Common use of Priority on Registrations Clause in Contracts

Priority on Registrations. (i) If a Piggyback Offering is an Underwritten Offering on behalf of the Company, and the managing underwriter(s) advises the Company in writing that in its opinion the number of securities requested to be included in such registration exceeds the number which can be sold in an orderly manner in such offering within a price range acceptable to the Company, the Company shall include in such registration the number which can be so sold in the following order of priority: first, the securities to be sold for the account of the Company, second, the Registrable Securities requested to be included in such registration (pro rata among the Holder(s) of such Registrable Securities on the basis of the number of shares of Common Stock owned by each such Holder), and third, any other securities requested to be included in such registration. (ii) If a Piggyback Offering is an Underwritten Offering on behalf of holders of the Company’s equity securities who are not Holders of Registrable Securities (“Other Holders”), and the managing underwriter(s) advises the Company in writing that in its opinion the number of equity securities requested to be included in such Piggyback Offering exceeds the number which can be sold in an orderly manner in such offering within a price range acceptable to the Other Holders, the Company shall include in such registration the number which can be so sold in the following order of priority: first, the securities requested to be included therein by the Other Holders requesting such registration, second, the Registrable Securities requested to be included in such registration (pro rata among the Holder(s) of such Registrable Securities on the basis of the number of shares of Common Stock owned by each such Holder) and third, other securities requested to be included in such registration. (iii) If, as a result of the proration provisions of this Section 2(c), any Holder shall not be entitled to include all Registrable Securities in a Piggyback Offering that such Holder has requested be included, such Holder may elect to withdraw its request to include Registrable Securities in such Piggyback Offering or may reduce the number requested to be included; provided, however, that (A) such request must be made in writing prior to commencement of marketing activities in connection with such Piggyback Offering and (B) such withdrawal shall be irrevocable and, after making such withdrawal, such Holder shall no longer have any right to include Registrable Securities in the Piggyback Offering as to which such withdrawal was made.

Priority on Registrations. If the Registrable Shares requested to be included in the registration statement by any Holder differ from the type of securities proposed to be registered by the Company and the managing underwriter advises the Company that due to such differences the inclusion of such Registrable Shares would cause a Material Adverse Effect, then (i) If a Piggyback Offering is an Underwritten Offering on behalf of the Company, and the managing underwriter(s) advises the Company in writing that in its opinion the number of such Holder's or Holders' Registrable Shares to be included in the registration statement shall be reduced to an amount which, in the judgment of the managing underwriter, would eliminate such Material Adverse Effect or (ii) if no such reduction would, in the judgment of the managing underwriter, eliminate such Material Adverse Effect, then the Company shall have the right to exclude all such Registrable Shares from such registration statement provided no other securities of such type are included and offered for the account of any other Person in such registration statement. Any partial reduction in number of Registrable Shares to be included in the registration statement pursuant to clause (i) of the immediately preceding sentence shall be effected pro rata based on the ratio which such Holder's requested shares bears to the total number of shares requested to be included in such registration exceeds the number which can statement by all Persons who have requested that their shares be sold in an orderly manner included in such offering within registration statement. If the Registrable Shares requested to be included in the registration statement are of the same type as the securities being registered by the Company and the managing underwriter advises the Company that the inclusion of such Registrable Shares would cause a price range acceptable to the CompanyMaterial Adverse Effect, the Company shall will be obligated to include in such registration the number which can be so sold in the following order of priority: firststatement, the securities as to be sold for the account each Holder, only a portion of the Company, second, shares such Holder has requested be registered equal to the Registrable Securities ratio which such Holder's requested shares bears to the total number of shares requested to be included in such registration (pro rata among statement by all Persons who have requested that their shares be included in such registration statement. If the Holder(s) Company initiated the registration, then the Company may include all of its securities in such registration statement before any of such Holder's requested shares are included. If another securityholder initiated the registration, then the Company may not include any of its securities in such registration statement unless all Registrable Securities on the basis of the number of shares of Common Stock owned by each such Holder), and third, any other securities Shares requested to be included in such registration. (ii) If a Piggyback Offering is an Underwritten Offering on behalf of holders of the Company’s equity securities who registration statement by all Holders are not Holders of Registrable Securities (“Other Holders”), and the managing underwriter(s) advises the Company in writing that in its opinion the number of equity securities requested to be included in such Piggyback Offering exceeds the number which can be sold in an orderly manner in such offering within a price range acceptable to the Other Holders, the Company shall include in such registration the number which can be so sold in the following order of priority: first, the securities requested to be included therein by the Other Holders requesting such registration, second, the Registrable Securities requested to be included in such registration (pro rata among the Holder(s) of such Registrable Securities on the basis of the number of shares of Common Stock owned by each such Holder) and third, other securities requested to be included in such registration. (iii) If, statement. If as a result of the proration provisions of this Section 2(c), 3.2.2 any Holder shall not be entitled to include all Registrable Securities in a Piggyback Offering registration that such Holder has requested to be so included, such Holder may elect to withdraw its such Holder's request to include Registrable Securities Shares in such Piggyback Offering or registration statement. No Holder may reduce participate in any registration statement hereunder unless such Person (x) agrees to sell such Person's Registrable Shares on the number requested to be includedbasis provided in any underwriting arrangements approved by the Company and (y) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements, and other documents reasonably required under the terms of such underwriting arrangements; provided, however, that (A) no such request must Person shall be made in writing prior required to commencement of marketing activities make any representations or warranties in connection with any such Piggyback Offering registration other than representations and warranties as to (i) such Person's ownership of his or its Registrable Shares to be sold or transferred free and clear of all liens, claims, and encumbrances, (ii) such Person's power and authority to effect such transfer, and (Biii) such withdrawal matters pertaining to compliance with securities laws as may be reasonably requested; provided further, however, that the obligation of such Person to indemnify pursuant to any such underwriting arrangements shall be irrevocable andseveral, after making not joint and several, among such withdrawalPersons selling securities, and the liability of each such Holder shall no longer have any right Person will be in proportion to, and provided further that such liability will be limited to, the net amount received by such Person from the sale of his or its Registrable Shares pursuant to include Registrable Securities in the Piggyback Offering as to which such withdrawal was maderegistration.

Priority on Registrations. (i) If a Piggyback Offering is an Underwritten Offering on behalf of the Company, and the managing underwriter(s) advises underwriter or underwriters of a Registration advise the Company in writing that in its or their opinion the number of securities requested Registrable Shares proposed to be included sold in such registration Registration exceeds the number which can be sold, or adversely affects the price at which the Registrable Shares are to be sold, in such offering, the Company will include in such Registration only the number of Registrable Shares which, in the opinion of such underwriter or underwriters, can be sold in an orderly manner in such offering within without such adverse effect. To the extent such Registration includes Registrable Shares of more than one Holder, the Registrable Shares so included in such Registration shall be apportioned as follows: (a) In the case of a price range acceptable Company Initiated Registration, allocations shall be made: first, to the Company; second, to the Company shall include Piggyback Holders exercising their right to participate in a Piggyback Underwritten Offering with any cutbacks applied on a pro rata basis among the Holders based on the total number of Registrable Shares requested to be included by such Holders as compared to the total number of shares requested to be included by all Holders in such Registration; and third, to all other holders exercising piggyback registration rights that have been granted by the number which can Company, with any cutbacks applied on a pro rata basis among each other or as they may otherwise agree in writing. (b) In the case of a Demand Registration, any shelf takedown or Block Trade pursuant to Section 2.03(b), a Xxxxxx Demand Registration or a shelf takedown or Block Trade pursuant to Section 2.03(i) allocations shall be so sold in the following order of prioritymade: first, to the securities Holders, with any cutbacks applied pro rata among the Holders based on the total number of Registrable Shares requested to be sold for included by such Holders as compared to the account total number of shares requested to be included by all Holders in such Registration; second, to all other holders exercising piggyback registration rights granted by the Company, with any cutbacks applied on a pro rata basis among such other holders or as they may otherwise agree in writing; and third, to the Company. (c) In the case of a Centerview Demand Registration or any shelf takedown pursuant to Section 2.03(g), allocations shall be made: first, to the Centerview Demand Holders, with any cutbacks applied pro rata among the Centerview Demand Holders based on the total number of Registrable Shares requested to be included by such Centerview Demand Holders as compared to the total number of shares requested to be included by all Centerview Demand Holders in such Registration; second, to the Holders (other than the Centerview Demand Holders), with any cutbacks applied pro rata among such Holders based on the total number of Registrable Securities Shares requested to be included by such Holders as compared to the total number of shares requested to be included by all other Holders (other than the Centerview Demand Holders) in such Registration; third, to all other holders exercising piggyback registration rights granted by the Company, with any cutbacks applied on a pro rata basis among such other holders or as they may otherwise agree in writing; and fourth, to the Company. (d) In the case of the Preferred Xxxxxx Demand Registration or any shelf takedown pursuant to Section 2.03(i)(ii), allocations shall be made: first, to the Xxxxxx Demand Holders, with any cutbacks applied pro rata among the Xxxxxx Demand Holders based on the total number of Registrable Shares requested to be included by such Xxxxxx Demand Holders as compared to the total number of shares requested to be included by all Xxxxxx Demand Holders in such Registration; second, to the Holders (other than the Xxxxxx Demand Holders), with any cutbacks applied pro rata among such Holders based on the total number of Registrable Shares requested to be included by such Holders as compared to the total number of shares requested to be included by all other Holders (other than the Xxxxxx Demand Holders) in such Registration; third, to all other holders exercising piggyback registration rights granted by the Company, with any cutbacks applied on a pro rata basis among such other holders or as they may otherwise agree in writing; and fourth, to the Company. (e) In the case of a registration initiated by any Person (other than the Company, a Demand Holder, a Centerview Demand Holder or a Xxxxxx Demand Holder) exercising demand registration rights granted hereafter by the Company (if any), allocations shall be made: first, to the Holders, with any cutbacks applied pro rata among the Holders based on the total number of Registrable Shares requested to be included by such Holders as compared to the total number of shares requested to be included by all Holders in such Registration; second, to such initiating Person and to any other holders exercising pari passu registration rights that have been granted by the Company allocated as such Persons have agreed among themselves; third, to the Company and to the Piggyback Holders exercising their right to participate in a Piggyback Underwritten Offering, with any cutbacks applied on a pro rata basis based on the total number of Registrable Shares proposed to be included in such Registration by the Company or such Holders; and fourth, to all other holders exercising piggyback registration (rights granted by the Company, with any cutbacks applied on a pro rata basis among the Holder(s) of such Registrable Securities on the basis of the number of shares of Common Stock owned by each such Holder), and third, any other securities requested to be included holders or as they may otherwise agree in such registrationwriting. (ii) If a Piggyback Offering is an Underwritten Offering on behalf of holders of the Company’s equity securities who are not Holders of Registrable Securities (“Other Holders”), and the managing underwriter(s) advises the Company in writing that in its opinion the number of equity securities requested to be included in such Piggyback Offering exceeds the number which can be sold in an orderly manner in such offering within a price range acceptable to the Other Holders, the Company shall include in such registration the number which can be so sold in the following order of priority: first, the securities requested to be included therein by the Other Holders requesting such registration, second, the Registrable Securities requested to be included in such registration (pro rata among the Holder(s) of such Registrable Securities on the basis of the number of shares of Common Stock owned by each such Holder) and third, other securities requested to be included in such registration. (iii) If, as a result of the proration provisions of this Section 2(c), any Holder shall not be entitled to include all Registrable Securities in a Piggyback Offering that such Holder has requested be included, such Holder may elect to withdraw its request to include Registrable Securities in such Piggyback Offering or may reduce the number requested to be included; provided, however, that (A) such request must be made in writing prior to commencement of marketing activities in connection with such Piggyback Offering and (B) such withdrawal shall be irrevocable and, after making such withdrawal, such Holder shall no longer have any right to include Registrable Securities in the Piggyback Offering as to which such withdrawal was made.

Priority on Registrations. (i) If a Piggyback Offering is Notwithstanding the provisions of Section 2(a) hereof, in the case of an Underwritten Offering on behalf by the Company of Common Shares or securities convertible into or exchangeable or exercisable for Common Shares, the managing underwriter or underwriters of the Underwritten Offering may limit the number of Registrable Common Shares included in the Underwritten Offering pursuant to any Registration Statement or qualification if, in its or their reasonable opinion, the number of Registrable Common Shares proposed to be sold in such Underwritten Offering exceeds the number that can be sold without materially adversely interfering with the orderly sale and distribution of the securities being offered pursuant to such Registration Statement or qualification. In the event the number is to be so limited in the Underwritten Offering, qualification or registration, a sufficient number of securities shall be eliminated to reduce the total amount of securities to be included in such Underwritten Offering, qualification or registration to the amount recommended by such underwriter. In reducing the amount of securities to be included in such Underwritten Offering, qualification or registration, the Company will include in such Underwritten Offering, qualification or registration (A) first, all securities the Company proposes to sell, and (B) second, to the extent not inconsistent with the Stock Purchase Agreement or the Securities Purchase Agreement dated as of November 13, 1995 by and among the Company, Partners I and Parallel I, as amended, and all documents related thereto, all Registrable Common Shares Beneficially Owned by Holders requested to be included in the managing underwriter(s) advises Underwritten Offering, qualification or registration and Common Shares requested to be included by other holders of Common Shares who have registration rights in respect thereof pari passu with the Company in writing that in its opinion registration rights granted hereby, reduced pro rata according to the number of securities Registrable Common Shares or Common Shares which are Beneficially Owned by Holders and each such other holder, as the case may be, and requested to be included in such registration exceeds or qualification in good faith with the number which can be sold in an orderly manner in such offering within a price range acceptable to bona fide intention of selling the Company, the same. (ii) The Company shall include in such registration the number which can be so sold in the following order of priority: first, the securities use its best efforts to be sold for the account of the Company, second, enable the Registrable Securities requested Common Shares of Holders, if inclusion in a registration or qualification and related Underwritten Offering is properly requested, to be included in such registration (pro rata among the Holder(s) of such Registrable Securities on the basis of the number of shares of Common Stock owned by each such Holder), or qualification and third, any other securities requested to be included in such registrationUnderwritten Offering. (ii) If a Piggyback Offering is an Underwritten Offering on behalf of holders of the Company’s equity securities who are not Holders of Registrable Securities (“Other Holders”), and the managing underwriter(s) advises the Company in writing that in its opinion the number of equity securities requested to be included in such Piggyback Offering exceeds the number which can be sold in an orderly manner in such offering within a price range acceptable to the Other Holders, the Company shall include in such registration the number which can be so sold in the following order of priority: first, the securities requested to be included therein by the Other Holders requesting such registration, second, the Registrable Securities requested to be included in such registration (pro rata among the Holder(s) of such Registrable Securities on the basis of the number of shares of Common Stock owned by each such Holder) and third, other securities requested to be included in such registration. (iii) If, as a result of the proration provisions of this Section 2(c), any Holder shall not be entitled to include all Registrable Securities in a Piggyback Offering that such Holder has requested be included, such Holder may elect to withdraw its request to include Registrable Securities in such Piggyback Offering or may reduce the number requested to be included; provided, however, that (A) such request must be made in writing prior to commencement of marketing activities in connection with such Piggyback Offering and (B) such withdrawal shall be irrevocable and, after making such withdrawal, such Holder shall no longer have any right to include Registrable Securities in the Piggyback Offering as to which such withdrawal was made.

