Holders, pro rata, among the Holders who have elected to participate in such offering that can be sold without exceeding the Maximum Threshold; (C) third, to the extent that the Maximum Threshold has not been reached under the foregoing clauses (A) and (B), the shares of Common Stock or other securities, if any, comprised of Manager Shares, as to which registration has been requested pursuant to the applicable written contractual piggy-back registration rights of the holders thereof, pro rata, among the holders of such Manager Shares who have elected to participate in such offering that can be sold without exceeding the Maximum Threshold; (D) fourth, to the extent that the Maximum Threshold has not been reached under the foregoing clauses (A), (B) and (C), the shares of Common Stock or other securities for the account of other Persons that the Company is obligated to register pursuant to written contractual piggy-back registration rights with such Persons and that can be sold without exceeding the Maximum Thresholdholder.

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 reasonable and good faith opinion the number of securities requested to be included in such registration exceeds the number that which can be sold in such offering and/or that without materially and adversely affecting the marketability, proposed offering price, timing or method of distribution of the offering, the Company will include in such registration (i) first, the securities the Company proposes to sell, (ii) second, the Registrable Securities requested to be included in such registration by any Holder which, in the reasonable and good faith opinion of such underwriters, can be sold, without any such adverse effect, pro rata among such Holders on the basis of the number of Registrable Shares Securities owned by each such Holder (it being agreed that solely for purposes of determining the “number of Registrable Securities owned by each such Holder” for purposes of this sentence in respect of the Preferred Investors, all shares of Preferred Stock proposed to be registered in such registration on an as-converted basis shall be taken into account) and (iii) third, other securities requested to be included in any such registration would adversely affect which, in the price per share opinion of the Company’s equity securities to be sold in such offering (such maximum number of securities or Registrable Sharesunderwriters, as applicable, the “Maximum Threshold”), the underwriting shall be allocated among the Company and all Holders as follows (A) first, the shares of Common Stock or other securities that the Company desires to sell that can be sold without exceeding the Maximum Thresholdany such adverse effect; (B) secondprovided that, any underwriter cutback shall apply equally, on a pro rata basis, to the extent Sponsor Investors and Preferred Investors, unless any such Person provides written consent to the contrary. Notwithstanding anything to the contrary herein, if any Holders of Executive Registrable Securities have requested to include such securities in a Piggyback Registration that is an underwritten primary offering on behalf of the Maximum Threshold has not been reached under Company and the foregoing clause (A)managing underwriters for such offering advise the Company in writing that in their opinion the inclusion of some or all of such Executive Registrable Securities could adversely affect the marketability, proposed offering price, timing and/or method of distribution of the offering, the shares Company shall first exclude from such offering the number (which may be all) of Common Stock or other securities, if any, comprised of such Executive Registrable Shares, Securities identified by the managing underwriters as to which registration has been requested pursuant having any such adverse effect prior to the applicable written contractual piggy-back registration rights exclusion of such Holders, pro rata, among the Holders who have elected to participate any securities in such offering that can be sold without exceeding the Maximum Threshold; (C) third, to the extent that the Maximum Threshold has not been reached under the foregoing clauses (A) and (B), the shares of Common Stock or other securities, if any, comprised of Manager Shares, as to which registration has been requested pursuant to the applicable written contractual piggy-back registration rights of the holders thereof, pro rata, among the holders of such Manager Shares who have elected to participate in such offering that can be sold without exceeding the Maximum Threshold; (D) fourth, to the extent that the Maximum Threshold has not been reached under the foregoing clauses (A), (B) and (C), the shares of Common Stock or other securities for the account of other Persons that the Company is obligated to register pursuant to written contractual piggy-back registration rights with such Persons and that can be sold without exceeding the Maximum Thresholdoffering.

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 that which can be sold in such offering and/or that without adversely affecting the number marketability of the offering, the Company shall include in such registration (i) first, the securities the Company proposes to sell, (ii) second, the Registrable Shares proposed Securities requested 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 (such maximum number of securities or Registrable Shares, as applicable, the “Maximum Threshold”), the underwriting shall be allocated among the Company and all Holders as follows (A) first, the shares of Common Stock or other securities that the Company desires to sell that can be sold without exceeding the Maximum Threshold; (B) second, to the extent that the Maximum Threshold has not been reached under the foregoing clause (A), the shares of Common Stock or other securities, if any, comprised of Registrable Shares, as to which registration has been requested pursuant to the applicable written contractual piggy-back registration rights of such Holdersregistration, pro rata, among the Holders who have elected to participate in such offering that can be sold without exceeding the Maximum Threshold; (C) third, to the extent that the Maximum Threshold has not been reached under the foregoing clauses (A) and (B), the shares of Common Stock or other securities, if any, comprised of Manager Shares, as to which registration has been requested pursuant to the applicable written contractual piggy-back registration rights of the holders thereof, pro rata, rata among the holders of such Manager Shares who have elected Registrable Securities on the basis of the number of Registrable Securities owned by each such holder and (iii) third, any other securities requested to participate be included in such offering that can registration; provided that, notwithstanding the foregoing, in connection with the first two registrations of Investor Registrable Securities pursuant to this Agreement (whether pursuant to a Demand Registration or a Piggyback Registration), if any such registration is to be sold without exceeding made in connection with an underwritten primary registration on behalf of the Maximum Threshold; Company, the Company shall include (Di) first, the securities the Company proposes to sell, (ii) second, the Investor Registrable Securities requested to be included in such registration, pro rata among the holders of such Investor Registrable Securities on the basis of the number of Investor Registrable Securities owned by each such holder, (iii) third, the Other Registrable Securities requested to be included in such registration, pro rata among the holders of such Other Registrable Securities on the basis of the number of Other Registrable Securities owned by each such holder and (iv) fourth, to the extent that the Maximum Threshold has not been reached under the foregoing clauses (A), (B) and (C), the shares of Common Stock or any other securities for requested to be included in such registration (it being understood, however, that neither the account last nor any subsequent registration subject to this proviso shall count as one of other Persons that the Company is obligated two registrations subject to this proviso unless the holders of Investor Registrable Securities are able to register pursuant and sell at least 75% of the Investor Registrable Securities requested to written contractual piggy-back registration rights with be included in such Persons and that can be sold without exceeding the Maximum Thresholdregistration).