Priority on Registrations. (ia) If a Piggyback Offering is an Underwritten Offering on behalf of the Company, and the managing underwriter(s) underwriter advises the Company that the inclusion of any Restricted Shares would have a material adverse effect on any offering then contemplated by the Company pursuant to Section 2.2, the Company will be obligated to include in writing that in its opinion the relevant registration statement, as to each Shareholder, only a portion of the Restricted Shares such Shareholder has requested be registered equal to the ratio which such Shareholder's requested Restricted Shares bears to the total number of securities Restricted Shares requested to be included in such registration exceeds the number which can statement by all Shareholders who have requested that their Restricted Shares be sold in an orderly manner in such offering within a price range acceptable to the Company, the Company shall include included in such registration the number which can be so sold statement, in the following order case of priority: first, Shareholders exercising rights under Section 2.2 hereof. It is acknowledged by the Shareholders that pursuant to the foregoing sentence the securities to be sold for the account of the Company, second, the Registrable Securities requested to be included in such registration statement shall be allocated (pro rata among x) if such registration has been initiated by the Holder(s) of such Registrable Securities on the basis of the number of shares of Common Stock owned by each such Holder), and third, any other Company for securities requested to be included in such registration. (ii) If a Piggyback Offering is an Underwritten Offering on behalf of holders of offered by the Company’s equity securities who are not Holders of Registrable Securities (“Other Holders”), and the managing underwriter(s) advises first to the Company in writing that in its opinion the number of equity securities requested and second to be included in Shareholders exercising their piggyback right pursuant to Section 2.2 hereof and (y) if such Piggyback Offering exceeds the number which can be sold in an orderly manner in registration has been initiated by Requesting Shareholders requesting a Demand Registration, first to such offering within a price range acceptable Requesting Shareholders, second to the Other Holders, the Company shall include in such registration the number which can be so sold in the following order of priority: first, the securities requested if it exercises its piggyback right pursuant to Section 2.1(b) hereof and third to all other shareholders requesting Restricted Shares to be included therein by the Other Holders requesting such registration, second, the Registrable Securities requested pursuant to be included in such registration (pro rata among the Holder(s) of such Registrable Securities on the basis of the number of shares of Common Stock owned by each such Holder) and third, other securities requested to be included in such registration. (iii) Section 2.2. If, as a result of the proration provisions of this Section 2(c2.4(a), any Holder Shareholder shall not be entitled to include all Registrable Securities of its Restricted Shares in a Piggyback Offering registration that such Holder Shareholder has requested to be so included, such Holder Shareholder may elect to withdraw its such Shareholder's request to include Registrable Securities Restricted Shares in such Piggyback Offering or registration statement. (b) No Shareholder may reduce participate in any registration statement hereunder unless such Shareholder completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements, and other documents reasonably required under the number requested to be includedterms of such underwriting arrangements, including an opinion of its counsel; provided, however, that (A) no such request must Shareholder shall be made in writing prior required to commencement of marketing activities make any representations or warranties in connection with any such Piggyback Offering registration other than representations and warranties as to (i) such Shareholder's ownership of its Restricted Shares to be sold or transferred free and clear of all liens, claims, and encumbrances, (ii) such Shareholder's power and authority to effect such transfer, and (Biii) such withdrawal shall matters pertaining to compliance with securities laws as may be irrevocable and, after making such withdrawal, such Holder shall no longer have any right to include Registrable Securities in the Piggyback Offering as to which such withdrawal was madereasonably requested.

Priority on Registrations. (i) If a Piggyback Offering Registration is an Underwritten Offering underwritten registration on behalf of the Company, and the managing underwriter(s) advises underwriters advise the Company in writing that in its their opinion the number of securities requested to be included in such registration exceeds the number which can be sold in an orderly manner in such offering within a price range acceptable to without adversely affecting the Companymarketability of the offering, then the Company shall be required to include in such the registration only that number of Registrable Securities that the managing underwriter believes should be included therein; and no persons or entities other than the Company and other persons or entities holding registration rights senior to or on parity with the registration rights granted pursuant to this Agreement shall be permitted to include securities in the offering. If the number which can be so sold in the following order of priority: first, the securities to be sold for the account of the Company, second, the Registrable Securities requested to be included in the offering in accordance with the foregoing is less than the total number of shares which the holders of Registrable Securities have requested to be included, then the holders of Registrable Securities who have requested registration and other holders of securities entitled to include them in such registration (shall participate in the registration pro rata among the Holder(s) of such Registrable Securities on the basis of the number based upon their total ownership of shares of Common Stock owned by each such Holder), and third, any other securities requested to be included in such registration. (ii) If a Piggyback Offering is an Underwritten Offering on behalf of holders of the Company’s equity securities who are not Holders of Registrable Securities (“Other Holders”), and the managing underwriter(s) advises the Company in writing that in its opinion the number of equity securities requested to be included in such Piggyback Offering exceeds the number which can be sold in an orderly manner in such offering within a price range acceptable giving effect to the Other Holders, the Company shall include in such registration the number which can be so sold in the following order of priority: first, the securities requested to be included therein by the Other Holders requesting such registration, second, the Registrable Securities requested to be included in such registration (pro rata among the Holder(s) of such Registrable Securities on the basis of the number of shares of conversion into Common Stock owned by each such Holder) and third, other of all securities requested to be included in such registration. (iii) If, as a result of the proration provisions of this Section 2(cconvertible thereinto), . If any Holder shall not holder would thus be entitled to include all Registrable Securities in a Piggyback Offering that more securities than such Holder has requested be included, such Holder may elect to withdraw its request to include Registrable Securities in such Piggyback Offering or may reduce the number holder requested to be included; providedregistered, however, that (Athe excess shall be allocated among other requesting holders pro rata in the manner described in the preceding sentence. Each holder shall be permitted to withdraw all or any part its Registrable Securities from a registration requested pursuant to this Section 2(c) such request must be made in writing by written notice to the Company given at any time prior to commencement two (2) business days prior to the effective date of marketing activities in connection with the registration statement relating to such Piggyback Offering and (B) such withdrawal shall be irrevocable and, after making such withdrawal, such Holder shall no longer have any right to include Registrable Securities in the Piggyback Offering as to which such withdrawal was maderegistration.

Priority on Registrations. (i) If a Piggyback Offering is an Underwritten Offering on behalf of the Company, and the managing underwriter(s) underwriter advises the Company in writing that in its opinion the number of securities requested to be included in such registration exceeds the number which can be sold in an orderly manner in such offering within a price range acceptable to the Company, the Company shall include in such registration the number which can be so sold in the following order of priority: first, the securities to be sold for the account of the Company, second, the Registrable Securities requested to be included in such registration (pro rata among the Holder(s) of such Registrable Securities on the basis of the number of shares of Common Stock owned by each such Holder), and third, any other securities requested to be included in such registration. (ii) If a Piggyback Offering is an Underwritten Offering on behalf of holders of the Company’s equity securities who are not Holders of Registrable Securities (“Other Holders”), and the managing underwriter(s) advises the Company in writing that in its opinion the number of equity securities requested to be included in such Piggyback Offering a registration for which rights have been requested pursuant to Section 3.2 by all Persons (including the Company) exceeds the number of shares which can be sold in an orderly manner in such offering within without causing a price range acceptable to the Other HoldersMaterial Adverse Effect, the Company shall will be obligated to include in such registration only (i) first, any and all equity securities for sale by the number Company, (ii) second, to the extent of any remaining Registrable Shares which can may be so sold in such offering without causing a Material Adverse Effect, each other Holder shall be entitled to include any and all Registrable Shares Beneficially Owned by such Holder in the following order registration (pro rata based on the total number of priority: firstsuch Registrable Shares Beneficially Owned by each such Holder), and (iii) third, to the extent of any remaining equity securities which the Company is advised may be sold in such offering without causing a Material Adverse Effect, pro rata among any other Persons holding equity securities requested to be included therein pursuant to any other registration rights that may have been, or may hereafter be, granted by the Other Holders requesting such registration, second, Company (on the Registrable Securities requested to be included in such registration (pro rata among basis of the Holder(stotal number of equity securities that each holder thereof Beneficially Owns) of such Registrable Securities on the basis of the number of shares equity securities of Common Stock owned the Company Beneficially Owned by each such Holder) and third, other securities requested to be included in such registration. (iii) If, Person. If as a result of the proration provisions of this Section 2(c), 3.2.2 any Holder shall not be entitled to include all Registrable Securities Shares in a Piggyback Offering registration that such Holder has requested to be so included, such Holder may elect to withdraw its such Holder's request to include Registrable Securities Shares in such Piggyback Offering or registration statement. No Holder may reduce participate in any registration statement hereunder unless such Holder (x) agrees to sell such Holder's Registrable Shares on the number requested to be includedbasis provided in any underwriting arrangements approved by the Company and (y) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements, and other documents, each in customary form, reasonably required under the terms of such underwriting arrangements; provided, however, that (A) no such request must Holder shall be made in writing prior required to commencement of marketing activities make any representations or warranties in connection with any such Piggyback Offering registration other than representations and warranties as to (i) such Holder's ownership of his or its Registrable Shares to be sold or transferred free and clear of all liens, claims, and encumbrances, (ii) such Holder's power and authority to effect such transfer, and (Biii) such withdrawal matters pertaining to such Person's compliance with securities laws as may be reasonably requested; provided further, however, that the obligation of such Holder to indemnify pursuant to any such underwriting arrangements shall be irrevocable andseveral, after making such withdrawal, and the liability of each such Holder shall no longer have any right will be in proportion to, and provided further that such liability will be limited to, the net amount received by such Holder from the sale of his or its Registrable Shares pursuant to include Registrable Securities in the Piggyback Offering as to which such withdrawal was maderegistration.

Priority on Registrations. (i) If a Piggyback Offering is an Underwritten Offering on behalf of the Company, and the managing underwriter(s) underwriter advises the Company that the inclusion of Registrable Shares requested to be included in writing that the Registration Statement would cause a Material Adverse Effect, the Company will be obligated to include in its opinion such registration statement, as to each Requesting Holder, only a portion of the shares such Holder has requested be registered equal to the ratio which such Holder's requested shares bears to the total number of securities shares requested to be included in such registration exceeds the number which can be sold in an orderly manner in such offering within a price range acceptable statement by all Persons (including Requesting Holders) who have requested (pursuant to the Company, the Company shall include in such contractual registration the number which can be so sold in the following order of priority: first, the securities to be sold for the account of the Company, second, the Registrable Securities requested to rights) that their shares be included in such registration (pro rata among the Holder(s) of such Registrable Securities on the basis of the number of shares of Common Stock owned by each such Holder), and third, any other securities requested to be included in such registration. (ii) statement. If a Piggyback Offering is an Underwritten Offering on behalf of holders of the Company’s equity securities who are not Holders of Registrable Securities (“Other Holders”), and the managing underwriter(s) advises the Company in writing that in its opinion the number of equity securities requested to be included in such Piggyback Offering exceeds the number which can be sold in an orderly manner in such offering within a price range acceptable to the Other Holders, the Company shall include in such registration the number which can be so sold in the following order of priority: first, the securities requested to be included therein by the Other Holders requesting such registration, second, the Registrable Securities requested to be included in such registration (pro rata among the Holder(s) of such Registrable Securities on the basis of the number of shares of Common Stock owned by each such Holder) and third, other securities requested to be included in such registration. (iii) If, as a result of the proration provisions of this Section 2(c), 2.2.2 any Holder shall not be entitled to include all Registrable Securities Shares in a Piggyback Offering registration that such Holder has requested to be so included, such Holder may elect to withdraw its such Holder's request to include Registrable Securities Shares in such Piggyback Offering or registration statement. No Person may reduce participate in any registration statement hereunder unless such Person (x) agrees to sell such person's Registrable Shares on the number requested to be includedbasis provided in any underwriting arrangements approved by the Company and (y) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents, each in customary form, reasonably required under the terms of such underwriting arrangements; provided, however, that (A) no such request must Person shall be made in writing prior required to commencement of marketing activities make any representations or warranties in connection with any such Piggyback Offering registration other than representations and warranties as to (i) such Person's ownership of his or its Registrable Shares to be sold or transferred free and clear of all liens, claims, and encumbrances, (ii) such Person's power and authority to effect such transfer, and (Biii) such withdrawal matters pertaining to compliance with securities laws as may be reasonably requested; provided, further, however, that the obligation of such Person to indemnify pursuant to any such underwriting arrangements shall be irrevocable andseveral, after making not joint and several, among such withdrawalPersons selling Registrable Shares, and the liability of each such Holder shall no longer have any right Person will be in proportion to, and provided, further, that such liability will be limited to, the net amount received by such Person from the sale of his or its Registrable Shares pursuant to include Registrable Securities in the Piggyback Offering as to which such withdrawal was maderegistration.

Priority on Registrations. (i) If a Piggyback Offering is an Underwritten Offering on behalf of the Company, and the managing underwriter(s) underwriter advises the Company in writing that in its opinion the number of Shares requested to be included in the registration by all Persons (including the Company) exceeds the number of Shares which can be sold in such offering without having a Material Adverse Effect on such offering, including, without limitation, the price at which such securities can be sold (the "Maximum Offering Size"), the Company will be obligated to include in such registration only (i) first, (x) if such registration was initiated by the Company for the sale of Shares for its own account, any and all Shares for sale by the Company, or (y) if such registration was initiated by any Holder or Holders pursuant to any Demand Request, any and all Shares for sale by the Requesting Holders pursuant to such Demand Request, (ii) second, if such registration was not initiated by the Company for the sale of Shares for its own account, to the extent of any remaining Shares which may be sold in such offering, without exceeding the Maximum Offering Size, any Shares for sale by the Company, (iii) third, to the extent of any remaining Shares which may be sold in such offering without exceeding the Maximum Offering Size, each other Holder and Permitted Third-Party Holder shall be entitled to include any and all Shares held by such holders in the registration (pro rata based on the total number of such Shares requested to be included in such registration exceeds by each such holder), and (iv) fourth, to the number extent of any remaining Shares which can may be sold in an orderly manner in such offering within a price range acceptable to without exceeding the CompanyMaximum Offering Size, the Company shall include in such registration the number which can be so sold in the following order of priority: first, the securities to be sold for the account of the Company, second, the Registrable Securities pro rata among any other Shares requested to be included in such pursuant to any other registration rights, except for those of Permitted Third Party Holders, that may have been, or may hereafter be, granted by the Company (pro rata among the Holder(s) of such Registrable Securities on the basis of the total number of shares of Common Stock owned by Shares that each such Holder), and third, any other securities requested holder requests to be included in such registration. ). No Person may participate in any registration under this Section 1.2 unless such Person (iix) If a Piggyback Offering is an Underwritten Offering on behalf of holders of the Company’s equity securities who are not Holders of Registrable Securities (“Other Holders”), and the managing underwriter(s) advises the Company in writing that in its opinion the number of equity securities requested agrees to be included in sell such Piggyback Offering exceeds the number which can be sold in an orderly manner in such offering within a price range acceptable to the Other Holders, the Company shall include in such registration the number which can be so sold in the following order of priority: first, the securities requested to be included therein by the Other Holders requesting such registration, second, the Registrable Securities requested to be included in such registration (pro rata among the Holder(s) of such Registrable Securities Person's Shares on the basis of provided in any underwriting arrangements approved by the number of shares of Common Stock owned by each such Holder) and third, other securities requested to be included in such registration. (iii) If, as a result of the proration provisions of this Section 2(c), any Holder shall not be entitled to include all Registrable Securities in a Piggyback Offering that such Holder has requested be included, such Holder may elect to withdraw its request to include Registrable Securities in such Piggyback Offering or may reduce the number requested to be included; provided, however, that (A) such request must be made in writing prior to commencement of marketing activities in connection with such Piggyback Offering Company and (By) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents required under the terms of such withdrawal shall be irrevocable and, after making such withdrawal, such Holder shall no longer have any right to include Registrable Securities in the Piggyback Offering as to which such withdrawal was madeunderwriting arrangements.

Priority on Registrations. (i) If a Piggyback Offering is an Underwritten Offering on behalf of the Company, and the managing underwriter(s) advises the Company in writing that in its opinion the number of securities requested to be included in such registration exceeds the number which can be sold in an orderly manner in such offering within a price range acceptable to the Company, the Company shall include in such registration the number which can be so sold in the following order of priority: first, the securities to be sold for the account of the Company, second, the Registrable Securities requested to be included in such registration (pro rata among the Holder(s) of such Registrable Securities on the basis of the number of shares of Common Stock owned by each such Holder), and third, any other securities requested to be included in such registration. (ii) If a Piggyback Offering is an Underwritten Offering on behalf of holders of the Company’s equity securities who are not Other Holders of Registrable Securities (“Other Holders”), and the managing underwriter(s) advises the Company in writing that in its opinion the number of equity securities requested to be included in such Piggyback Offering exceeds the number which can be sold in an orderly manner in such offering within a price range acceptable to the Other Holders, the Company shall include in such registration the number which can be so sold in the following order of priority: first, the securities requested to be included therein by the Other Holders requesting such registration, second, the Registrable Securities requested to be included in such registration (pro rata among the Holder(s) of such Registrable Securities on the basis of the number of shares of Common Stock owned by each such Holder) and third, other securities requested to be included in such registration. (iii) If, as a result of the proration provisions of this Section 2(c), any Holder shall not be entitled to include all Registrable Securities in a Piggyback Offering that such Holder has requested be included, such Holder may elect to withdraw its request to include Registrable Securities in such Piggyback Offering or may reduce the number requested to be included; provided, however, that (A) such request must be made in writing prior to commencement of marketing activities in connection with such Piggyback Offering and (B) such withdrawal shall be irrevocable and, after making such withdrawal, such Holder shall no longer have any right to include Registrable Securities in the Piggyback Offering as to which such withdrawal was made.

Priority on Registrations. If the managing underwriter advises the Company that the inclusion of Registrable Shares would cause a Material Adverse Effect, the Company will be obligated to include in such registration statement the Registrable Shares of the Holders in sequence, in accordance with the following: (ia) If a Piggyback Offering is in the case of an Underwritten Offering on behalf of offering by the Company for its own account, (A) first, any and all securities for sale by the Company, (B) second, Registrable Shares requested to be included in such registration by the HMC Group, pro rata based on the ratio which such requested Registrable Shares from each Holder who is a member of the HMC Group bears to the total number of Registrable Shares requested to be included in such registration statement by Holders who are members of the HMC Group, (C) third, Registrable Shares requested to be included in such registration by the other Holders, pro rata based on the ratio which such requested Registrable Shares bears to the total number of Registrable Shares requested to be included in such registration statement by such Holders, and (D) fourth, securities requested to be included in such registration statement pursuant to any other registration rights that may have been, or may hereafter be, granted by the managing underwriter(s) advises Company, pro rata based on the Company in writing that in its opinion ratio which such requested securities bears to the total number of securities requested to be included in such registration exceeds statement by all other Persons; (b) in the number which can be sold in case of an orderly manner in such offering within a price range acceptable to the Company, by the Company shall include in such registration the number which can be so sold in the following order of priority: first, the securities to be sold for the account of any of its securityholders (other than the CompanyHolders) of any class of equity security pursuant to the exercise of demand registration rights by such securityholders, second(A) first, securities requested to be registered by any such securityholder pursuant to the exercise of such demand registration rights and Registrable Securities Shares requested to be included in such registration (by the HMC Group, pro rata among the Holder(s) of such Registrable Securities based on the basis of ratio which such requested securities bears to the total number of shares of Common Stock owned by each such Holder), and third, any other securities requested to be included in such registration. registration statement by the Persons exercising such demand and the HMC Group, (iiB) If a Piggyback Offering is an Underwritten Offering second, Registrable Shares requested to be registered by the other Holders, pro rata based on behalf the ratio which such requested Registrable Shares bears to the total number of holders Registrable Shares requested to be registered by such Holders, and (C) third, securities for the account of the Company’s equity securities who are not Holders of Registrable Securities (“Other Holders”), and the managing underwriter(s) advises the Company in writing that in its opinion the number of equity securities requested to be included in such Piggyback Offering exceeds the number which can be sold in an orderly manner in such offering within a price range acceptable to the Other Holders, the Company shall include in such registration the number which can be so sold in the following order of priority: first, the securities requested to be included therein by the Other Holders requesting such registration, second, the Registrable Securities requested to be included in such registration (pro rata among the Holder(s) of such Registrable Securities on the basis of the number of shares of Common Stock owned by each such Holder) and third, other securities requested to be included in such registration. (iii) If, . If as a result of the proration provisions of this Section 2(c), 3.2.2 any Holder shall not be entitled to include all Registrable Securities Shares in a Piggyback Offering registration that such Holder has requested to be so included, such Holder may elect to withdraw its such Holder's request to include Registrable Securities Shares in such Piggyback Offering or registration statement; and (c) notwithstanding the other provisions of this Section 3.2.2, the provisions of Section 3.1.4(b) shall apply as to the Xxxxxxxxx Priority Shares. No Person may reduce participate in any registration statement hereunder unless such Person (i) agrees to sell such person's Registrable Shares on the number requested to be includedbasis provided in any underwriting arrangements approved by the Company and (ii) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements, and other documents reasonably required under the terms of such underwriting arrangements; provided, however, that (A) no such request must Person shall be made in writing prior required to commencement of marketing activities make any representations or warranties in connection with any such Piggyback Offering registration other than representations and warranties as to (i) such Person's ownership of his or its Registrable Shares to be sold or transferred free and clear of all liens, claims, and encumbrances, (ii) such Person's power and authority to effect such transfer, and (Biii) such withdrawal matters pertaining to compliance with securities laws as may be reasonably requested; provided, further, that the obligation of such Person to indemnify pursuant to any such underwriting arrangements shall be irrevocable andseveral, after making not joint and several, among such withdrawalPersons selling Registrable Shares, and the liability of each such Holder shall no longer have any right Person will be in proportion to, and provided further that such liability will be limited to, the net amount received by such Person from the sale of his or its Registrable Shares pursuant to include Registrable Securities in the Piggyback Offering as to which such withdrawal was maderegistration.

Priority on Registrations. (i) If a Piggyback Offering is an Underwritten Offering on behalf of the Company, and the managing underwriter(s) advises underwriter or underwriters of a Registration advise the Company in writing that in its or their opinion the number of securities requested Registrable Shares proposed to be included sold in such registration Registration (including Common Shares in connection with a Synthetic Secondary Transaction) exceeds the number which can be sold, or adversely affects the price at which the Registrable Shares or Common Shares, as the case may be, are to be sold, in such offering, the Company will include in such Registration only the number of Registrable Shares (or related Common Shares to be sold in an orderly manner a Synthetic Secondary Transaction) which, in the opinion of such underwriter or underwriters, can be sold in such offering within without such adverse effect. To the extent such Registration includes Registrable Shares (or related Common Shares to be sold in a price range acceptable Synthetic Secondary Transaction) of more than one Holder, the Registrable Shares (or related Common Shares to be sold in a Synthetic Secondary Transaction) so included in such Registration shall be apportioned as follows: (a) In the case of a Company Initiated Registration, allocations shall be made: first, to the Company, the Company shall include in such registration the number which can be so sold in the following order of priority: first, the securities to be sold for the account of the Company, ; second, to the Piggyback Holders exercising their right to participate in a Piggyback Underwritten Offering with any cutbacks applied on a pro rata basis among the Holders based on the total number of Registrable Securities Shares requested to be included by such Holders (including Common Shares in connection with a Synthetic Secondary Transaction) as compared to the total number of shares requested to be included by all such Holders in such Registration; and third, to all other holders exercising piggyback registration rights that have been granted by the Company, with any cutbacks applied on a pro rata basis among each other or as they may otherwise agree in writing. (b) In the case of a Demand Registration, allocations shall be made: first, to the Holders (including the Piggyback Holders), with any cutbacks applied pro rata among the Holder(s) of such Registrable Securities Holders based on the total number of Registrable Shares requested to be included by such Holders as compared to the total number of shares requested to be included by all such Holders in such Registration; second, to all other holders exercising piggyback registration rights granted by the Company, with any cutbacks applied on a pro rata basis of among such other holders or as they may otherwise agree in writing; and third, to the Company; provided, however, that if the Demanding Holder is an Accenture Demand Holder or an Apax Demand Holder, and such cutbacks cause the number of shares of Common Stock owned held by each such Holder), and third, any other securities requested to be the Demanding Holder included in such registration. Registration (iiincluding Common Shares in connection with a Synthetic Secondary Transaction) If a Piggyback Offering is an Underwritten Offering on behalf of holders to be less than 50% of the Company’s equity securities who are not Holders total number of Registrable Securities (“Other Holders”), and the managing underwriter(s) advises the Company in writing that in its opinion the number of equity securities requested to be included in such Piggyback Offering exceeds the number which can be sold in an orderly manner in such offering within a price range acceptable to the Other Holders, the Company shall include in such registration the number which can be so sold in the following order of priority: first, the securities Shares requested to be included therein by such Demanding Holder, such request shall not count toward the Other aggregate limit of two Demand Registrations pursuant to Section 2.02(c), if applicable, that may be made by the Accenture Demand Holder or Apax Demand Holder, as applicable, pursuant to Section 2.02(a). (c) In the case of a registration initiated by any Person (other than the Company or a Demand Holder) exercising demand registration rights granted hereafter by the Company (if any), allocations shall be made: first, to the Holders, with any cutbacks applied pro rata among the Holders requesting based on the total number of Registrable Shares requested to be included by such registration, Holders as compared to the total number of shares requested to be included by all such Holders in such Registration; second, to such initiating Person and to any other holders exercising pari passu registration rights that have been granted by the Registrable Securities requested Company allocated as such Persons have agreed among themselves; third, to the Company, with any cutbacks applied on a basis based on the total number of shares proposed to be included in such Registration by the Company; and fourth, to all other holders exercising piggyback registration (rights granted by the Company, with any cutbacks applied on a pro rata basis among the Holder(s) of such Registrable Securities on the basis of the number of shares of Common Stock owned by each such Holder) and third, other securities requested to be included holders or as they may otherwise agree in such registrationwriting. (iii) If, as a result of the proration provisions of this Section 2(c), any Holder shall not be entitled to include all Registrable Securities in a Piggyback Offering that such Holder has requested be included, such Holder may elect to withdraw its request to include Registrable Securities in such Piggyback Offering or may reduce the number requested to be included; provided, however, that (A) such request must be made in writing prior to commencement of marketing activities in connection with such Piggyback Offering and (B) such withdrawal shall be irrevocable and, after making such withdrawal, such Holder shall no longer have any right to include Registrable Securities in the Piggyback Offering as to which such withdrawal was made.

Priority on Registrations. (i) If a Piggyback Offering is an Underwritten Offering on behalf of the Companyin any Registration, and the managing underwriter(s) advises underwriter or underwriters thereof advise the Company in writing that that, in its opinion or their reasonable opinion, or, in the case of Registration not being underwritten, the Company shall reasonably determine that, after consultation with an investment banking firm of nationally recognized standing, the total number of securities proposed to be sold in such Registration exceeds the number that can be sold in such offering without having a material adverse effect on the success of the offering (including any impact on the selling price or the number of shares that any participant may sell), the Company shall include in such Registration only the number of securities that, in the reasonable opinion of such underwriter or underwriters or investment banking firm, as the case may be, can be sold without having a material adverse effect on the success of the offering, in the following order of priority: (i) if the Company is registering securities pursuant to a demand made by any person having demand registration rights (pursuant to this Agreement or otherwise), (A) first, the securities the person or persons making such demand proposes to sell in such registration, (B) second, the securities requested to be included in such Registration by the Company or by any other person or entity granted piggyback registration rights (pursuant to this Agreement or otherwise), except to the extent that the piggyback registration rights granted to such person provide that securities to be included by the Company or by any other holder of piggyback registration rights shall have priority over the securities to be included by such person, and (C) third, the securities requested to be included in such Registration by any person granted piggyback registration rights, the terms of which provide that securities to be included by the Company or by any other holder of piggyback registration rights shall have priority over the securities to be included by such person; (ii) in any other event, (A) first, the securities the Company proposes to sell in such registration, (B) second, the securities requested to be included in such registration exceeds the number which can be sold in an orderly manner in such offering within a price range acceptable by any person or entity granted piggyback registration rights (pursuant to this Agreement or otherwise), except to the Company, extent that the piggyback registration rights granted to such person provide that securities to be included by the Company or by any other holder of piggyback registration rights shall include in such registration the number which can be so sold in the following order of priority: first, have priority over the securities to be sold for the account of the Companyincluded by such person, secondand (C) third, the Registrable Securities requested to be included in such registration (pro rata among the Holder(s) of such Registrable Securities on the basis of the number of shares of Common Stock owned by each such Holder), and third, any other securities requested to be included in such registration. Registration by any person granted piggyback registration rights, the terms of which provide that securities to be included by the Company or by any other holder of piggyback registration rights shall have priority over the securities to be included by such person. To the extent that the privilege of including securities in any Registration must be allocated among the parties pursuant to clauses (ii) If a Piggyback Offering is an Underwritten Offering on behalf of holders of the Company’s equity securities who are not Holders of Registrable Securities (“Other Holders”i)(B), and (i)(C), (ii)(B) or (ii)(C) above, the managing underwriter(s) advises the Company in writing that in its opinion allocation shall be made pro rata based on the number of equity securities that each such participant shall have requested to be included in such Piggyback Offering exceeds the number which can be sold in an orderly manner in such offering within a price range acceptable to the Other Holders, the Company shall include in such registration the number which can be so sold in the following order of priority: first, the securities requested to be included therein by the Other Holders requesting such registration, second, the Registrable Securities requested to be included in such registration (pro rata among the Holder(s) of such Registrable Securities on the basis of the number of shares of Common Stock owned by each such Holder) and third, other securities requested to be included in such registrationtherein. (iii) If, as a result of the proration provisions of this Section 2(c), any Holder shall not be entitled to include all Registrable Securities in a Piggyback Offering that such Holder has requested be included, such Holder may elect to withdraw its request to include Registrable Securities in such Piggyback Offering or may reduce the number requested to be included; provided, however, that (A) such request must be made in writing prior to commencement of marketing activities in connection with such Piggyback Offering and (B) such withdrawal shall be irrevocable and, after making such withdrawal, such Holder shall no longer have any right to include Registrable Securities in the Piggyback Offering as to which such withdrawal was made.

Priority on Registrations. (ia) If a Piggyback Offering is an Underwritten Offering on behalf of Notwithstanding anything to the Companycontrary in this Agreement, and subject to Section 2.3(b), if the managing underwriter(s) advises of a registered offering of Registrable Securities advise(s) the Company in writing that in its reasonable opinion the number of securities requested to be included in such any registration pursuant to this Article 2 exceeds the number which can be sold in an orderly manner in without adversely affecting the price, timing or distribution of the securities offered or on the marketability of such offering within (including an adverse effect on the per share offering price) (a price range acceptable to the Company“Cutback Event”), the Company shall will include in such registration or prospectus only such number of securities of the number which Holders that in the reasonable opinion of such managing underwriter(s) can be so sold in the following order of priority: without causing a Cutback Event, which securities will be allocated as follows: (i) for Demand Registrations, first, an equal number of the securities Registrable Securities of the members of the Stockholder Group that issued a Demand Request for registration of their Registrable Securities pursuant to Section 2.1 (except with respect to a registration of Registrable Securities of United (or a United Designee) or NewCo, as the case may be, effected in connection with the delivery of Registrable Securities pursuant to Section 2.8 of the NewCo Loan Agreement or Section 2.4(b)(ii)(1) or (2) of the SAR, in which case all of, and only, the Registrable Securities of United (or a United Designee) or NewCo, as the case may be, shall be included) and the members of the Stockholder Group that did not issue the Demand Request for registration of their Registrable Securities pursuant to Section 2.1, and second, any Registrable Securities proposed to be sold registered by the Company or any other Person; and (ii) for the account of Piggyback Registrations pursuant to Section 2.2, first, Registrable Securities proposed to be registered by the Company, second, the Registrable Securities of any Holders (or members of such Holders’ Stockholder Group) who have requested registration of their Registrable Securities pursuant to be included in such registration (Section 2.2, pro rata among the Holder(s) of such Registrable Securities on the basis of their respective ownership interest in the number Company at the time of shares of Common Stock owned by each such Holder), the offering and third, any other securities requested Registrable Securities proposed to be included in such registrationregistered by any other Person. (ii) If a Piggyback Offering is an Underwritten Offering on behalf of holders of the Company’s equity securities who are not Holders of Registrable Securities (“Other Holders”), and the managing underwriter(s) advises the Company in writing that in its opinion the number of equity securities requested to be included in such Piggyback Offering exceeds the number which can be sold in an orderly manner in such offering within a price range acceptable to the Other Holders, the Company shall include in such registration the number which can be so sold in the following order of priority: first, the securities requested to be included therein by the Other Holders requesting such registration, second, the Registrable Securities requested to be included in such registration (pro rata among the Holder(s) of such Registrable Securities on the basis of the number of shares of Common Stock owned by each such Holder) and third, other securities requested to be included in such registration. (iii) If, as a result of the proration provisions of this Section 2(c), any Holder shall not be entitled to include all Registrable Securities in a Piggyback Offering that such Holder has requested be included, such Holder may elect to withdraw its request to include Registrable Securities in such Piggyback Offering or may reduce the number requested to be included; provided, however, that (A) such request must be made in writing prior to commencement of marketing activities in connection with such Piggyback Offering and (B) such withdrawal shall be irrevocable and, after making such withdrawal, such Holder shall no longer have any right to include Registrable Securities in the Piggyback Offering as to which such withdrawal was made.