Priority on Primary Registrations. 3.2.3.1. If a Piggyback Registration is an underwritten primary registration on behalf of initiated by the Company in connection with the Company's Qualified Initial Public Offering, and the managing underwriters advise shall give written advice to the Company that, in writing that the reasonable opinion of such managing underwriters, marketing factors (and in their opinion the case of clauses (B), (C) and (D) hereinbelow, the effect on the selling price) require a limitation on the total number of securities to be underwritten (in this paragraph 3.2.3.1. called the Underwriters' Maximum Number), then: (A) the Company will be obligated and required to include in such registration that number of Registrable Securities which shall have been requested by the Holders thereof to be included in such registration exceeds and which shall not be less than thirty-three percent (33%) of the Underwriters' Maximum Number, and such number that can of Registrable Securities shall be sold in allocated pro rata among the Holders of such offering and/or that Registrable Securities on the basis of the number of Registrable Shares proposed Securities requested to be included therein by each such Holder; (B) the Company shall be entitled to include in such registration that number of securities which the Company proposes to offer and sell for its own account in such registration and which does not exceed the difference between the Underwriters' Maximum Number and the number of Registrable Securities which the Company shall be required to include in such registration; and (C) if the Underwriters' Maximum Number exceeds the sum of the number of Registrable Securities of all Holders which the Company shall be required to include in such registration and the number of securities which the Company proposes to offer and sell for its own account in such registration, then the Company may include in such registration that number of other securities which persons (other than the Holders as such) shall have requested be included in such registration and which shall not be greater than such excess. 3.2.3.2. If a Piggyback Registration is any underwritten primary registration initiated by the Company other than the registration initiated in connection with the Company's Qualified Initial Public Offering, and the managing underwriters shall give written advice to the Company that, in the reasonable opinion of such managing underwriters, marketing factors (and in the case of clauses (B), (C) and (D) hereinbelow, the effect on the selling price) require a limitation on the total number of securities to be underwritten (in this paragraph 3.2.3.2. called the Underwriters' Maximum Number), then: (A) the Company will be obligated and required to include in such registration that number of Registrable Securities which shall have been requested by the Holders thereof to be included in any such registration would adversely affect the price per share and which shall not be less than thirty-three percent (33%) of the Company’s equity securities to be sold in Underwriters' Maximum Number, and such offering (such maximum number of securities or Registrable Shares, as applicable, the “Maximum Threshold”), the underwriting Securities shall be allocated pro rata among the Company and all Holders as follows (A) first, of such Registrable Securities on the shares basis of Common Stock or other securities that the Company desires number of Registrable Securities requested to sell that can be sold without exceeding the Maximum Thresholdincluded therein by each such Holder; (B) second, the Company shall be entitled to include in such registration that number of securities which the extent that Company proposes to offer and sell for its own account in such registration and which does not exceed the difference between the Underwriters' Maximum Threshold has not been reached under Number and the foregoing clause (A), the shares of Common Stock or other securities, if any, comprised number of Registrable Shares, as Securities of Holders which the Company shall be required to which registration has been requested pursuant to the applicable written contractual piggy-back registration rights of such Holders, pro rata, among the Holders who have elected to participate include in such offering that can be sold without exceeding the Maximum Thresholdregistration; and (C) third, to if the extent that Underwriters' Maximum Number exceeds the Maximum Threshold has not been reached under the foregoing clauses (A) and (B), the shares of Common Stock or other securities, if any, comprised of Manager Shares, as to which registration has been requested pursuant to the applicable written contractual piggy-back registration rights sum of the holders thereof, pro rata, among number of Registrable Securities which the holders of such Manager Shares who have elected Company shall be required to participate include in such offering registration of all Holders and the number of securities which the Company proposes to offer and sell for its own account in such registration, then the Company may include in such registration that can be sold without exceeding the Maximum Threshold; (D) fourth, to the extent that the Maximum Threshold has not been reached under the foregoing clauses (A), (B) and (C), the shares number of Common Stock or other securities for which persons (other than the account of other Persons that the Company is obligated to register pursuant to written contractual piggy-back registration rights with Holders as such) shall have requested be included in such Persons registration, and that can which shall not be sold without exceeding the Maximum Thresholdgreater than such excess.