Priority on Registrations. (i) If a Piggyback Offering Registration is an Underwritten Offering on behalf of the Companyunderwritten registration, and the managing underwriter(s) advises underwriters advise the Company in writing that (with a copy to each party hereto requesting registration of OSI Stockholder Shares) that, in its opinion their opinion, the number of securities requested to be included in such registration exceeds the number which can be sold in an orderly manner in such offering within a price range acceptable to without adversely affecting the Companymarketability of such offering, the Company shall will include in such registration the number which can be so sold in the following order of priority(1) with respect to a primary registration: (a) first, the securities that the Company proposes to be sold for the account of the Companysell, and (b) second, the Registrable Securities OSI Stockholder Shares requested to be included in such registration (pursuant to this Section 6 together with any other holders of securities to whom registration rights may hereafter be granted, pro rata among the Holder(s) of such Registrable Securities holders thereof on the basis of the number of OSI Stockholder Shares or other securities owned by each such holder, and (2) with respect to a secondary registration: (a) first, the shares of capital stock of the Company of any stockholder exercising his, her or its right to include his, her or its shares of Common Stock owned by each such Holder)in a Demand Registration, and third, any other securities requested to be included in such registration. (iib) If a Piggyback Offering is an Underwritten Offering on behalf of holders of the Company’s equity securities who are not Holders of Registrable Securities (“Other Holders”), and the managing underwriter(s) advises the Company in writing that in its opinion the number of equity securities requested to be included in such Piggyback Offering exceeds the number which can be sold in an orderly manner in such offering within a price range acceptable to the Other Holders, the Company shall include in such registration the number which can be so sold in the following order of priority: first, the securities requested to be included therein by the Other Holders requesting such registration, second, the Registrable Securities OSI Stockholder Shares requested to be included in such registration (pursuant to this Section 6 together with any other holders of securities to whom registration rights may hereafter be granted, pro rata among the Holder(s) of such Registrable Securities holders thereof on the basis of the number of shares of Common Stock OSI Stockholder Shares or other securities owned by each such Holder) and third, other securities requested to be included in such registration. (iii) holder . If, as a result of the proration provisions of this Section 2(c6(c), any Holder OSI Stockholder shall not be entitled to include all Registrable Securities OSI Stockholder Shares in a Piggyback Offering Registration that such Holder OSI Stockholder has requested to be included, such Holder OSI Stockholder may elect to withdraw its his request to include Registrable Securities its OSI Stockholder Shares in such Piggyback Offering or may reduce the number requested to be includedregistration (a "Withdrawal Election"); provided, however, provided that (A) such request must a Withdrawal Election shall be made in writing prior to commencement the effectiveness of marketing activities in connection with such Piggyback Offering the related registration statement and (B) such withdrawal shall be irrevocable and, after making such withdrawala Withdrawal Election, such Holder an OSI Stockholder shall no longer have any right to include Registrable Securities its OSI Stockholder Shares in the Piggyback Offering registration as to which such withdrawal Withdrawal Election was made.

Priority on Registrations. (a) Notwithstanding the foregoing, if the Shares requested to be included in the Proposed Registration pursuant to Section 2.2 hereof by the Shareholder differ from the type of securities proposed to be registered by the Company and the managing underwriter advises the Company that due to such differences the inclusion of such Shares would materially and adversely affect the price or success of the offering (a "Material Adverse Effect"), then (i) If a Piggyback Offering is an Underwritten Offering on behalf of the Company, and the managing underwriter(s) advises the Company in writing that in its opinion the number of the Shareholder' Shares to be included in the registration statement shall be reduced to an amount which, in the judgment of the managing underwriter, would eliminate such Material Adverse Effect or (ii) if no such reduction would, in the judgment of the managing underwriter, eliminate such Material Adverse Effect, then the Company shall have the right to exclude all such Shares from such registration statement provided no other securities of such type are included and offered for the account of any other person in such registration statement. Any partial reduction in the number of Shares to be included in the registration statement pursuant to clause (i) of the immediately preceding sentence shall be effected pro rata based on the ratio which the Shareholder's requested Shares bears to the total number of Shares requested to be included in such registration exceeds the number which can statement by all other persons who have requested that their Shares be sold in an orderly manner included in such offering within registration statement. (b) If the Shares requested to be included in the registration statement are of the same type as the securities being registered by the Company and the managing underwriter advises the Company that the inclusion of such Shares would cause a price range acceptable to the CompanyMaterial Adverse Effect, the Company shall will be obligated to include in such registration statement, as to the number which can be so sold in Shareholder (subject to the following order of priority: firstpriority rules set forth below), the greater of (i) that portion of the Shares the Shareholder has requested be registered which the managing underwriter believes may be included (together with only securities to be sold for offered by the account Company) without causing a Material Adverse Effect, or (ii) that portion of the Company, second, Shares the Registrable Securities Shareholder has requested to be registered equal to the ratio which the Shareholder's requested Shares bears to the total number of Shares requested to be included in such registration statement by all other persons (pro rata among other than (i) the Holder(sCompany, if such registration has been initiated by the Company for securities to be offered by the Company or (ii) of the Shareholder, if such Registrable Securities on the basis of the number of shares of Common Stock owned registration has been initiated by each such Holder), and third, any other securities it pursuant to Section 2.1 hereof) who have requested to that their Shares be included in such registration. (ii) If a Piggyback Offering registration statement. It is an Underwritten Offering on behalf of holders of acknowledged by the Company’s equity securities who are not Holders of Registrable Securities (“Other Holders”), and the managing underwriter(s) advises the Company in writing Shareholder that in its opinion the number of equity securities requested to be included in such Piggyback Offering exceeds the number which can be sold in an orderly manner in such offering within a price range acceptable pursuant to the Other Holders, the Company shall include in such registration the number which can be so sold in the following order of priority: firstforegoing provision, the securities requested to be included therein by the Other Holders requesting such registration, second, the Registrable Securities requested to be included in such registration shall be allocated (pro rata among A) if the Holder(sCompany initiates the Proposed Registration (either unilaterally or pursuant to the exercise of demand registration rights by any other third party), (1) of first, to the Company or such Registrable Securities on other third party exercising demand registration rights, (2) second, to the basis of Shareholder (in accordance with the number of shares of Common Stock owned by each such Holder) and third, other securities requested above described ratio if all Shares proposed to be included in such registration. the Proposed Registration cannot be so included) and (iii3) Ifthird, to all other persons requesting securities to be included therein (in accordance with the above described ratio if all Shares proposed to be included in the Proposed Registration cannot be so included) and (B) if the Shareholder exercises a right to cause a Demand Registration, (1) first, to the Shareholder and (2) second, to all other persons requesting securities to be included therein (in accordance with the above described ratio if all Shares proposed to be included in the Proposed Registration cannot be so included). If as a result of the proration provisions of this Section 2(c), any Holder 2.3(b) the Shareholder shall not be entitled to include all Registrable Securities of its Shares in a Piggyback Offering registration that such Holder the Shareholder has requested to be so included, such Holder the Shareholder may elect to withdraw its the Shareholder's request to include Registrable Securities Shares in such Piggyback Offering or registration statement. The Shares that are excluded from the underwritten public offering pursuant to the preceding sentence shall be withheld from the market by the Shareholder for a period, not to exceed one hundred eighty (180) calendar days from the closing of such underwritten public offering, that the managing underwriter(s) determines as necessary in order to effect such underwritten public offering. In granting any future registration rights the Company will include the priority of registration herein. (c) The Shareholder may reduce not participate in any registration statement hereunder unless the number requested to be includedShareholder completes, executes and delivers all questionnaires, powers of attorney, indemnities, underwriting agreements, and other documents reasonably required under the terms of such underwriting arrangements, including an opinion of its counsel; provided, however, that (A) such request must the Shareholder shall not be made in writing prior required to commencement of marketing activities make any representations or warranties in connection with any such Piggyback Offering registration other than representations and warranties as to (i) the Shareholder's ownership of its Shares to be sold or transferred free and clear of all liens, (ii) the Shareholder's power and authority to effect such transfer, and (Biii) such withdrawal shall matters pertaining to compliance with securities laws as may be irrevocable and, after making such withdrawal, such Holder shall no longer have any right to include Registrable Securities in the Piggyback Offering as to which such withdrawal was madereasonably requested.

Priority on Registrations. (i) If a Piggyback Offering is an Underwritten Offering on behalf of the Company, and the managing underwriter(s) advises underwriter or underwriters of a Registration advise the Company in writing that in its or their opinion the number of securities requested Registrable Shares proposed to be included sold in such registration Registration exceeds the number which can be sold, or adversely affects the price at which the Registrable Shares are to be sold, in such offering, the Company will include in such Registration only the number of Registrable Shares which, in the opinion of such underwriter or underwriters, can be sold in an orderly manner in such offering within without such adverse effect. To the extent such Registration includes Registrable Shares of more than one Holder, the Registrable Shares so included in such Registration shall be apportioned as follows: (a) In the case of a price range acceptable Company initiated Registration, allocations shall be made: first, to the Company; second, to the Company shall include Piggyback Holders exercising their right to participate in a Piggyback Underwritten Offering with any cutbacks applied on a pro rata basis among the participating Holders based on the total number of Registrable Shares included by such Holders as compared to the total number of shares included by all Holders in such Registration; and third, to all other Holders exercising piggyback registration rights that have been granted by the number which can Company, with any cutbacks applied on a pro rata basis among such other Holders or as they may otherwise agree in writing. (b) In the case of a Demand Registration or any shelf takedown pursuant to Section 6.3(b), allocations shall be so sold in the following order of prioritymade: first, to the securities Holders, with any cutbacks applied pro rata among the Holders based on the total number of Registrable Shares requested to be sold for included by such Holders as compared to the account total number of shares requested to be included by all Holders in such Registration; second, to all other Holders exercising piggyback registration rights granted by the Company, with any cutbacks applied on a pro rata basis among such other Holders or as they may otherwise agree in writing; and third, to the Company. (c) In the case of a Registration initiated by any Person (other than the Company or a Demand Holder) exercising demand registration rights granted hereafter by the Company (if any), allocations shall be made: first, to the Holders, with any cutbacks applied pro rata among the Holders based on the total number of Registrable Shares requested to be included by such Holders as compared to the total number of shares requested to be included by all Holders in such Registration; second, to such initiating Person and to any other Holders exercising pari passu registration rights that have been granted by the Registrable Securities requested Company allocated as such Persons have agreed among themselves; third, to the Company and to the Piggyback Holders exercising their right to participate in a Piggyback Underwritten Offering, with any cutbacks applied on a pro rata basis based on the total number of shares proposed to be included in such Registration by the Company or such Piggyback Holders; and fourth, to all other Holders exercising piggyback registration (rights granted by the Company, with any cutbacks applied on a pro rata basis among the Holder(s) of such Registrable Securities on the basis of the number of shares of Common Stock owned by each such Holder), and third, any other securities requested to be included Holders or as they may otherwise agree in such registrationwriting. (ii) If a Piggyback Offering is an Underwritten Offering on behalf of holders of the Company’s equity securities who are not Holders of Registrable Securities (“Other Holders”), and the managing underwriter(s) advises the Company in writing that in its opinion the number of equity securities requested to be included in such Piggyback Offering exceeds the number which can be sold in an orderly manner in such offering within a price range acceptable to the Other Holders, the Company shall include in such registration the number which can be so sold in the following order of priority: first, the securities requested to be included therein by the Other Holders requesting such registration, second, the Registrable Securities requested to be included in such registration (pro rata among the Holder(s) of such Registrable Securities on the basis of the number of shares of Common Stock owned by each such Holder) and third, other securities requested to be included in such registration. (iii) If, as a result of the proration provisions of this Section 2(c), any Holder shall not be entitled to include all Registrable Securities in a Piggyback Offering that such Holder has requested be included, such Holder may elect to withdraw its request to include Registrable Securities in such Piggyback Offering or may reduce the number requested to be included; provided, however, that (A) such request must be made in writing prior to commencement of marketing activities in connection with such Piggyback Offering and (B) such withdrawal shall be irrevocable and, after making such withdrawal, such Holder shall no longer have any right to include Registrable Securities in the Piggyback Offering as to which such withdrawal was made.

Priority on Registrations. If (i) If a Piggyback Offering is an Underwritten Offering on behalf of the Companyin any underwritten offering, and the managing underwriter(s) advises underwriter or underwriters shall advise the Company in writing that writing, or (ii) in any other offering, the Company in its opinion reasonable business judgment believes that the number inclusion of securities Registrable Shares requested to be included in such registration exceeds the number which can be sold in an orderly manner in such offering within any Incidental Registration would cause a price range acceptable to the CompanyMaterial Adverse Effect, then the Company shall be required to include in such registration Incidental Registration, to the number which can be so sold extent of the amount that the managing underwriter or underwriters shall advise the Company in writing in the following order case of priority: an underwritten offering, or that the Company in its reasonable business judgment believes may be sold without causing such adverse effect, first, all of the securities to be sold offered for the account of the Company, ; second, the Registrable Securities requested Shares to be included in such registration (offered for the account of the Holders pursuant to this Section 2.3, pro rata among the Holder(s) of such Registrable Securities based on the basis of the number of shares of Common Stock owned by Registrable Shares each such Holder proposed to offer pursuant to such Incidental Registration; third, securities that are to be offered on behalf of a securityholder (other than a Holder), ) pursuant to the exercise of a demand registration right; and thirdfourth, any other securities requested to be included in such registration. offering; provided, however, that in the event of a Converted Registration, the Company and the Holders shall have first priority and the Registrable Shares to be offered for the account of the Holders pursuant to such Converted Registration shall be pro rata based on (i) the number of Registrable Shares owned by each such Holder (with pro-ration amongst Holders based on the number of Registrable Shares each such Holder proposed to offer pursuant to the Converted Registration) plus (ii) If a Piggyback Offering is an Underwritten Offering on behalf of holders of the Company’s equity securities who are not Holders of Registrable Securities (“Other Holders”), and the managing underwriter(s) advises the Company in writing that in its opinion the number of equity securities requested to be included in such Piggyback Offering exceeds the number which can be sold in an orderly manner in such offering within a price range acceptable to the Other Holders, the Company shall include in such registration the number which can be so sold in the following order of priority: first, the securities requested to be included therein by the Other Holders requesting such registration, second, the Registrable Securities requested to be included in such registration (pro rata among the Holder(s) of such Registrable Securities on the basis of the number of shares of Common Stock owned by each such Holder) and third, other securities requested proposed to be included in such registration. (iii) If, offered by the Company. If as a result of the proration provisions of this Section 2(c), 2.3 any Holder shall not be entitled to include all Registrable Securities Shares in a Piggyback Offering registration that such Holder has requested to be so included, such Holder may elect to withdraw its such Holder’s request to include Registrable Securities Shares in such Piggyback Offering or registration statement. No Person may reduce participate in any registration statement hereunder unless such Person (x) agrees to sell such person’s Registrable Shares on the number requested to be includedbasis provided in any underwriting arrangements approved by the Company and (y) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents, each in customary form, reasonably required under the terms of such underwriting arrangements; provided, however, that (A) no such request must Person shall be made in writing prior required to commencement of marketing activities make any representations or warranties in connection with any such Piggyback Offering registration other than representations and warranties as to (i) such Person’s ownership of his or its Registrable Shares to be sold or transferred free and clear of all liens, claims, and encumbrances, (ii) such Person’s power and authority to effect such transfer, and (Biii) such withdrawal matters pertaining to compliance with securities laws as may be reasonably requested; provided, further, however, that the obligation of such Person to indemnify pursuant to any such underwriting arrangements shall be irrevocable andseveral, after making not joint and several, among such withdrawalPersons selling Registrable Shares, and the liability of each such Holder Person shall no longer have any right be in proportion to, and shall be limited to, the net amount received by such Person from the sale of his or its Registrable Shares pursuant to include Registrable Securities in the Piggyback Offering as to which such withdrawal was maderegistration.