Priority on Primary Registrations. If a Piggyback Registration is an underwritten primary registration offering on behalf of the Company, and the managing underwriters advise underwriter informs the Company in writing that in their opinion the number of securities shares held by the Holders requested to be included in such registration exceeds the number that amount which can be sold in such offering and/or that without adversely affecting the distribution of the shares being offered, the Company shall include, (i) first, all of the shares the Company has proposed to register; (ii) second, as many of the Registrable Securities, allocated pro rata among the Holders thereof on the basis of the relative number of Registrable Securities held by each such Holder at such time, as can be included without adversely affecting such distribution (it being understood that for the purposes of calculating the relative number of securities held by any participating holder, in the event such holder owns any security of the Company that may be converted, exercised or exchanged into Ordinary Shares, the relative number of Ordinary Shares held by such holder shall be determined as if such holder exercised such equity security on a cashless exercise basis); (iii) third, as many of the Ordinary Shares issued by the Company in the private placement taking place simultaneously with the closing of the Investment Agreement (the “Business Combination Registrable Securities”), allocated pro rata among the holders thereof on the basis of the relative number of Business Combination Registrable Securities held by each such holder at such time, as can be included without adversely affecting such distribution (it being understood that for the purposes of calculating the relative number of securities held by any participating holder, in the event such holder owns any security of the Company that may be converted, exercised or exchanged into Ordinary Shares, the relative number of Ordinary Shares held by such holder shall be determined as if such holder exercised such equity security on a cashless exercise basis); and (iv) fourth, any other Ordinary Shares proposed to be included in such offering. Registrable Securities beneficially owned by any such registration would adversely affect executive officer of the price per share Company shall not be eligible to be included in any primary offering of Ordinary Shares without the Company’s equity securities to be sold in such offering (such maximum number of securities or Registrable Shares, as applicable, the “Maximum Threshold”), the underwriting shall be allocated among the Company and all Holders as follows (A) first, the shares of Common Stock or other securities that the Company desires to sell that can be sold without exceeding the Maximum Threshold; (B) second, to the extent that the Maximum Threshold has not been reached under the foregoing clause (A), the shares of Common Stock or other securities, if any, comprised of Registrable Shares, as to which registration has been requested pursuant to the applicable written contractual piggy-back registration rights of such Holders, pro rata, among the Holders who have elected to participate in such offering that can be sold without exceeding the Maximum Threshold; (C) third, to the extent that the Maximum Threshold has not been reached under the foregoing clauses (A) and (B), the shares of Common Stock or other securities, if any, comprised of Manager Shares, as to which registration has been requested pursuant to the applicable written contractual piggy-back registration rights of the holders thereof, pro rata, among the holders of such Manager Shares who have elected to participate in such offering that can be sold without exceeding the Maximum Threshold; (D) fourth, to the extent that the Maximum Threshold has not been reached under the foregoing clauses (A), (B) and (C), the shares of Common Stock or other securities for the account of other Persons that the Company is obligated to register pursuant to written contractual piggy-back registration rights with such Persons and that can be sold without exceeding the Maximum Thresholdconsent.

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 that which can be sold in an orderly manner in such offering and/or that within a price range acceptable to the number of Company, the Company shall include in such registration (i) first, the securities the Company proposes to sell; (ii) second, the Investor Registrable Shares proposed Securities requested to be included in such registration, pro rata among the holders of such Investor Registrable Securities on the basis of the number of shares owned by such holders; (iii) third, the Seller Registrable Securities requested to be included in such registration, pro rata among the holders of such Seller Registrable Securities on the basis of the number of shares owned by such holders; (iv) fourth, the Management Registrable Securities requested to be included in such registration, pro rata among the holders of such Management Registrable Securities on the basis of the number of shares owned by such holders; and (v) fifth, other securities requested to be included in such registration, pro rata among the holders thereof on the basis of the number of their securities requested to be included therein; provided, however 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 registration would adversely affect the price per share on pro rata basis not less than 25% of the Company’s equity securities number of shares of Common Stock proposed to be sold in such offering (such maximum number of securities or Registrable Sharesoffering, as applicable, the “Maximum Threshold”), the underwriting shall be allocated among the Company and all Holders as follows (A) first, the shares of Common Stock or other securities that the Company desires to sell that can be sold without exceeding the Maximum Threshold; (B) second, to the extent that the Maximum Threshold has not been reached under the foregoing clause (A), the shares of Common Stock or other securities, if any, comprised of Registrable Shares, as to which registration has been requested pursuant to the applicable written contractual piggy-back registration rights of such Holders, pro rata, among the Holders who have elected to participate in such offering that can be sold without exceeding the Maximum Threshold; (C) third, to the extent that the Maximum Threshold has not been reached under the foregoing clauses (A) and (B), the shares of Common Stock or other securities, if any, comprised of Manager Shares, as to which registration has been requested pursuant to the applicable written contractual piggy-back registration rights of the holders thereof, pro rata, among unless the holders of a majority of the Registrable Securities requesting such Manager Shares who have elected Piggyback Registration agree in writing to participate in reduce such offering that can be sold without exceeding the Maximum Threshold; (D) fourth, position or to the extent that the Maximum Threshold has not been reached waive their rights under the foregoing clauses (A), (B) and (C), the shares of Common Stock or other securities for the account of other Persons that the Company is obligated to register pursuant to written contractual piggy-back registration rights with such Persons and that can be sold without exceeding the Maximum Thresholdthis proviso.

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 that which can be sold in such offering and/or that without adversely affecting the number marketability of the offering, the Company shall include in such registration (i) first, the securities the Company proposes to sell, (ii) second, the Registrable Shares proposed Securities requested 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 (such maximum number of securities or Registrable Shares, as applicable, the “Maximum Threshold”), the underwriting shall be allocated among the Company and all Holders as follows (A) first, the shares of Common Stock or other securities that the Company desires to sell that can be sold without exceeding the Maximum Threshold; (B) second, to the extent that the Maximum Threshold has not been reached under the foregoing clause (A), the shares of Common Stock or other securities, if any, comprised of Registrable Shares, as to which registration has been requested pursuant to the applicable written contractual piggy-back registration rights of such Holdersregistration, pro rata, among the Holders who have elected to participate in such offering that can be sold without exceeding the Maximum Threshold; (C) third, to the extent that the Maximum Threshold has not been reached under the foregoing clauses (A) and (B), the shares of Common Stock or other securities, if any, comprised of Manager Shares, as to which registration has been requested pursuant to the applicable written contractual piggy-back registration rights of the holders thereof, pro rata, rata among the holders of such Manager Shares who have elected Registrable Securities on the basis of the number of Registrable Securities owned by each such holder and (iii) third, any other securities requested to participate be included in such offering that can registration; provided that, notwithstanding the foregoing, in -------- ---- connection with the first two registrations of Investor Registrable Securities pursuant to this Agreement (whether pursuant to a Demand Registration or a Piggyback Registration), if any such registration is to be sold without exceeding made in connection with an underwritten primary registration on behalf of the Maximum Threshold; Company, the Company shall include (Di) first, the securities the Company proposes to sell, (ii) second, the Investor Registrable Securities requested to be included in such registration, pro rata among the holders of such Investor Registrable Securities on the basis of the number of Investor Registrable Securities owned by each such holder, (iii) third, the Founder Registrable Securities requested to be included in such registration, pro rata among the holders of such Founder Registrable Securities on the basis of the number of Founder Registrable Securities owned by each such holder and (iv) fourth, to the extent that the Maximum Threshold has not been reached under the foregoing clauses (A), (B) and (C), the shares of Common Stock or any other securities for requested to be included in such registration (it being understood, however, that neither the account last nor any subsequent registration subject to this proviso shall count as one of other Persons that the Company is obligated two registrations subject to this proviso unless the holders of Investor Registrable Securities are able to register pursuant and sell at least 75% of the Investor Registrable Securities requested to written contractual piggy-back registration rights with be included in such Persons and that can be sold without exceeding the Maximum Thresholdregistration).