Priority on Registrations. (ia) If a Piggyback Offering the registration subject to this Section 3.2 is to be accomplished through an Underwritten Offering on behalf underwritten sale, the Registrable Shares requested to be included in the registration statement by any Holder differ from the type of securities proposed to be registered by the Company, and the managing underwriter(s) underwriter advises the Company in writing that that, in its opinion reasonable opinion, due to such differences the inclusion of such Registrable Shares would cause a Material Adverse Effect, then (i) the number of such Holder's or Holders' Registrable Shares to be included in the registration statement shall be reduced to an amount which, in the reasonable judgment of the managing underwriter, would eliminate such Material Adverse Effect or (ii) if no such reduction would, in the reasonable judgment of the managing underwriter, eliminate such Material Adverse Effect, then the Company shall have the right to exclude all such Registrable Shares from such registration statement provided no other securities of such type are included and offered for the account of any other Person in such registration statement. Any partial reduction in the number of Registrable Shares to be included in the registration statement pursuant to clause (i) of the immediately preceding sentence shall be effected pro rata based on the ratio which such Holder's requested shares bears to the total number of shares requested to be included in such registration exceeds the number which can be sold in an orderly manner statement by all Persons (including Requesting Holders) who have requested (pursuant to contractual registration rights) to include, or who otherwise have been permitted to include, their shares in such offering within a price range acceptable registration statement. (b) If the registration subject to this Section 3.2 is to be accomplished through an underwritten sale, the Registrable Shares requested to be included in the registration statement are of the same type as the securities being registered by the Company, and the managing underwriter advises the Company shall in writing that, in its reasonable opinion, the inclusion of such Registrable Shares would cause a Material Adverse Effect, the Company will be obligated to include in such registration the number which can be so sold in the following order of priority: firststatement, the securities as to be sold for the account each Requesting Holder, only a portion of the Company, second, shares such Holder has requested be registered equal to the Registrable Securities ratio which such Holder's requested shares bears to the total number of shares requested to be included in such registration statement by all Persons (pro rata among including Requesting Holders but excluding the Holder(sCompany) of such Registrable Securities on the basis of the number of shares of Common Stock owned by each such Holder)who have requested (pursuant to contractual registration rights) to include, and thirdor who have been permitted to include their shares, any other securities requested to be included in such registrationregistration statement. (iic) If a Piggyback Offering is an Underwritten Offering on behalf of holders of the Company’s equity securities who are not Holders of Registrable Securities (“Other Holders”), and the managing underwriter(s) advises the Company in writing that in its opinion the number of equity securities requested to be included in such Piggyback Offering exceeds the number which can be sold in an orderly manner in such offering within a price range acceptable to the Other Holders, the Company shall include in such registration the number which can be so sold in the following order of priority: first, the securities requested to be included therein by the Other Holders requesting such registration, second, the Registrable Securities requested to be included in such registration (pro rata among the Holder(s) of such Registrable Securities on the basis of the number of shares of Common Stock owned by each such Holder) and third, other securities requested to be included in such registration. (iii) If, as a result of the proration provisions of this Section 2(c), 3.2.2 any Holder shall not be entitled to include all Registrable Securities Shares in a Piggyback Offering registration that such Holder has requested to be so included, such Holder may elect to withdraw its such Holder's request to include Registrable Securities Shares in such Piggyback Offering or may reduce the number requested to be included; provided, however, that (A) such request must be made in writing prior to commencement of marketing activities in connection with such Piggyback Offering and (B) such withdrawal shall be irrevocable and, after making such withdrawal, such Holder shall no longer have any right to include Registrable Securities in the Piggyback Offering as to which such withdrawal was maderegistration statement.

Priority on Registrations. (i) If a Piggyback Offering is Registration relates to an Underwritten Offering on behalf of the Companyunderwritten primary offering for a Company Registration, and the managing underwriter(s) lead underwriter advises the Company in writing that in its reasonable opinion the number of securities requested to be included in such registration exceeds the number which that can be sold in an orderly manner in without adversely affecting the marketability of such offering within a price range acceptable to (including an adverse effect on the Companyper share offering price), the Company shall will include in such registration or prospectus only such number of securities that in the number which reasonable opinion of such underwriter can be sold without adversely affecting the marketability of the offering (including an adverse effect on the per share offering price), which securities will be so sold included in the following order of priority: (i) first, the securities shares of Common Stock the Company proposes to be sold for the account of the Companysell, and (ii) second, if there is any additional availability after full satisfaction of clause (i) above, shares of Common Stock (including Registrable Securities) of any investors (including the Registrable Securities Investors Group) who have requested registration of their securities pursuant to be included in such contractual piggyback registration rights (including pursuant to Section 4.2(a)), pro rata among the Holder(s) of such Registrable Securities on the basis of the aggregate number of such securities or shares of Common Stock owned by each such Holder), and third, any other securities requested to be included in such registrationinvestor. (ii) If a Piggyback Offering is Registration relates to an Underwritten Offering on behalf of holders of the Company’s equity securities who are not Holders of Registrable Securities (“Other Holders”)underwritten offering for a Shareholder Registration, and the managing underwriter(s) lead underwriter advises the Company in writing that in its reasonable opinion the number of equity securities requested to be included in such Piggyback Offering registration exceeds the number which that can be sold in an orderly manner in without adversely affecting the marketability of such offering within a price range acceptable to (including an adverse effect on the Other Holdersper share offering price), the Company shall will include in such registration or prospectus only such number of securities that in the number which reasonable opinion of such underwriter can be sold without adversely affecting the marketability of the offering (including an adverse effect on the per share offering price), which securities will be so sold included in the following order of priority: (i) first, the securities requested shares of Common Stock to be included therein by the Other Holders requesting such registrationinvestor that exercised its demand rights with respect to the Shareholder Registration, and (ii) second, if there is any additional availability after full satisfaction of clause (i) above, shares of Common Stock (including Registrable Securities) of any other investors (including the Registrable Securities Investors Group) who have requested registration of their securities pursuant to be included in such contractual piggyback registration rights (including pursuant to Section 4.2(a)), pro rata among the Holder(s) of such Registrable Securities on the basis of the aggregate number of such securities or shares of Common Stock owned by each such Holder) and third, other securities requested to be included in such registrationinvestor. (iii) If, as a result of the proration provisions of this Section 2(c), any Holder shall not be entitled to include all Registrable Securities in a Piggyback Offering that such Holder has requested be included, such Holder may elect to withdraw its request to include Registrable Securities in such Piggyback Offering or may reduce the number requested to be included; provided, however, that (A) such request must be made in writing prior to commencement of marketing activities in connection with such Piggyback Offering and (B) such withdrawal shall be irrevocable and, after making such withdrawal, such Holder shall no longer have any right to include Registrable Securities in the Piggyback Offering as to which such withdrawal was made.

Priority on Registrations. (i) If a Piggyback Offering is Registration relates to an Underwritten Offering on behalf of the Companyunderwritten primary offering for a Company Registration, and the managing underwriter(s) lead underwriter advises the Company in writing that in its reasonable opinion the number of securities requested to be included in such registration exceeds the number which that can be sold in an orderly manner in without adversely affecting the marketability of such offering within a price range acceptable to (including an adverse effect on the Companyper share offering price), the Company shall will include in such registration or prospectus only such number of securities that in the number which reasonable opinion of such underwriter can be sold without adversely affecting the marketability of the offering (including an adverse effect on the per share offering price), which securities will be so sold included in the following order of priority: (i) first, the securities shares of Common Stock the Company proposes to be sold for the account of the Companysell, and (ii) second, if there is any additional availability after full satisfaction of clause (i) above, shares of Common Stock (including Registrable Securities) of any investor (including the Registrable Securities Shareholders) that have requested registration of its securities pursuant to be included in such contractual piggyback registration rights (including pursuant to Section 4.2(a)), pro rata among the Holder(s) of such Registrable Securities on the basis of the aggregate number of such securities or shares of Common Stock owned by each such Holder), and third, any other securities requested to be included in such registrationinvestor. (ii) If a Piggyback Offering is Registration relates to an Underwritten Offering on behalf of holders of the Company’s equity securities who are not Holders of Registrable Securities (“Other Holders”)underwritten offering for a Shareholder Registration, and the managing underwriter(s) lead underwriter advises the Company in writing that in its reasonable opinion the number of equity securities requested to be included in such Piggyback Offering registration exceeds the number which that can be sold in an orderly manner in without adversely affecting the marketability of such offering within a price range acceptable to (including an adverse effect on the Other Holdersper share offering price), the Company shall will include in such registration or prospectus only such number of securities that in the number which reasonable opinion of such underwriter can be sold without adversely affecting the marketability of the offering (including an adverse effect on the per share offering price), which securities will be so sold included in the following order of priority: (i) first, the securities requested shares of Common Stock to be included therein by the Other Holders requesting such registrationinvestor that exercised its demand rights with respect to the Shareholder Registration, and (ii) second, if there is any additional availability after full satisfaction of clause (i) above, shares of Common Stock (including Registrable Securities) of any other investors (including the Registrable Securities Shareholders) that have requested registration of their securities pursuant to be included in such contractual piggyback registration rights (including pursuant to Section 4.2(a)) and (iii) third, if there is any additional availability after full satisfaction of clauses (i) and (ii) above, shares of Common Stock the Company proposes to sell, pro rata among the Holder(s) of such Registrable Securities on the basis of the aggregate number of such securities or shares of Common Stock owned by each such Holder) and third, other securities requested to be included in such registrationinvestor. (iii) If, as a result of the proration provisions of this Section 2(c), any Holder shall not be entitled to include all Registrable Securities in a Piggyback Offering that such Holder has requested be included, such Holder may elect to withdraw its request to include Registrable Securities in such Piggyback Offering or may reduce the number requested to be included; provided, however, that (A) such request must be made in writing prior to commencement of marketing activities in connection with such Piggyback Offering and (B) such withdrawal shall be irrevocable and, after making such withdrawal, such Holder shall no longer have any right to include Registrable Securities in the Piggyback Offering as to which such withdrawal was made.

Priority on Registrations. (ia) If a Piggyback Offering is an Underwritten Offering on behalf of Notwithstanding anything to the Companycontrary in this Agreement, and subject to Section 2.3, if the managing underwriter(s) advises of a registered offering of Registrable Securities advise(s) the Company in writing that in its reasonable opinion the number of securities requested to be included in such any registration statement pursuant to this Article 2 exceeds the number which can be sold in an orderly manner in without adversely affecting the price, timing or distribution of the securities offered or on the marketability of such offering within (including an adverse effect on the per share offering price) (a price range acceptable to the Company“Cutback Event”), the Company shall will include in such registration or prospectus only such number of securities of the number which Holder that in the reasonable opinion of such managing underwriter(s) can be so sold in the following order of priority: without causing a Cutback Event, which securities will be allocated as follows: (i) for Demand Registrations, first, any Registrable Securities of the securities Holder and its Shareholder Group set forth in a Demand Request for registration of their Registrable Securities pursuant to Section 2.1, and second, any Registrable Securities proposed to be sold registered by the Company or any other Person; and (ii) for the account of Piggyback Registrations pursuant to Section 2.2, first, Registrable Securities proposed to be registered by the Company, second, the Registrable Securities of the Holder (or members of such Holder’s Shareholder Group) who have requested registration of their Registrable Securities pursuant to be included in such registration (Section 2.2, pro rata among the Holder(s) of such Registrable Securities on the basis of their respective ownership interest in the number Company at the time of shares of Common Stock owned by each such Holder), the offering and third, any other securities requested Registrable Securities proposed to be included in such registrationregistered by any other Person. (ii) If a Piggyback Offering is an Underwritten Offering on behalf of holders of the Company’s equity securities who are not Holders of Registrable Securities (“Other Holders”), and the managing underwriter(s) advises the Company in writing that in its opinion the number of equity securities requested to be included in such Piggyback Offering exceeds the number which can be sold in an orderly manner in such offering within a price range acceptable to the Other Holders, the Company shall include in such registration the number which can be so sold in the following order of priority: first, the securities requested to be included therein by the Other Holders requesting such registration, second, the Registrable Securities requested to be included in such registration (pro rata among the Holder(s) of such Registrable Securities on the basis of the number of shares of Common Stock owned by each such Holder) and third, other securities requested to be included in such registration. (iii) If, as a result of the proration provisions of this Section 2(c), any Holder shall not be entitled to include all Registrable Securities in a Piggyback Offering that such Holder has requested be included, such Holder may elect to withdraw its request to include Registrable Securities in such Piggyback Offering or may reduce the number requested to be included; provided, however, that (A) such request must be made in writing prior to commencement of marketing activities in connection with such Piggyback Offering and (B) such withdrawal shall be irrevocable and, after making such withdrawal, such Holder shall no longer have any right to include Registrable Securities in the Piggyback Offering as to which such withdrawal was made.

Priority on Registrations. If the Registrable Shares requested to be included in the registration statement by the Holder differ from the type of securities proposed to be registered by the Company and the managing underwriter advises the Company that due to such differences the inclusion of such Registrable Shares would have a Material Adverse Effect, then (i) If a Piggyback Offering is an Underwritten Offering on behalf of the Company, and the managing underwriter(s) advises the Company in writing that in its opinion the number of the Holder's Registrable Shares to be included in the registration statement shall be reduced to an amount which, in the judgment of the managing underwriter, would eliminate such Material Adverse Effect or (ii) if no such reduction would, in the judgment of the managing underwriter, eliminate such Material Adverse Effect, then the Company shall have the right to exclude all such Registrable Shares from such registration statement provided no other securities of such type are included and offered for the account of any other person in such registration statement. Any partial reduction in the number of Registrable Shares to be included in the registration statement pursuant to clause (i) of the immediately preceding sentence shall be effected PRO RATA based on the ratio which the Holder's requested shares bears to the total number of shares requested to be included in such registration exceeds the number which can statement by all persons who have requested that their shares be sold in an orderly manner included in such offering within registration statement. If the Registrable Shares requested to be included in the registration statement are of the same type as the securities being registered by the Company and the managing underwriter advises the Company that the inclusion of such Registrable Shares would cause a price range acceptable to the CompanyMaterial Adverse Effect, the Company shall will be obligated to include in such registration statement, as to the number which can be so sold in the following order of priority: firstHolder, the securities to be sold for the account only a portion of the Company, second, shares the Registrable Securities Holder has requested be registered equal to the ratio which the Holder's requested shares bears to the total number of shares requested to be included in such registration statement by all persons (pro rata among other than the Holder(s) of Company, if such Registrable Securities on registration has been initiated by the basis of Company for securities to be offered by the number of Company who have requested that their shares of Common Stock owned by each such Holder), and third, any other securities requested to be included in such registration. (ii) If a Piggyback Offering registration statement. It is an Underwritten Offering on behalf of holders of acknowledged by the Company’s equity securities who are not Holders of Registrable Securities (“Other Holders”), Company and the managing underwriter(s) advises the Company in writing Holder, that in its opinion the number of equity securities requested to be included in such Piggyback Offering exceeds the number which can be sold in an orderly manner in such offering within a price range acceptable pursuant to the Other Holders, the Company shall include in such registration the number which can be so sold in the following order of priority: firstforegoing provision, the securities requested to be included therein by the Other Holders requesting such registration, second, the Registrable Securities requested to be included in such registration shall be allocated (pro rata among x) first, to the Holder(sCompany, if such registration has been initiated by the Company for securities to be offered by the Company, (y) of second, to securities offered by persons exercising their right to cause a demand registration, if such Registrable Securities on the basis of the number of shares of Common Stock owned by each such Holderregistration is a demand registration and (z) and third, to the Holder and all other persons requesting securities requested to be included therein in such registration. (iii) If, accordance with the above described ratio. If as a result of the proration provisions of this Section 2(c), any 1.2.2 the Holder shall not be entitled to include all Registrable Securities in a Piggyback Offering registration that such the Holder has requested to be so included, such the Holder may elect to withdraw its request to include Registrable Securities Shares in such Piggyback Offering or registration statement. No person may reduce participate in any registration statement hereunder unless such person (x) agrees to sell such person's Registrable Shares on the number requested to be includedbasis provided in any underwriting arrangements approved by the Company and (y) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements, and other documents reasonably required under the terms of such underwriting arrangements; provided, however, that (A) no such request must person shall be made in writing prior required to commencement of marketing activities make any representations or warranties in connection with any such Piggyback Offering registration other than representations and warranties as to (i) such person's ownership of its Registrable Shares to be sold or transferred free and clear of all liens, claims, and encumbrances, (ii) such person's power and authority to effect such transfer, and (Biii) such withdrawal matters pertaining to compliance with securities laws as may be reasonably requested; provided further, however, that the obligation of such person to indemnify pursuant to any such underwriting arrangements shall be irrevocable andseveral, after making not joint and several, among such withdrawalpersons selling Registrable Shares, and the liability of each such person will be in proportion to, and provided further that such liability will be limited to, the net amount received by such person from the sale of its Registrable Shares pursuant to such registration. The Holder shall be entitled to exercise its right to have its Registrable Shares included in a registration statement only on two separate occasions and thereafter the Holder shall no longer have any right rights, and the Company shall no longer have any obligations to include Registrable Securities in the Piggyback Offering as to which such withdrawal was madeHolder, under Section 1.2.