Priority on Primary Registrations. (i) If a Piggyback Registration under Section 3(a)(i) is in part an underwritten primary registration on behalf of the Company, Company and the managing underwriters advise the Company in writing that in their opinion the number of securities requested to be included in such registration exceeds the number that which can be sold in an orderly manner in such offering and/or that within a price range acceptable to the number Company and without adversely affecting the marketability of the offering, then the Company will include in such registration (i) first, the securities the Company proposes to sell, (ii) second, up to 50% of the Investor Registrable Shares proposed Securities requested 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 registration, (such maximum number of securities or Registrable Shares, as applicable, the “Maximum Threshold”), the underwriting shall be allocated among the Company and all Holders as follows (A) first, the shares of Common Stock or other securities that the Company desires to sell that can be sold without exceeding the Maximum Threshold; (B) second, to the extent that the Maximum Threshold has not been reached under the foregoing clause (A), the shares of Common Stock or other securities, if any, comprised of Registrable Shares, as to which registration has been requested pursuant to the applicable written contractual piggy-back registration rights of such Holders, pro rata, among the Holders who have elected to participate in such offering that can be sold without exceeding the Maximum Threshold; (Ciii) third, the Registrable Securities requested to the extent that the Maximum Threshold has not been reached under the foregoing clauses (A) and (B), the shares of Common Stock or other securities, if any, comprised of Manager Shares, as to which registration has been requested pursuant to the applicable written contractual piggy-back registration rights of the holders thereofbe included in such registration, pro rata, rata from among the holders of such Manager Shares who have elected Registrable Securities according to participate the number of Registrable Securities requested by them to be so included, and (iv) fourth, any other securities requested to be included in such registration, in such manner as the Company may determine. (ii) If a Piggyback Registration under Section 3(a)(ii) is in part an underwritten primary registration on behalf of the Company and the managing underwriters advise the Company 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 that can be sold without exceeding the Maximum Threshold; (D) fourth, within a price range acceptable to the extent that Company and without adversely affecting the Maximum Threshold has not been reached under marketability of the foregoing clauses offering, then the Company will include in such registration (A)i) first, (B) the securities the Company proposes to sell and (C)ii) second, the shares of Common Stock or Registrable Securities and any other securities for requested to be included in such registration, pro rata from among the account holders of such Registrable Securities and such other Persons that securities according to the Company is obligated number of Registrable Securities and such other securities requested by them to register pursuant to written contractual piggy-back registration rights with such Persons and that can be sold without exceeding the Maximum Thresholdso included.

Priority on Primary Registrations. If a the proposed Piggyback Registration is an underwritten primary registration on behalf of the CompanyCompany (not including any registration initiated by the Company at the request of holders of Series C Preferred Stock pursuant to Section 3 of the Series C Registation Rights Agreement, whether or not the Company ultimately includes its shares in such registration), 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 that which can be sold in such offering and/or that without adversely affecting the marketability of the offering, the Company will include in such registration (i) first, the securities the Company proposes to sell and (ii) second, the Registrable Securities requested to be included in such registration and any other securities requested to be included in such registration, pro rata among the holders of such Registrable Securities and other securities on the basis of the number of Registrable Shares shares requested to be included by each such holder. Notwithstanding the prior sentence, if securities are proposed to be included in any such Piggyback Registration under the Series C Registration Rights Agreement, and the managing underwriters advise the Company in writing that in their opinion the number of securities requested to be included in such registration would adversely affect exceeds the price per share of the Company’s equity securities to number which can be sold in such offering (such maximum number without adversely affecting the marketability of securities or Registrable Shares, as applicablethe offering, the “Maximum Threshold”Company will include in such registration (i) first, the securities the Company proposes to sell and up to one half of the Registrable Securities initially issued by the Company to the holders thereof and requested to be included in such registration (the "High Priority Registrable Securities"), the underwriting shall be allocated pro rata among the Company and all Holders as follows (A) first, the holders of such High Priority Registrable Securities on the basis of the number of shares of Common Stock or other securities that requested to be included by the Company desires to sell that can be sold without exceeding the Maximum Threshold; and each such holder, and (Bii) second, the remaining Registrable Securities requested to be included in such registration, the extent that the Maximum Threshold has not been reached securities requested to be included in such registration under the foregoing clause (A), the shares of Common Stock or Series C Registration Rights Agreement and any other securities, if any, comprised of Registrable Shares, as securities requested to which registration has been requested pursuant to the applicable written contractual piggy-back registration rights of be included in such Holdersregistration, pro rata, among the Holders who have elected to participate in such offering that can be sold without exceeding the Maximum Threshold; (C) third, to the extent that the Maximum Threshold has not been reached under the foregoing clauses (A) and (B), the shares of Common Stock or other securities, if any, comprised of Manager Shares, as to which registration has been requested pursuant to the applicable written contractual piggy-back registration rights of the holders thereof, pro rata, rata among the holders of such Manager Shares who have elected to participate in such offering that can be sold without exceeding the Maximum Threshold; (D) fourth, to the extent that the Maximum Threshold has not been reached under the foregoing clauses (A), (B) Registrable Securities and (C), the shares of Common Stock or other securities for on the account basis of other Persons that the Company is obligated number of shares requested to register pursuant to written contractual piggy-back registration rights with be included by each such Persons and that can be sold without exceeding the Maximum Thresholdholder.

Priority on Primary Registrations. If a Piggyback an Incidental Registration is an underwritten primary registration on behalf of the CompanyAcquisition Corp., and Acquisition Corp. will include in such registration all securities requested to be included in such registration; provided, that if the managing underwriters advise the Company Acquisition Corp. in writing that in their opinion the number of securities requested to be included in such registration exceeds the number that which can be sold in such offering and/or that without adversely affecting the number marketability of the offering, Acquisition Corp. will include in such registration (A) for an Incidental Registration which is a Qualified Public Offering, (i) first, the securities Acquisition Corp. proposes to sell, (ii) second, the Canterbury Registrable Shares proposed Securities and the Blackstone Registrable Securities requested to be included in any such registration would adversely affect registration, pro rata among the price per share holders thereof on the basis of the Company’s equity securities number of shares of Canterbury Registrable Securities and Blackstone Registrable Securities requested to be sold included therein by each such holder, (iii) third, the other Registrable Securities requested to be included in such offering (registration, pro rata among the holders of such maximum Registrable Securities on the basis of the number of securities or Registrable Shares, as applicable, the “Maximum Threshold”), the underwriting shall be allocated among the Company and all Holders as follows (A) first, the shares of Common Stock or other securities that the Company desires Registrable Securities requested to sell that can be sold without exceeding the Maximum Threshold; included therein by each such holder, and (Biv) secondfourth, to the extent that the Maximum Threshold has not been reached under the foregoing clause (A), the shares of Common Stock or other securities, if any, comprised requested to be included in such registration, and (B) for all other Incidental Registrations, (i) first, the securities Acquisition Corp. proposes to sell, (ii) second, the Registrable Securities requested to be included in such registration, pro rata among the holders of such Registrable Securities on the basis of the number of shares of Registrable SharesSecurities requested to be included therein by each such holder, as to which registration has been requested pursuant to the applicable written contractual piggy-back registration rights of such Holders, pro rata, among the Holders who have elected to participate in such offering that can be sold without exceeding the Maximum Threshold; and (Ciii) third, to the extent that the Maximum Threshold has not been reached under the foregoing clauses (A) and (B), the shares of Common Stock or other securities, if any, comprised of Manager Shares, as requested to which registration has been requested pursuant to the applicable written contractual piggy-back registration rights of the holders thereof, pro rata, among the holders of such Manager Shares who have elected to participate be included in such offering that can be sold without exceeding the Maximum Threshold; (D) fourth, to the extent that the Maximum Threshold has not been reached under the foregoing clauses (A), (B) and (C), the shares of Common Stock or other securities for the account of other Persons that the Company is obligated to register pursuant to written contractual piggy-back registration rights with such Persons and that can be sold without exceeding the Maximum Thresholdregistration.

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 that which can be sold in such offering and/or that without adversely affecting the number marketability of the offering, the Company shall include in such registration (i) first, the securities the Company proposes to sell, (ii) second, the Registrable Shares proposed Securities requested 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 (such maximum number of securities or Registrable Shares, as applicable, the “Maximum Threshold”), the underwriting shall be allocated among the Company and all Holders as follows (A) first, the shares of Common Stock or other securities that the Company desires to sell that can be sold without exceeding the Maximum Threshold; (B) second, to the extent that the Maximum Threshold has not been reached under the foregoing clause (A), the shares of Common Stock or other securities, if any, comprised of Registrable Shares, as to which registration has been requested pursuant to the applicable written contractual piggy-back registration rights of such Holdersregistration, pro rata, among the Holders who have elected to participate in such offering that can be sold without exceeding the Maximum Threshold; (C) third, to the extent that the Maximum Threshold has not been reached under the foregoing clauses (A) and (B), the shares of Common Stock or other securities, if any, comprised of Manager Shares, as to which registration has been requested pursuant to the applicable written contractual piggy-back registration rights of the holders thereof, pro rata, rata among the holders of such Manager Shares who have elected Registrable Securities on the basis of the number of Registrable Securities owned by each such holder and (iii) third, any other securities requested to participate be included in such offering that can registration; PROVIDED THAT, notwithstanding the foregoing, in connection with the first two registrations of Investor Registrable Securities pursuant to this Agreement (whether pursuant to a Demand Registration or a Piggyback Registration), if any such registration is to be sold without exceeding made in connection with an underwritten primary registration on behalf of the Maximum Threshold; Company, the Company shall include (Di) first, the securities the Company proposes to sell,(ii) second, the Investor Registrable Securities requested to be included in such registration, pro rata among the holders of such Investor Registrable Securities on the basis of the number of Investor Registrable Securities owned by each such holder,(iii) third, the Other Registrable Securities requested to be included in such registration, pro rata among the holders of such Other Registrable Securities on the basis of the number of Other Registrable Securities owned by each such holder and (iv) fourth, to the extent that the Maximum Threshold has not been reached under the foregoing clauses (A), (B) and (C), the shares of Common Stock or any other securities for requested to be included in such registration (it being understood, however, that neither the account last nor any subsequent registration subject to this proviso shall count as one of other Persons that the Company is obligated two registrations subject to this proviso unless the holders of Investor Registrable Securities are able to register pursuant and sell at least 75% of the Investor Registrable Securities requested to written contractual piggy-back registration rights with be included in such Persons and that can be sold without exceeding the Maximum Thresholdregistration).