Priority on Registrations. (i) If a any Piggyback Offering is Registration shall be an Underwritten Offering on behalf underwritten offering, the right of the Company, and the managing underwriter(s) advises the Company in writing that in its opinion the number of securities requested any Holder's Registrable Stock to be included in such registration exceeds Piggyback Registration shall be conditioned upon such Holder's participation in such underwriting and the inclusion of such Holder's Registrable Stock in the underwriting to the extent provided herein Notwithstanding any other provision of this Agreement, if the managing underwriter determines in good faith that marketing factors require a limitation of the number which can of shares to be sold underwritten, then the managing underwriter may exclude shares (including Registrable Stock) from the registration and the underwriting, and the number of shares that may be included in an orderly manner the registration and the underwriting will be allocated: (i) in such offering within the case of a price range acceptable to the Company, registration initiated by the Company shall include in such registration for the number which can be so sold in the following order purpose of priority: first, the registering securities to be sold for by the account of Company, first, to the Company, second, to any party which as of the date hereof has a contractual right to participate in such registration to the extent such party's currently existing contractual arrangements prohibit the Company from allowing the Holders of Registrable Securities requested Stock to participate pro rata with such party in such registration, third to the Holders of Registrable Stock, and fourth, to all other persons requesting that securities be included in such registration; and (ii) in the case of a registration initiated by the Company for the purpose of registering securities to be sold by security holders of the Company, first, to any party which has exercised its contractual right to require that the Company initiate such registration, second, to any party which as of the date hereof has a contractual right to participate in such registration to the extent such party's currently existing contractual arrangements prohibit the Company from allowing the Holders of Registrable Stock to participate pro rata with such party in such registration, third to the Holders of Registrable Stock, and fourth, to all other persons requesting that securities be included in such registration. Within the category for the allocation of securities to be included in the registration/underwriting to which Holders of Registrable Stock are assigned, such registration (Holders will participate pro rata among the Holder(s) of such Registrable Securities on the basis of the number of shares of Common Stock owned by each that such Holder), and third, any other securities Holders have requested (consistent with their contractual rights) to be included in such the registration. (ii) . If a Piggyback Offering is an Underwritten Offering on behalf of holders Holder disapproves of the Company’s equity securities who are not Holders terms of Registrable Securities (“Other Holders”), and the managing underwriter(s) advises the Company in writing that in its opinion the number of equity securities requested to be included in any such Piggyback Offering exceeds the number which can be sold in an orderly manner in such offering within a price range acceptable to the Other Holders, the Company shall include in such registration the number which can be so sold in the following order of priority: first, the securities requested to be included therein by the Other Holders requesting such registration, second, the Registrable Securities requested to be included in such registration (pro rata among the Holder(s) of such Registrable Securities on the basis of the number of shares of Common Stock owned by each such Holder) and third, other securities requested to be included in such registration. (iii) If, as a result of the proration provisions of this Section 2(c), any Holder shall not be entitled to include all Registrable Securities in a Piggyback Offering that such Holder has requested be includedunderwriting, such Holder may elect to withdraw its request therefrom by written notice to include the Company and the managing underwriter. Any Registrable Securities in Stock excluded or withdrawn from such Piggyback Offering or may reduce the number requested to be included; provided, however, that (A) such request must be made in writing prior to commencement of marketing activities in connection with such Piggyback Offering and (B) such withdrawal underwriting shall be irrevocable and, after making such withdrawal, such Holder shall no longer have any right to include Registrable Securities in excluded and withdrawn from the Piggyback Offering as to which such withdrawal was maderegistration.

Priority on Registrations. (i) If a Piggyback Offering is an Underwritten Offering on behalf of the Company, and the managing underwriter(s) underwriter advises the Company that the inclusion of Registrable Shares requested to be included in writing that the Registration Statement would cause a Material Adverse Effect, the Company will be obligated to include in its opinion such registration statement, as to each Requesting Holder, only a portion of the shares such Holder has requested be registered equal to the ratio which such Holder's requested shares bears to the total number of securities shares requested to be included in such registration exceeds the number which can be sold in an orderly manner in such offering within a price range acceptable statement by all Persons (including Requesting Holders) who have requested (pursuant to the Company, the Company shall include in such contractual registration the number which can be so sold in the following order of priority: first, the securities to be sold for the account of the Company, second, the Registrable Securities requested to rights) that their shares be included in such registration (pro rata among the Holder(s) of such Registrable Securities on the basis of the number of shares of Common Stock owned by each such Holder), and third, any other securities requested to be included in such registration. (ii) statement. If a Piggyback Offering is an Underwritten Offering on behalf of holders of the Company’s equity securities who are not Holders of Registrable Securities (“Other Holders”), and the managing underwriter(s) advises the Company in writing that in its opinion the number of equity securities requested to be included in such Piggyback Offering exceeds the number which can be sold in an orderly manner in such offering within a price range acceptable to the Other Holders, the Company shall include in such registration the number which can be so sold in the following order of priority: first, the securities requested to be included therein by the Other Holders requesting such registration, second, the Registrable Securities requested to be included in such registration (pro rata among the Holder(s) of such Registrable Securities on the basis of the number of shares of Common Stock owned by each such Holder) and third, other securities requested to be included in such registration. (iii) If, as a result of the proration provisions of this Section 2(c), 2.2.2 any Holder shall not be entitled to include all Registrable Securities Shares in a Piggyback Offering registration that such Holder has requested to be so included, such Holder may elect to withdraw its such Holder's request to include Registrable Securities Shares in such Piggyback Offering or registration statement. No Person may reduce participate in any registration statement hereunder unless such Person (x) agrees to sell such person's Registrable Shares on the number requested to be includedbasis provided in any underwriting arrangements approved by the Company and (y) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements, and other documents, each in customary form, reasonably required under the terms of such underwriting arrangements; provided, however, that (A) no such request must Person shall be made in writing prior required to commencement of marketing activities make any representations or warranties in connection with any such Piggyback Offering registration other than representations and warranties as to (i) such Person's ownership of his or its Registrable Shares to be sold or transferred free and clear of all liens, claims, and encumbrances, (ii) such Person's power and authority to effect such transfer, and (Biii) such withdrawal matters pertaining to compliance with securities laws as may be reasonably requested; provided further, however, that the obligation of such Person to indemnify pursuant to any such underwriting arrangements shall be irrevocable andseveral, after making not joint and several, among such withdrawalPersons selling Registrable Shares, and the liability of each such Holder shall no longer have any right Person will be in proportion to, and provided further that such liability will be limited to, the net amount received by such Person from the sale of his or its Registrable Shares pursuant to include Registrable Securities in the Piggyback Offering as to which such withdrawal was maderegistration.

Priority on Registrations. If the Registrable Shares requested to be included in the registration statement by any Holder differ from the type of securities proposed to be registered by the Company and the managing underwriter advises the Company that due to such differences the inclusion of such Registrable Shares would cause a Material Adverse Effect, then (i) If a Piggyback Offering is an Underwritten Offering on behalf of the Company, and the managing underwriter(s) advises the Company in writing that in its opinion the number of such Holder's or Holders' Registrable Shares to be included in the registration statement shall be reduced to an amount which, in the judgment of the managing underwriter, would eliminate such Material Adverse Effect or (ii) if no such reduction would, in the judgment of the managing underwriter, eliminate such Material Adverse Effect, then the Company shall have the right to exclude all such Registrable Shares from such registration statement provided no other securities of such type are included and offered for the account of any other Person in such registration statement. Any partial reduction in number of Registrable Shares to be included in the registration statement pursuant to clause (i) of the immediately preceding sentence shall be effected pro rata based on the ratio which such Holder's requested shares bears to the total number of shares requested to be included in such registration exceeds the number which can statement by all Persons who have requested that their shares be sold in an orderly manner included in such offering within registration statement. If the Registrable Shares requested to be included in the registration statement are of the same type as the securities being registered by the Company and the managing underwriter advises the Company that the inclusion of such Registrable Shares would cause a price range acceptable to the CompanyMaterial Adverse Effect, the Company shall will be obligated to include in such registration the number which can be so sold in the following order of priority: firststatement, the securities as to be sold for the account each Holder, only a portion of the Company, second, shares such Holder has requested be registered equal to the Registrable Securities ratio which such Holder's requested shares bears to the total number of shares requested to be included in such registration (pro rata among the Holder(s) of such Registrable Securities on the basis of the number of statement by all Persons who have requested that their shares of Common Stock owned by each such Holder), and third, any other securities requested to be included in such registration. (ii) If a Piggyback Offering is an Underwritten Offering on behalf of holders of the Company’s equity securities who are not Holders of Registrable Securities (“Other Holders”), and the managing underwriter(s) advises the Company in writing that in its opinion the number of equity securities requested to be included in such Piggyback Offering exceeds the number which can be sold in an orderly manner in such offering within a price range acceptable to the Other Holders, the Company shall include in such registration the number which can be so sold in the following order of priority: first, the securities requested to be included therein by the Other Holders requesting such registration, second, the Registrable Securities requested to be included in such registration (pro rata among the Holder(s) of such Registrable Securities on the basis of the number of shares of Common Stock owned by each such Holder) and third, other securities requested to be included in such registration. (iii) If, statement. If as a result of the proration provisions of this Section 2(c), 3.2.2 any Holder shall not be entitled to include all Registrable Securities in a Piggyback Offering registration that such Holder has requested to be so included, such Holder may elect to withdraw its such Holder's request to include Registrable Securities Shares in such Piggyback Offering or registration statement. No Person may reduce participate in any registration statement hereunder unless such Person (x) agrees to sell such person's Registrable Shares on the number requested to be includedbasis provided in any underwriting arrangements approved by the Company and (y) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements, and other documents reasonably required under the terms of such underwriting arrangements; provided, however, that (A) no such request must Person shall be made in writing prior required to commencement of marketing activities make any representations or warranties in connection with any such Piggyback Offering registration other than representations and warranties as to (Bi) such withdrawal shall Person's ownership of his or its Registrable Shares to be irrevocable andsold or transferred free and clear of all liens, after making claims, and encumbrances, (ii) such withdrawal, such Holder shall no longer have any right Person's power and authority to include Registrable Securities in the Piggyback Offering as to which such withdrawal was made.effect such

Priority on Registrations. If the Piggyback Securities requested to be included in the registration statement by any Holder differ from the type of securities proposed to be registered by the Company and the managing underwriter advises the Company that due to such differences the inclusion of such Piggyback Securities would cause a Material Adverse Effect, then (i) If a Piggyback Offering is an Underwritten Offering on behalf of the Company, and the managing underwriter(s) advises the Company in writing that in its opinion the number of such Piggyback Holder's or Piggyback Holders' Piggyback Securities to be included in the registration statement shall be reduced to an amount which, in the judgment of the managing underwriter, would eliminate such Material Adverse Effect or (ii) if no such reduction would, in the judgment of the managing underwriter, eliminate such Material Adverse Effect, then the Company shall have the right to exclude all such Piggyback Securities from such registration statement provided no other securities of such type are included and offered for the account of any other Person in such registration statement. Any partial reduction in number of Piggyback Securities to be included in the registration statement pursuant to clause (i) of the immediately preceding sentence shall be effected pro rata based on the ratio which such Piggyback Holder's requested shares bears to the total number of like securities requested to be included in such registration exceeds the number which can statement by all Persons who have requested that their like securities be sold in an orderly manner in such offering within a price range acceptable to the Company, the Company shall include included in such registration statement. If the number which can be so sold in the following order of priority: first, the securities to be sold for the account of the Company, second, the Registrable Piggyback Securities requested to be included in the registration statement are of the same type as the securities being registered by the Company and the managing underwriter advises the Company that the inclusion of such Piggyback Securities would cause a Material Adverse Effect, then the amount of securities to be offered for the accounts of the Company, the Piggyback Holders and other holders registering securities pursuant to registration rights shall be allocated as follows: (i) if such registration (has been initiated by the Company as a primary offering, first to the Company, second to the Piggyback Holders whose Piggyback Securities are to be included in such registration, pro rata among the Holder(s) of such Registrable Securities rata, on the basis of the number of shares of Common Stock Registrable Shares owned by each such Holder)holders, and third, any third to the holders of all other securities requested sought to be included pursuant to other registration rights in accordance with any applicable agreement between the Company and such registration.holders; (ii) If if such registration has been initiated by a Piggyback Offering is Demand Holder pursuant to Section 2.1, then such allocation shall be made in accordance with Section 2.1.4; or (iii) if such registration has been initiated by a holder of registration rights arising under an Underwritten Offering on behalf of holders of the Company’s equity securities who are not Holders of Registrable Securities (“Other Holders”)agreement other than this Agreement, and the managing underwriter(s) advises the Company in writing that in its opinion the number of equity securities requested first to be included in such Piggyback Offering exceeds the number which can be sold in an orderly manner in such offering within a price range acceptable initiating holder, second to the Other Holders, the Company shall include in such registration the number which can be so sold in the following order of priority: first, the securities requested to be included therein by the Other Piggyback Holders requesting such registration, second, the Registrable whose Piggyback Securities requested are to be included in such registration (pro rata among and to the Holder(s) holders of such Registrable Securities on the basis of the number of shares of Common Stock owned by each such Holder) and third, other securities requested to be included in such registration. (iii) If, all If as a result of the proration provisions of this Section 2(c), 2.2.2 any Piggyback Holder shall not be entitled to include all Registrable Piggyback Securities in a Piggyback Offering registration that such Piggyback Holder has requested to be so included, such Piggyback Holder may elect to withdraw its such Holder's request to include Registrable Piggyback Securities in such Piggyback Offering or may reduce the number requested to be included; provided, however, that (A) such request must be made in writing prior to commencement of marketing activities in connection with such Piggyback Offering and (B) such withdrawal shall be irrevocable and, after making such withdrawal, such Holder shall no longer have any right to include Registrable Securities in the Piggyback Offering as to which such withdrawal was maderegistration statement.

Priority on Registrations. (ia) If a Piggyback Offering is an Underwritten Offering on behalf of the Company, and the managing underwriter(s) underwriter advises the Company that the inclusion of such Restricted Shares would cause a Material Adverse Effect, the Company will be obligated to include in writing that in its opinion such registration statement, as to each Shareholder, only a portion of the Restricted Shares such Shareholder has requested be registered equal to the ratio which such Shareholder's requested Restricted Shares bears to the total number of securities Restricted Shares requested to be included in such registration exceeds the number which can statement by all Shareholders who have requested that their Restricted Shares be sold in an orderly manner in such offering within a price range acceptable to the Company, the Company shall include included in such registration the number which can be so sold statement, in the following order case of priority: firstShareholders exercising rights under Section 2.2 hereof. It is acknowledged by the Shareholders, that pursuant to the foregoing provision, the securities to be sold for the account of the Company, second, the Registrable Securities requested to be included in such registration shall be allocated (pro rata among x) if such registration has been initiated by the Holder(s) of such Registrable Securities on the basis of the number of shares of Common Stock owned by each such Holder), and third, any other Company for securities requested to be included in such registration. (ii) If a Piggyback Offering is an Underwritten Offering on behalf of holders of offered by the Company’s equity securities who are not Holders of Registrable Securities (“Other Holders”), and the managing underwriter(s) advises the Company in writing that in its opinion the number of equity securities requested to be included in such Piggyback Offering exceeds the number which can be sold in an orderly manner in such offering within a price range acceptable first to the Other HoldersCompany, the Company shall include in such registration the number which can be so sold in the following order of priority: first, the second to Shareholders exercising their piggyback right and third to all others requesting securities requested to be included therein and (y) if such registration has been initiated by a Requesting Shareholder requesting a Demand Registration, first to such Requesting Shareholder, second to the Other Holders Company if it exercises its piggyback right and third to all others requesting such registration, second, the Registrable Securities requested securities to be included in such registration (pro rata among the Holder(s) of such Registrable Securities on the basis of the number of shares of Common Stock owned by each such Holder) and third, other securities requested to be included in such registration. (iii) If, therein. If as a result of the proration provisions of this Section 2(c), 2.3(a) any Holder Shareholder shall not be entitled to include all Registrable Securities of its Restricted Shares in a Piggyback Offering registration that such Holder Shareholder has requested to be so included, such Holder Shareholder may elect to withdraw its such Shareholder's request to include Registrable Securities Restricted Shares in such Piggyback Offering or registration statement. The Restricted Shares that are excluded from the underwritten public offering pursuant to the preceding sentence shall be withheld from the market by the Shareholders for the applicable period set forth in Section 2.7, if the managing underwriter determines it necessary in order to effect such underwritten public offering. (b) No Shareholder may reduce participate in any registration statement hereunder unless such Shareholder completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements, and other documents reasonably required under the number requested to be includedterms of such underwriting arrangements, including an opinion of its counsel; provided, however, that (A) no such request must Shareholder shall be made in writing prior required to commencement of marketing activities make any representations or warranties in connection with any such Piggyback Offering registration other than representations and warranties as to (i) such Shareholder's ownership of its Restricted Shares to be sold or transferred free and clear of all liens, claims, and encumbrances, (ii) such Shareholder's power and authority to effect such transfer, and (Biii) such withdrawal shall matters pertaining to compliance with securities laws as may be irrevocable and, after making such withdrawal, such Holder shall no longer have any right to include Registrable Securities in the Piggyback Offering as to which such withdrawal was madereasonably requested.