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 Securities requested to be included on a secondary basis in such registration exceeds the number which can be sold in such offering without adversely affecting the marketability of such offering (the “Company Offering Quantity”), the Company will include in such registration Securities in the following priority: (i) first, the Company will include the Securities the Company proposes to register; (ii) second, the Company will include all Registrable Securities requested to be included by any holders thereof, and if the number of such holders’ Registrable Securities requested to be included exceeds the Company Offering Quantity, then the Company shall include a pro rated allocation of all Registrable Securities requested to be included, with such shares to be allocated to each such holder requesting inclusion in proportion to the number of Registrable Securities (calculated on an as converted basis) then owned by each such holder requesting inclusion in relation to the number of Registrable Securities (calculated on an as converted basis) then owned by all Stockholders requesting inclusion; and (iii) third, to the extent (and only to the extent) that the Company Offering Quantity exceeds the aggregate amount of Securities to be sold for the account of the holders of Registrable Securities which are requested to be included in such registration exceeds (the number that can be sold “Excess Company Offering Quantity”), the Company will include in such offering and/or that the number of Registrable Shares proposed registration any other Securities requested to be included in any such registration would adversely affect offering, and if the price per number of such other holders’ Securities requested to be included exceeds the Excess Company Offering Quantity, then the Company shall include only each such requesting holder’s pro rata share of the Company’s equity securities to be sold in Excess Company Offering Quantity, based on the amount of Securities held by such offering (such maximum number of securities or Registrable Sharesholder, on an as applicable, the “Maximum Threshold”), the underwriting shall be allocated among the Company and all Holders as follows (A) first, the shares of Common Stock or other securities that the Company desires to sell that can be sold without exceeding the Maximum Threshold; (B) second, to the extent that the Maximum Threshold has not been reached under the foregoing clause (A), the shares of Common Stock or other securities, if any, comprised of Registrable Shares, as to which registration has been requested pursuant to the applicable written contractual piggy-back registration rights of such Holders, pro rata, among the Holders who have elected to participate in such offering that can be sold without exceeding the Maximum Threshold; (C) third, to the extent that the Maximum Threshold has not been reached under the foregoing clauses (A) and (B), the shares of Common Stock or other securities, if any, comprised of Manager Shares, as to which registration has been requested pursuant to the applicable written contractual piggy-back registration rights of the holders thereof, pro rata, among the holders of such Manager Shares who have elected to participate in such offering that can be sold without exceeding the Maximum Threshold; (D) fourth, to the extent that the Maximum Threshold has not been reached under the foregoing clauses (A), (B) and (C), the shares of Common Stock or other securities for the account of other Persons that the Company is obligated to register pursuant to written contractual piggy-back registration rights with such Persons and that can be sold without exceeding the Maximum Thresholdconverted basis.

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 Company, Carrier One and each Management Investor requesting registration in writing that in their opinion the number of securities Equity Securities that holders of Equity Securities propose to sell therein, whether or not such selling holders have the right to include Equity Securities therein (such Equity Securities, other than any Warrant Shares, the "OTHER EQUITY SECURITIES"), plus the number of Warrant Shares that holders thereof have requested to be sold therein, plus the number of Equity Securities to be underwritten on behalf of the Company (the "COMPANY EQUITY SECURITIES"), exceeds the maximum number of Equity Securities specified by the managing underwriters that may be distributed without adversely affecting the price, timing or distribution of the Company Equity Securities, then the Company shall include in such registration such maximum number of Equity Securities requested to be included as follows: FIRST the Company Equity Securities, SECOND (i) the Registrable Securities requested to be included in such registration exceeds by Carrier One, (ii) the number that can be sold in such offering and/or that the number of Registrable Shares proposed Equity Securities requested to be included in any such registration would adversely affect by the price per share Management Investors and, if applicable, the Other Management Investors, and (iii) Warrant Shares requested to be included in such registration by the holders of Warrant Shares, pro rata on the basis of the Company’s equity securities to be sold in such offering (such maximum number of securities Registrable Securities or Registrable Warrant Shares, as applicable, owned by each such holder, and THIRD the “Maximum Threshold”), the underwriting shall Equity Securities requested to be allocated among the Company and all Holders as follows (A) first, the shares of Common Stock or other securities that the Company desires to sell that can be sold without exceeding the Maximum Threshold; (B) second, to the extent that the Maximum Threshold has not been reached under the foregoing clause (A), the shares of Common Stock or other securities, if any, comprised of Registrable Shares, as to which registration has been requested pursuant to the applicable written contractual piggy-back registration rights of such Holders, pro rata, among the Holders who have elected to participate included in such offering that can be sold without exceeding the Maximum Threshold; registration by any other holder." (C) third, to the extent that the Maximum Threshold has not been reached under the foregoing clauses (ASection 7(b) and (B), the shares of Common Stock or other securities, if any, comprised of Manager Shares, as to which registration has been requested pursuant to the applicable written contractual piggy-back registration rights of the holders thereof, pro rata, among the holders of such Manager Shares who have elected Registration Rights Agreement is hereby amended by replacing each reference therein to participate in such offering that can be sold without exceeding the Maximum Threshold; (D) fourth, "Section 4(e)" with a reference to the extent that the Maximum Threshold has not been reached under the foregoing clauses (A"Section 4(II)(b), (B) and (C), the shares of Common Stock or other securities for the account of other Persons that the Company is obligated to register pursuant to written contractual piggy-back registration rights with such Persons and that can be sold without exceeding the Maximum Threshold".

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 holder of Registrable Securities requesting registration of Registrable Securities) that in their opinion the number of securities requested to be included in such registration exceeds the number that which can be sold in such offering and/or that without adversely affecting such offering, the number of Company will include in such registration (i) first, the securities the Company proposes to sell, (ii) second, the Registrable Shares proposed Securities requested to be included in such registration pursuant to the Piggyback Registration rights granted herein, pro rata among the holders of such Registrable Securities on the basis of the number of shares that each holder has requested to be included in such registration, and (iii) third, other securities requested to be included in such registration; provided, that, if such managing underwriters advise the Company that the participation the Chief Executive Officer or the Chief Financial Officer of the Company (or any of such Person’s Affiliates), as such, materially and adversely affects the ability of the Company to effect such offering or the pricing or amount of the securities included therein, such officer (and his Affiliates) shall only include such number of Registrable Securities as such managing underwriters advise the Company does not cause such effect by virtue of such officer’s status as an officer of the Company or, and such amount of securities, the inclusion of which such managing underwriters advise the Company does not result in such effect, shall nevertheless be subject to the provisions of the immediately preceding clause (ii) (provided that any such registration would adversely affect the price per share of the Company’s equity securities shares excluded pursuant to this proviso shall have priority to be sold included in the underwriters’ over-allotment option in such offering (such maximum number of securities or Registrable Sharesregistration, as applicable, the “Maximum Threshold”), the underwriting shall be allocated among the Company and all Holders as follows (A) first, the shares of Common Stock or other securities that the Company desires to sell that can be sold without exceeding the Maximum Threshold; (B) second, except to the extent that the Maximum Threshold has not been reached under managing underwriters advise the foregoing clause (A), Company that the inclusion of any such officer’s shares in the over-allotment option would materially and adversely affect the ability of Common Stock the Company to effect such offering or other securities, if any, comprised the pricing or amount of Registrable Shares, as to which registration has been requested pursuant to the applicable written contractual piggy-back registration rights of such Holders, pro rata, among the Holders who have elected to participate securities included in such offering that can offering, and any remaining shares included in the over-allotment option shall be sold without exceeding the Maximum Threshold; (C) third, to the extent that the Maximum Threshold has not been reached under the foregoing clauses (A) and (B), the shares of Common Stock or other securities, if any, comprised of Manager Shares, as to which registration has been requested pursuant to the applicable written contractual piggy-back registration rights of the holders thereof, allocated on a pro rata, rata basis among the holders of such Manager Shares who have elected to participate Registrable Securities included in such the offering that can be sold without exceeding the Maximum Threshold; (D) fourth, before giving effect to the extent that the Maximum Threshold has not been reached under the foregoing clauses (Aover-allotment option), (B) and (C), the shares of Common Stock or other securities for the account of other Persons that the Company is obligated to register pursuant to written contractual piggy-back registration rights with such Persons and that can be sold without exceeding the Maximum Threshold.

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 Registrable Securities and other securities, if any, requested to be included in such registration exceeds the number that which can be sold in an orderly manner in such offering and/or within a price range acceptable to the Company, then the total number of securities that the managing underwriters advise can be included in such registration shall be allocated in the following order of priority: (i) first, the number of Equity Securities that the Company proposes to sell; (ii) second, the number of Registrable Shares proposed Securities requested to be included, pro rata among VGG Holding and the Class A Holders on the basis of the amount of Registrable Securities owned by them; (iii) third, the number of Registrable Securities requested to be included, pro rata among the Class B Holders on the basis of the amount of Registrable Securities owned by them; and (iv) fourth, the number of other securities requested to be included. Notwithstanding anything herein to the contrary, if the managing underwriters advise the Company that in their opinion the total amount of securities, including Registrable Securities, requested by the management employees of the Company to be included in any such registration would adversely affect offering exceeds the price per share of the Company’s equity securities amount advisable to be sold for the offering to be successfully offered, then the Company shall be required to include in such the offering (such maximum only that number of securities or securities, including Registrable SharesSecurities, as applicable, the “Maximum Threshold”), the underwriting shall be allocated among of such management employees of the Company and all Holders as follows (A) first, which the shares of Common Stock or other securities that managing underwriters believe will be advisable for the Company desires to sell that can be sold without exceeding the Maximum Threshold; (B) second, to the extent that the Maximum Threshold has not been reached under the foregoing clause (A), the shares of Common Stock or other securities, if any, comprised of Registrable Shares, as to which registration has been requested pursuant to the applicable written contractual piggy-back registration rights of such Holders, pro rata, among the Holders who have elected to participate in such offering that can be sold without exceeding the Maximum Threshold; (C) third, to the extent that the Maximum Threshold has not been reached under the foregoing clauses (A) and (B), the shares of Common Stock or other securities, if any, comprised of Manager Shares, as to which registration has been requested pursuant to the applicable written contractual piggy-back registration rights success of the holders thereof, pro rata, among the holders of such Manager Shares who have elected to participate in such offering that can be sold without exceeding the Maximum Threshold; (D) fourth, to the extent that the Maximum Threshold has not been reached under the foregoing clauses (A), (B) and (C), the shares of Common Stock or other securities for the account of other Persons that the Company is obligated to register pursuant to written contractual piggy-back registration rights with such Persons and that can be sold without exceeding the Maximum Thresholdoffering.