Priority on Registrations. If the Registrable Interests requested to be included in the registration statement by any Holder differ from the type of securities proposed to be registered by the Partnership and the managing underwriter advises the Partnership that due to such differences the inclusion of such Registrable Interests would cause a Material Adverse Effect, then (i) If a Piggyback Offering is an Underwritten Offering on behalf of the Company, and the managing underwriter(s) advises the Company in writing that in its opinion the number of such Holder's or Holders' Registrable Interests to be included in the registration statement shall be reduced to an amount which, in the opinion of the managing underwriter, would eliminate such Material Adverse Effect or (ii) if no such reduction would, in the opinion of the managing underwriter, eliminate such Material Adverse Effect, then the Partnership shall have the right to exclude all such Registrable Interests from such registration statement provided no other securities of such type are included and offered for the account of any other Person in such registration statement. Any partial reduction in number of Registrable Interests to be included in the registration statement pursuant to clause (i) of the immediately preceding sentence shall be effected pro rata based on the ratio which such Holder's requested Registrable Interests bears to the aggregate Registrable Interests requested to be included in such registration exceeds statement by all Persons other than the number which can Partnership who have requested that their Registrable Interests be sold in an orderly manner included in such offering within registration statement. If the Registrable Interests requested to be included in the registration statement are of the same type as the securities being registered by the Partnership and the managing underwriter advises the Partnership in writing that the inclusion of such Registrable Interests would cause a price range acceptable to the CompanyMaterial Adverse Effect, the Company shall Partnership will be obligated to include in such registration the number which can be so sold in the following order of priority: firststatement, the securities as to be sold for the account each Holder, only a portion of the Company, second, Registrable Interests such Holder has requested be registered equal to the ratio which such Holder's requested Registrable Securities Interests bears to the aggregate Registrable Interests requested to be included in such registration (pro rata among statement by all Persons who have requested that their Registrable Interests be included in such registration statement. If the Holder(s) Partnership initiated the registration, then the Partnership may include all of its securities in such registration statement before any of such Holder's requested Registrable Securities on Interests are included. If another securityholder initiated the basis registration, then the Partnership may not include any of the number of shares of Common Stock owned by each its securities in such Holder), and third, any other securities registration statement unless all Registrable Interests requested to be included in such registration. (ii) If a Piggyback Offering is an Underwritten Offering on behalf of holders of the Company’s equity securities who registration statement by all Holders are not Holders of Registrable Securities (“Other Holders”), and the managing underwriter(s) advises the Company in writing that in its opinion the number of equity securities requested to be included in such Piggyback Offering exceeds the number which can be sold in an orderly manner in such offering within a price range acceptable to the Other Holders, the Company shall include in such registration the number which can be so sold in the following order of priority: first, the securities requested to be included therein by the Other Holders requesting such registration, second, the Registrable Securities requested to be included in such registration (pro rata among the Holder(s) of such Registrable Securities on the basis of the number of shares of Common Stock owned by each such Holder) and third, other securities requested to be included in such registration. (iii) If, statement. If as a result of the proration provisions of this Section 2(c), 12.2.2 any Holder shall not be entitled to include all Registrable Securities Interests in a Piggyback Offering registration that such Holder has requested to be so included, such Holder may elect to withdraw its such Holder's request to include Registrable Securities Interests in such Piggyback Offering or registration statement prior to its effectiveness. No Holder may reduce participate in any registration statement hereunder unless such Person (x) agrees to sell such Person's Registrable Interests on the number requested to be includedbasis provided in any underwriting arrangements approved by the Partnership and (y) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements, and other documents reasonably required under the terms of such underwriting arrangements; provided, however, that (A) no such request must Person shall be made in writing prior required to commencement of marketing activities make any representations or warranties in connection with any such Piggyback Offering registration other than representations and warranties as to (i) such Person's ownership of his or its Registrable Interests to be sold or transferred free and clear of all Liens, (ii) such Person's power and authority to effect such transfer, and (Biii) such withdrawal matters pertaining to compliance with securities laws and other applicable laws and governmental rules and regulations, if any, as may be reasonably requested; provided further, however, that the obligation of such Person to indemnify pursuant to any such underwriting arrangements shall be irrevocable andseveral, after making not joint and several, among such withdrawalPersons selling securities, and the liability of each such Holder shall no longer have any right Person will be in proportion to, and provided further that such liability will be limited to, the net amount received by such Person from the sale of his or its Registrable Interests pursuant to include Registrable Securities in the Piggyback Offering as to which such withdrawal was maderegistration.

Priority on Registrations. If the Registrable Shares requested to be included in the registration statement by any Holder differ from the type of securities proposed to be registered by the Company and the managing underwriter advises the Company (or if the proposed offering is not underwritten, if the Company should determine in good faith) that due to such differences the inclusion of such Registrable Shares would cause a Material Adverse Effect, then (i) If a Piggyback Offering is an Underwritten Offering on behalf of the Company, and the managing underwriter(s) advises the Company in writing that in its opinion the number of such Holder's or Holders' Registrable Shares to be included in the registration statement shall be reduced to an amount which, in the judgment of the managing underwriter (or, if applicable, the Company), would eliminate such Material Adverse Effect or (ii) if no such reduction would, in the judgment of the managing underwriter (or, if applicable, the Company), eliminate such Material Adverse Effect, then the Company shall have the right to exclude all such Registrable Shares from such registration statement provided no other securities of such type are included and offered for the account of any other Person in such registration statement. Any partial reduction in number of Registrable Shares to be included in the registration statement pursuant to clause (i) of the immediately preceding sentence shall be effected pro rata based on the ratio which such Holder's requested shares bears to the total number of shares requested to be included in such registration exceeds the number which can statement by all Persons (including Requesting Holders) who have requested (pursuant to contractual registration rights) that their shares be sold in an orderly manner included in such registration statement. If the Registrable Shares requested to be included in the registration statement are of the same type as the securities being registered by the Company and the managing underwriter advises the Company (or if the proposed offering within is not underwritten, if the Company should determine in good faith) that the inclusion of such Registrable Shares would cause a price range acceptable to the CompanyMaterial Adverse Effect, the Company shall will be obligated to include in such registration the number which can be so sold in the following order of priority: firststatement, the securities as to be sold for the account each Requesting Holder, only a portion of the Company, second, shares such Holder has requested be registered equal to the Registrable Securities ratio which such Holder's requested shares bears to the total number of shares requested to be included in such registration statement by all Persons (pro rata among the Holder(sincluding Requesting Holders) of such Registrable Securities on the basis of the number of who have requested (pursuant to contractual registration rights) that their shares of Common Stock owned by each such Holder), and third, any other securities requested to be included in such registration. (ii) If a Piggyback Offering is an Underwritten Offering on behalf of holders of the Company’s equity securities who are not Holders of Registrable Securities (“Other Holders”), and the managing underwriter(s) advises the Company in writing that in its opinion the number of equity securities requested to be included in such Piggyback Offering exceeds the number which can be sold in an orderly manner in such offering within a price range acceptable to the Other Holders, the Company shall include in such registration the number which can be so sold in the following order of priority: first, the securities requested to be included therein by the Other Holders requesting such registration, second, the Registrable Securities requested to be included in such registration (pro rata among the Holder(s) of such Registrable Securities on the basis of the number of shares of Common Stock owned by each such Holder) and third, other securities requested to be included in such registration. (iii) If, statement. If as a result of the proration provisions of this Section 2(c), 2.2.2 any Holder shall not be entitled to include all Registrable Securities in a Piggyback Offering registration that such Holder has requested to be so included, such Holder may elect to withdraw its such Holder's request to include Registrable Securities Shares in such Piggyback Offering or registration statement. No Person may reduce participate in any registration statement hereunder unless such Person (x) agrees to sell such person's Registrable Shares on the number requested to be included; provided, however, that (A) such request must be made basis provided in writing prior to commencement of marketing activities in connection with such Piggyback Offering and (B) such withdrawal shall be irrevocable and, after making such withdrawal, such Holder shall no longer have any right to include Registrable Securities in the Piggyback Offering as to which such withdrawal was made.underwriting arrangements approved by the

Priority on Registrations. (a) If the Piggyback Registration contemplated by Section 2.3.1 hereof is to be an underwritten offering and the Registrable Shares requested to be included in the registration statement pursuant to Section 2.3.1 hereof by any Holder differ from the type of securities proposed to be registered or offered by the Company or any other person (other than a Holder) on whose behalf the Piggyback Registration is to be effected and the managing underwriter advises the Company that due to such differences the inclusion of such Registrable Shares would cause a Material Adverse Effect, then (i) the number of such Registrable Shares to be included by all Holders in the registration statement or offering, as applicable, and the number of securities requested to be included therein by all persons (other than the Holder, the Company and any other Person on whose behalf the Piggyback Registration is to be effected) that are different from the types of securities proposed to be registered or offered by the Company or the Person on whose behalf the Piggyback Registration is to be effected shall be reduced to an amount which, in the opinion of the managing underwriter, would eliminate such Material Adverse Effect or (ii) if no such reduction would, in the opinion of the managing underwriter, eliminate such Material Adverse Effect, then the Company shall have the right to exclude all such Registrable Shares from such registration statement provided no other securities of such type are included and offered for the account of any other Person in such registration statement or offering, as applicable. Any partial reduction in number of Registrable Shares to be included in the registration statement pursuant to clause (i) of the immediately preceding sentence shall be effected pro rata based on the ratio which (A) the number of Registrable Shares of such Holder to be included in the Piggyback Registration that are different from the securities proposed to be registered or offered bears to (B) the aggregate number of Registrable Shares and all other securities of the Company which arc being excluded from such registration statement in the same or similar basis as the Registrable Shares. (b) If the Piggyback Registration is to be an underwritten offering and the Registrable Shares requested to be included in the registration statement pursuant to Section 2.3.1 hereof are of the same type as the securities being registered or offered, as applicable, by the Company or any other person (other than a Holder) on whose behalf the Piggyback Offering Registration is an Underwritten Offering to be effected and the managing underwriter advises the Company in writing that the inclusion of such Registrable Shares and any other shares to be included are sufficiently large to cause a Material Adverse Effect, then (i) if such Piggyback Registration is incident to a primary offering on behalf of the Company, the amount of securities to be included in the Piggyback Registration for any Persons (other than the Company and the Holders requesting inclusion of Registrable Shares (such Holders, collectively, the "Selling Piggyback Holders")) shall first be reduced, and thereafter the Registrable Shares requested to be included for the account of the Selling Piggyback Holders shall be reduced or limited on a Pro Rata Basis so that the total number of securities to be included shall be the total number of securities recommended by such managing underwriter(sunderwriter, unless any of the Selling Piggyback Holders desires to include a number of Registrable Shares that is less than the total pro rata amount that he is entitled to include, in which event the number of Registrable Shares not so elected to be included shall be allocated among the other Selling Piggyback Holders on a Pro Rata Basis, and (ii) advises if such Piggyback Registration is incident to a secondary registration on behalf of holders of securities of the Company (excluding a Demand Registration), the Company shall include in writing such Piggyback Registration (A) first, the number of securities of such person(s), other than the Holders, on whose behalf the Piggyback Registration is being made (B) second, the number of Registrable Shares of Holders requested to be included in such Piggyback Registration that in its opinion the managing underwriters advise the Company can be sold without causing a Material Adverse Effect, allocated among the Holders on a Pro Rata Basis, if necessary, and (C) third, the number of securities requested to be included in such registration exceeds the number which can be sold in an orderly manner in such offering within a price range acceptable to the Company, Piggyback Registration by the Company shall include in such registration the number which can be so sold in the following order of priority: first, the securities to be sold for the account of the Company, second, the Registrable Securities requested to be included in such registration and all other persons (pro rata allocated among the Holder(s) of Company and such Registrable Securities on the basis of the number of shares of Common Stock owned by each such Holderother persons as they may so determine), and third, any other securities requested to be included in such registration. (iic) If a Piggyback Offering is an Underwritten Offering on behalf of holders of the Company’s equity securities who are not Holders of Registrable Securities (“Other Holders”), and the managing underwriter(s) advises the Company in writing that in its opinion the number of equity securities requested to be included in such Piggyback Offering exceeds the number which can be sold in an orderly manner in such offering within a price range acceptable to the Other Holders, the Company shall include in such registration the number which can be so sold in the following order of priority: first, the securities requested to be included therein by the Other Holders requesting such registration, second, the Registrable Securities requested to be included in such registration (pro rata among the Holder(s) of such Registrable Securities on the basis of the number of shares of Common Stock owned by each such Holder) and third, other securities requested to be included in such registration. (iii) If, as a result of the proration provisions of this Section 2(c), 2.3.2 any Holder shall not be entitled to include all Registrable Securities Shares in a Piggyback Offering registration that such Holder has requested to be so included, such Holder may elect to withdraw its such Holder's request to include Registrable Securities Shares in such Piggyback Offering Registration by giving written notice to the Company of such withdrawal any time prior to the effective date of such Piggyback Registration; provided, that if the Piggyback Registration is pursuant to Section 2.3.1(a)(i), such Holder reimburses the Company for all registration or may reduce filing fees remitted by the number Company to the SEC with respect to the Registrable Shares requested to be included; provided, however, withdrawn from the Piggyback Registration (provided that the Holder shall not be required to reimburse the Company if (Ai) such request must be made in writing prior to commencement of marketing activities in connection with such Piggyback Offering and (B) such withdrawal shall be irrevocable and, after making such withdrawal, such Holder shall no longer have first been notified after the registration statement has first been filed with the SEC that the number of Registrable Shares to be included in such Piggyback Registration for the account of such Holder at the time it is declared effective will be less than 80% of the total number of Registrable Shares requested to be included therein by such Holder or (ii) after the registration statement has first been filed with the SEC there has been any right to include Registrable Securities event, change or effect which, individually or in the Piggyback Offering as aggregate, had had or would be reasonably likely to which such withdrawal was madehave a material adverse effect on the business, operations, prospects, assets, condition (financial or otherwise) or results of operations of the Company.

Priority on Registrations. (iNotwithstanding the provisions of Section 2(a) If a Piggyback Offering is hereof, in the case of an Underwritten Offering on behalf by the Company of Common Shares or securities convertible into or exchangeable or exercisable for Common Shares, the managing underwriter or underwriters of the Underwritten Offering may limit the number of Registrable Common Shares included in the Underwritten Offering pursuant to any Registration Statement or qualification if, in its or their reasonable opinion, the number of Registrable Common Shares proposed to be sold in such Underwritten Offering exceeds the number that can be sold without materially adversely interfering with the orderly sale and distribution of the securities being offered pursuant to such Registration Statement or qualification. In the event the number is to be so limited in the Underwritten Offering, qualification or registration, a sufficient number of securities shall be eliminated to reduce the total amount of securities to be included in such Underwritten Offering, qualification or registration to the amount recommended by such underwriter. In reducing the amount of securities to be included in such Underwritten Offering, qualification or registration, the Company will include in such Underwritten Offering, qualification or registration (A) first, all securities the Company proposes to sell, and (B) second, to the extent not inconsistent with the Stock Purchase Agreement or the Securities Purchase Agreement dated as of November 13, 1995 by and among the Company, Partners I and Parallel I, as amended, and all documents related thereto, all Registrable Common Shares Beneficially Owned by Holders requested to be included in the managing underwriter(s) advises Underwritten Offering, qualification or registration and Common Shares requested to be included by other holders of Common Shares who have registration rights in respect thereof pari passu with the Company in writing that in its opinion registration rights granted hereby, reduced pro rata according to the number of securities Registrable Common Shares or Common Shares which are Beneficially Owned by Holders and each such other holder, as the case may be, and requested to be included in such registration exceeds or qualification in good faith with the number which can be sold in an orderly manner in such offering within a price range acceptable to bona fide intention of selling the Company, the Company shall include in such registration the number which can be so sold in the following order of priority: first, the securities to be sold for the account of the Company, second, the Registrable Securities requested to be included in such registration (pro rata among the Holder(s) of such Registrable Securities on the basis of the number of shares of Common Stock owned by each such Holder), and third, any other securities requested to be included in such registrationsame. (ii) If a Piggyback Offering is an Underwritten Offering on behalf of holders of the Company’s equity securities who are not Holders of Registrable Securities (“Other Holders”), and the managing underwriter(s) advises the Company in writing that in its opinion the number of equity securities requested to be included in such Piggyback Offering exceeds the number which can be sold in an orderly manner in such offering within a price range acceptable to the Other Holders, the Company shall include in such registration the number which can be so sold in the following order of priority: first, the securities requested to be included therein by the Other Holders requesting such registration, second, the Registrable Securities requested to be included in such registration (pro rata among the Holder(s) of such Registrable Securities on the basis of the number of shares of Common Stock owned by each such Holder) and third, other securities requested to be included in such registration. (iii) If, as a result of the proration provisions of this Section 2(c), any Holder shall not be entitled to include all Registrable Securities in a Piggyback Offering that such Holder has requested be included, such Holder may elect to withdraw its request to include Registrable Securities in such Piggyback Offering or may reduce the number requested to be included; provided, however, that (A) such request must be made in writing prior to commencement of marketing activities in connection with such Piggyback Offering and (B) such withdrawal shall be irrevocable and, after making such withdrawal, such Holder shall no longer have any right to include Registrable Securities in the Piggyback Offering as to which such withdrawal was made.