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 lead managing underwriters underwriter(s) advise the Company in writing that in their the opinion of the lead managing underwriter(s) the number of securities requested to be included in such registration the Piggyback Registration exceeds the number that can be sold in an orderly manner in such offering and/or that within a price range acceptable to the Company, the Company will include in such registration (i) first, the securities proposed to be sold by the Company, (ii) second, the Registrable Securities requested to be included in the Piggyback Registration, pro rata among the Holders and all other holders of Registration Rights from the Company based on the ratio of the number of Registrable Shares proposed Securities that each such individual, corporation, limited liability company, partnership, trust or any other organization or entity (collectively, “Person”) has requested the Company include in the Piggyback Registration over the total number of Registrable Securities requested to be included in any such registration would adversely affect the price per share of Piggyback Registration by the Company’s equity securities to be sold in such offering Holders; and (such maximum number of securities or Registrable Shares, as applicable, the “Maximum Threshold”), the underwriting shall be allocated among the Company and all Holders as follows (A) first, the shares of Common Stock or other securities that the Company desires to sell that can be sold without exceeding the Maximum Threshold; (B) second, to the extent that the Maximum Threshold has not been reached under the foregoing clause (A), the shares of Common Stock or other securities, if any, comprised of Registrable Shares, as to which registration has been requested pursuant to the applicable written contractual piggy-back registration rights of such Holders, pro rata, among the Holders who have elected to participate in such offering that can be sold without exceeding the Maximum Threshold; (Ciii) third, other securities requested to the extent that the Maximum Threshold has not been reached under the foregoing clauses (A) and (B), the shares of Common Stock or other securities, if any, comprised of Manager Shares, as to which registration has been requested pursuant to the applicable written contractual piggy-back registration rights of the holders thereofbe included in such registration, pro rata, rata among the holders of such Manager Shares who have elected other securities based on the ratio of the number of such other securities that each such holder has requested the Company include in the Piggyback Registration over the total number of other securities requested to participate be included in the Piggyback Registration by such other holders. In the event for any reason the Commission (as hereinafter defined) notifies the Company of any limitation on the number of Registrable Securities that may be included in a Registration Statement, such notice shall be treated as if an underwriter had given such notice and the Registrable Securities included in such offering that can Piggyback Registration will be sold without exceeding the Maximum Threshold; (D) fourth, to the extent that the Maximum Threshold has not been reached under the foregoing clauses (A), (B) and (C), the shares of Common Stock or other securities for the account of other Persons that the Company is obligated to register pursuant to written contractual piggy-back registration rights adjusted in accordance with such Persons and that can be sold without exceeding the Maximum Thresholdthis Section 2.2.

Priority on Primary Registrations. If a Piggyback Registration is an underwritten primary registration on behalf of the CompanyCorporation, and the managing underwriters advise the Company Corporation in writing that in their opinion the total number of securities requested to be included in such registration exceeds the number that of securities (the “Primary Limit”) which can be sold in such offering and/or without materially and adversely affecting the offering or the offering price, the Corporation will include in such registration securities not in excess of the Primary Limit in the following order: (i) first, all securities the Corporation proposes to sell, (ii) second, up to the full number of Registrable Securities and Warrant Related Registrable Securities requested to be included in such registration by holders of Registrable Securities and the holders of Warrant Related Registrable Securities (if such number together with the securities included pursuant to clause (i) exceeds the Primary Limit, the securities to be registered shall be allocated among the holders of Registrable Securities and the holders of Warrant Related Registrable Securities requesting to be included in the registration pro rata among them on the basis of the total number of Registrable Securities and Warrant Related Registrable Securities requested to be included in such registration (provided that the number of Registrable Shares proposed Securities 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 (such maximum number of securities or Registrable Shares, as applicable, the “Maximum Threshold”), the underwriting registered shall be allocated among the Company holders of Registrable Securities requesting to be included in the registration pro rata on the basis of the total number of Registrable Securities held by their respective holders requesting inclusion in the registration)), (iii) third, up to the full number of securities requested to be included in such registration by other holders of securities entitled to include securities in such Piggyback Registration (if such number (together with the number of securities pursuant to clauses (i) and all Holders (ii)) exceeds the Primary Limit, the other securities to be registered shall be allocated pro rata among such holders on the basis of the number of securities requested to be included therein by each such holder), and (iv) fourth, such additional securities (which together with those securities included in (i), (ii) and (iii) do not exceed the Primary Limit) as follows may be agreed upon by the Corporation and any other securityholders; provided, however, that in connection with any such registration that occurs within 180 days of consummation of the IPO as among the holders of Registrable Securities the right to include such securities shall be allocated (A) first, to the holders of Family Holdings Registrable Securities up to a number of shares determined by dividing (x) the difference between $150 million and the amount of Common Stock or other securities that proceeds previously received by holders of Family Holdings Registrable Securities from registered sales by (y) the Company desires to sell that can be sold without exceeding Average Share Price on the Maximum Threshold; date of the notice from the Corporation provided for in Section 4(a), (B) second, to the extent that holders of MatlinPatterson Registrable Securities and CPF Registrable Securities (allocated among the Maximum Threshold has not been reached under holders of MatlinPatterson Registrable Securities and CPF Registrable Securities requesting to be included in the foregoing clause (A), registration pro rata on the shares basis of Common Stock or other securities, if any, comprised the total number of Registrable Shares, as Securities held by holders requesting inclusion in the registration) up to which registration has been requested pursuant to a number of shares determined by dividing (x) the applicable written contractual piggy-back registration rights difference between $400 million and the amount of such Holders, pro rata, among proceeds previously received by holders of MatlinPatterson Registrable Securities and CPF Registrable Securities from registered sales by (y) the Holders who have elected to participate Average Share Price on the date of the notice from the Corporation provided for in such offering that can be sold without exceeding the Maximum Threshold; Section 3(a) and (C) third, to pro rata among all holders of Registrable Securities requesting inclusion in such Piggyback Registration on the extent that the Maximum Threshold has not been reached under the foregoing clauses (A) and (B), the shares of Common Stock or other securities, if any, comprised of Manager Shares, as to which registration has been requested pursuant to the applicable written contractual piggy-back registration rights basis of the holders thereof, pro rata, among the holders total number of Registrable Securities requested to be included therein by each such Manager Shares who have elected to participate in such offering that can be sold without exceeding the Maximum Threshold; (D) fourth, to the extent that the Maximum Threshold has not been reached under the foregoing clauses (A), (B) and (C), the shares of Common Stock or other securities for the account of other Persons that the Company is obligated to register pursuant to written contractual piggy-back registration rights with such Persons and that can be sold without exceeding the Maximum Thresholdholder.