Priority on Registrations. (ia) If a Piggyback Offering is an Underwritten Offering on behalf of Notwithstanding anything to the Companycontrary in this Agreement, and subject to Section 2.3(b), if the managing underwriter(s) advises of a registered offering of Registrable Securities advise(s) the Company in writing that in its reasonable opinion the number of securities requested to be included in such any registration pursuant to this Article 2 exceeds the number which can be sold in an orderly manner in without adversely affecting the price, timing or distribution of the securities offered or on the marketability of such offering within (including an adverse effect on the per share offering price) (a price range acceptable to the Company“Cutback Event”), the Company shall will include in such registration or prospectus only such number of securities of the number which Holders that in the reasonable opinion of such managing underwriter(s) can be so sold in the following order of priority: without causing a Cutback Event, which securities will be allocated as follows: (i) for Demand Registrations, first, an equal number of the securities Registrable Securities of the members of the Stockholder Group that issued a Demand Request for registration of their Registrable Securities pursuant to Section 2.1 and the members of the Stockholder Group that did not issue the Demand Request for registration of their Registrable Securities pursuant to Section 2.1, and second, any Registrable Securities proposed to be sold registered by the Company or any other Person; and (ii) for the account of Piggyback Registrations pursuant to Section 2.2, first, Registrable Securities proposed to be registered by the Company, second, the Registrable Securities of any Holders (or members of such Holders’ Stockholder Group) who have requested registration of their Registrable Securities pursuant to be included in such registration (Section 2.2, pro rata among the Holder(s) of such Registrable Securities on the basis of their respective ownership interest in the number Company at the time of shares of Common Stock owned by each such Holder), the offering and third, any other securities requested Registrable Securities proposed to be included in such registrationregistered by any other Person. (ii) If a Piggyback Offering is an Underwritten Offering on behalf of holders of the Company’s equity securities who are not Holders of Registrable Securities (“Other Holders”), and the managing underwriter(s) advises the Company in writing that in its opinion the number of equity securities requested to be included in such Piggyback Offering exceeds the number which can be sold in an orderly manner in such offering within a price range acceptable to the Other Holders, the Company shall include in such registration the number which can be so sold in the following order of priority: first, the securities requested to be included therein by the Other Holders requesting such registration, second, the Registrable Securities requested to be included in such registration (pro rata among the Holder(s) of such Registrable Securities on the basis of the number of shares of Common Stock owned by each such Holder) and third, other securities requested to be included in such registration. (iii) If, as a result of the proration provisions of this Section 2(c), any Holder shall not be entitled to include all Registrable Securities in a Piggyback Offering that such Holder has requested be included, such Holder may elect to withdraw its request to include Registrable Securities in such Piggyback Offering or may reduce the number requested to be included; provided, however, that (A) such request must be made in writing prior to commencement of marketing activities in connection with such Piggyback Offering and (B) such withdrawal shall be irrevocable and, after making such withdrawal, such Holder shall no longer have any right to include Registrable Securities in the Piggyback Offering as to which such withdrawal was made.

Priority on Registrations. (i) If In connection with an underwritten offering where any Holders have requested a Piggyback Offering is an Underwritten Offering on behalf of the Company, and the managing underwriter(s) advises the Company in writing that in its opinion the number of securities requested Piggy-Back Registration pursuant to be included in such registration exceeds the number which can be sold in an orderly manner in such offering within a price range acceptable to the CompanySection 5(a), the Company shall include in such registration the number which can be so sold in the following order of priority: first, the securities use its reasonable best efforts to be sold for the account of the Company, second, the cause all Registrable Securities requested to be included in such registration (pro rata among Piggy-Back Registration to be included as provided in Section 5(a). If the Holder(s) managing underwriter or underwriters of any such Registrable Securities on Piggy-Back Registration which is an underwritten offering have informed, in writing, the basis Company that it is their opinion that the total number or type of securities that any Persons participating in such registration, including the number Company, intend to include in such offering exceeds the Maximum Offering Size, the Company shall reduce the amount of shares of Common Stock owned by each such Holder), and third, any other securities requested to be included in such registration. the offering to the Maximum Offering Size (ii) If a Piggyback Offering is an Underwritten Offering on behalf of holders of the Company’s equity including, without limitation, any securities who are not held by Holders of Registrable Securities (“Other Holders”Securities), and the managing underwriter(s) advises the Company in writing that in its opinion the number of equity securities requested to be included in such Piggyback Offering exceeds the number which can be sold in an orderly manner in such offering within a price range acceptable to the Other Holders, the Company shall include in such registration the number which can be so sold in the following order of priority: first, the securities requested to be included therein by the Other Holders requesting such registration, second, the Registrable Securities requested to be included in such registration (pro rata among the Holder(s) of such Registrable Securities on the basis of the number of shares of Common Stock owned by each such Holder) and third, other securities requested to be included in such registration. (iii) If, as a result of the proration provisions of this Section 2(c), any Holder shall not be entitled to include all Registrable Securities in a Piggyback Offering that such Holder has requested be included, such Holder may elect to withdraw its request to include Registrable Securities in such Piggyback Offering or may reduce the number requested to be included; provided, however, that the securities to be excluded shall be determined in the following sequence: (Ai) first, securities sought to be registered by any Person not having any contractual incidental or "piggy back" registration rights, (ii) second, securities sought to be registered by any Persons (other than Holders of Registrable Securities) having contractual incidental or "piggy back" registration rights, (iii) third, Registrable Securities sought to be registered by any Management Holders, (iv) fourth, Registrable Securities sought to be registered by any DUMB Holders, DLJIP Holders and any Existing Holders (other than any Management Holders) and (v) fifth, securities sought to be registered by the Company. If there is a reduction in the number of shares of Registrable Securities to be registered pursuant to clause (iii) or (iv) above, such request must reduction shall be made in writing prior to commencement within such tranche on a pro rata basis (based upon the aggregate number and type of marketing activities in connection with such Piggyback Offering and (B) such withdrawal shall be irrevocable and, after making such withdrawal, such Holder shall no longer have any right to include Registrable Securities held by the holders in each such tranche and subject to the priorities set forth in the Piggyback Offering as to which such withdrawal was madepreceding sentence).

Priority on Registrations. (ia) If a Piggyback Offering is an Underwritten Offering on behalf of the Company, and the managing underwriter(s) underwriter advises the Company that the inclusion of such Xxxxx Shares in writing a proposed Registration pursuant to Section 2.02 would materially and adversely affect the price or success of the offering (a "Material Adverse Effect "), the Company will be obligated to include in such registration statement, as to the Shareholder (subject to the priority rules set forth below), that in its opinion portion of the Xxxxx Shares the Shareholder has requested to be registered equal to the ratio which the Shareholder's requested Xxxxx Shares bears to the total number of securities shares requested to be included in such registration exceeds the number which can be sold in an orderly manner in such offering within a price range acceptable to statement by all other persons (other than the Company, if such registration has been initiated by the Company for securities to be offered by the Company) who have requested that their shares be included in such registration statement, provided, however, if in the judgement of the managing underwriter no such reduction would eliminate such Material Adverse Effect, then the Company shall include in have the right to exclude all such Xxxxx Shares from such registration the number which can be so sold in the following order of priority: first, the statement provided no other securities to be sold are included and offered for the account of any other person in such registration statement.. It is acknowledged by the Company, secondShareholder that pursuant to the foregoing provision, the Registrable Securities requested securities to be included in such registration shall be allocated, (pro rata among 1) first, to the Holder(s) of Company if it initiated the Proposed Registration or to such Registrable Securities on the basis of the number of shares of Common Stock owned by each such Holder)other third party who is exercising demand registration rights, and third(2) second, any other securities requested to be included in such registration. (ii) If a Piggyback Offering is an Underwritten Offering on behalf of holders of the Company’s equity securities who are not Holders of Registrable Securities (“Other Holders”), and the managing underwriter(s) advises the Company in writing that in its opinion the number of equity securities requested to be included in such Piggyback Offering exceeds the number which can be sold in an orderly manner in such offering within a price range acceptable to the Other Holders, the Company shall include in such registration the number which can be so sold in the following order of priority: first, the Shareholder and to all other persons requesting securities requested to be included therein by (in accordance with the Other Holders requesting such registration, second, the Registrable Securities requested to be included in such registration (pro rata among the Holder(s) of such Registrable Securities on the basis of the number of shares of Common Stock owned by each such Holder) and third, other securities requested to be included in such registration. (iii) If, above-described ratio). If as a result of the proration provisions of this Section 2(c), any Holder 2.03(a) the Shareholder shall not be entitled to include all Registrable Securities of its Xxxxx Shares in a Piggyback Offering registration that such Holder the Shareholder has requested to be so included, such Holder the Shareholder may elect to withdraw its the Shareholder's request to include Registrable Securities Xxxxx Shares in such Piggyback Offering or registration statement. (b) The Shareholder may reduce not participate in any registration statement hereunder unless the number requested to be included; providedShareholder completes, howeverexecutes and delivers all questionnaires, that (A) powers of attorney, indemnities, underwriting agreements, and other documents reasonably required under the terms of such request must be made in writing prior to commencement underwriting arrangements, including an opinion of marketing activities in connection with its counsel, as are required of any other shareholders registering shares who are not affiliates of the Company, and shall furnish such Piggyback Offering information regarding the Xxxxx Shares and (B) such withdrawal the intended method of distribution of the Polan Shares as shall be irrevocable and, after making reasonably required to effect such withdrawal, such Holder shall no longer have any right to include Registrable Securities in the Piggyback Offering as to which such withdrawal was maderegistration.

Priority on Registrations. If the Registrable Shares requested ------------------------- to be included in the registration statement by any Holder differ from the type of securities proposed to be registered by the Company and the managing underwriter advises the Company that due to such differences the inclusion of such Registrable Shares would cause a Material Adverse Effect, then (i) If a Piggyback Offering is an Underwritten Offering on behalf of the Company, and the managing underwriter(s) advises the Company in writing that in its opinion the number of such Holder s or Holders Registrable Shares to be included in the registration statement shall be reduced to an amount which, in the opinion of the managing underwriter, would eliminate such Material Adverse Effect or (ii) if no such reduction would, in the opinion of the managing underwriter, eliminate such Material Adverse Effect, then the Company shall have the right to exclude all such Registrable Shares from such registration statement provided no other securities of such type are included and offered for the account of any other Person in such registration statement. Any partial reduction in number of Registrable Shares to be included in the registration statement pursuant to clause (i) of the immediately preceding sentence shall be effected pro rata based on the ratio which such Holder s requested shares bears to the total number of shares requested to be included in such registration exceeds statement by all Persons other than the number which can Company who have requested that their shares be sold in an orderly manner included in such offering within registration statement. If the Registrable Shares requested to be included in the registration statement are of the same type as the securities being registered by the Company and the managing underwriter advises the Company in writing that the inclusion of such Registrable Shares would cause a price range acceptable to the CompanyMaterial Adverse Effect, the Company shall will be obligated to include in such registration the number which can be so sold in the following order of priority: firststatement, the securities as to be sold for the account each Holder, only a portion of the Company, second, shares such Holder has requested be registered equal to the Registrable Securities ratio which such Holder s requested shares bears to the total number of shares requested to be included in such registration (pro rata among statement by all Persons who have requested that their shares be included in such registration statement. If the Holder(s) Company initiated the registration, then the Company may include all of its securities in such registration statement before any of such Holder s requested shares are included. If another securityholder initiated the registration, then the Company may not include any of its securities in such registration statement unless all Registrable Securities on the basis of the number of shares of Common Stock owned by each such Holder), and third, any other securities Shares requested to be included in such registration. (ii) If a Piggyback Offering is an Underwritten Offering on behalf of holders of the Company’s equity securities who registration statement by all Holders are not Holders of Registrable Securities (“Other Holders”), and the managing underwriter(s) advises the Company in writing that in its opinion the number of equity securities requested to be included in such Piggyback Offering exceeds the number which can be sold in an orderly manner in such offering within a price range acceptable to the Other Holders, the Company shall include in such registration the number which can be so sold in the following order of priority: first, the securities requested to be included therein by the Other Holders requesting such registration, second, the Registrable Securities requested to be included in such registration (pro rata among the Holder(s) of such Registrable Securities on the basis of the number of shares of Common Stock owned by each such Holder) and third, other securities requested to be included in such registration. (iii) If, statement. If as a result of the proration provisions of this Section 2(c), 2.2.2 any Holder shall not be entitled to include all Registrable Securities in a Piggyback Offering registration that such Holder has requested to be so included, such Holder may elect to withdraw its such Holder s request to include Registrable Securities Shares in such Piggyback Offering or registration statement prior to its effectiveness. No Holder may reduce participate in any registration statement hereunder unless such Person (x) agrees to sell such Person s Registrable Shares on the number requested to be includedbasis provided in any underwriting arrangements approved by the Company and (y) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements, and other documents reasonably required under the terms of such underwriting arrangements; provided, however, that (A) no such request must Person shall be made in writing prior required to commencement of marketing activities make any representations or warranties in connection with any such Piggyback Offering registration other than representations and warranties as to (i) such Person s ownership of his or its Registrable Shares to be sold or transferred free and clear of all liens, claims, and encumbrances, (ii) such Person s power and authority to effect such transfer, and (Biii) such withdrawal matters pertaining to compliance with securities laws and other applicable laws and governmental rules and regulations, if any, as may be reasonably requested; provided further, however, that the obligation of such Person to indemnify pursuant to any such underwriting arrangements shall be irrevocable andseveral, after making not joint and several, among such withdrawalPersons selling securities, and the liability of each such Holder shall no longer have any right Person will be in proportion to, and provided further that such liability will be limited to, the net amount received by such Person from the sale of his or its Registrable Shares pursuant to include Registrable Securities in the Piggyback Offering as to which such withdrawal was maderegistration.

Priority on Registrations. If in any Registration, the managing underwriter or underwriters thereof advise the Surviving Corporation in writing that, in its or their reasonable opinion, or, in the case of Registration not being underwritten, the Surviving Corporation shall reasonably determine that, after consultation with an investment banking firm of nationally recognized standing, the total number of securities proposed to be sold in such Registration exceeds the number that can be sold in such offering without having a material adverse effect on the success of the offering (including any impact on the selling price or the number of shares that any participant may sell), the Surviving Corporation will include in such Registration only the number of securities that, in the reasonable opinion of such underwriter or underwriters or investment banking firm, as the case may be, can be sold without having a material adverse effect on the success of the offering, in the following order of priority: (i) If if the Surviving Corporation is registering securities pursuant to a Piggyback Offering is an Underwritten Offering on behalf of demand made by any person having demand registration rights (pursuant to the CompanyPrincipal Stockholder Registration Rights Agreement, and the managing underwriter(sParent Registration Rights Agreement or otherwise), (A) advises FIRST, the securities the person making such demand proposes to sell in such registration, (B) SECOND, the securities requested to be included in such Registration by the Surviving Corporation or by any other person or entity granted piggyback registration rights (pursuant to the Principal Stockholder Registration Rights Agreement, the Parent Registration Rights Agreement or otherwise), except to the extent that the piggyback registration rights granted to such person provide that securities to be included by the Company or by any other holder of piggyback registration rights shall have priority over the securities to be included by such person, and (C) THIRD, the securities requested to be included in writing such Registration by any person granted piggyback registration rights, the terms of which provide that securities to be included by the Company or by any other holder of piggyback registration rights shall have priority over the securities to be included by such person; (ii) in its opinion any other event, (A) FIRST, the number of securities the Surviving Corporation proposes to sell in such registration, (B) SECOND, the securities requested to be included in such registration exceeds the number which can be sold in an orderly manner in such offering within a price range acceptable by any person or entity granted piggyback registration rights (pursuant to the CompanyPrincipal Stockholder Registration Rights Agreement, the Parent Registration Rights Agreement or otherwise), except to the extent that the piggyback registration rights granted to such person provide that securities to be included by the Company or by any other holder of piggyback registration rights shall include in such registration the number which can be so sold in the following order of priority: first, have priority over the securities to be sold for the account of the Companyincluded by such person, secondand (C) THIRD, the Registrable Securities requested to be included in such registration (pro rata among the Holder(s) of such Registrable Securities on the basis of the number of shares of Common Stock owned by each such Holder), and third, any other securities requested to be included in such registration. Registration by any person granted piggyback registration rights, the terms of which provide that securities to be included by the Company or by any other holder of piggyback registration rights shall have priority over the securities to be included by such person. To the extent that the privilege of including securities in any Registration must be allocated among the parties pursuant to clauses (ii) If a Piggyback Offering is an Underwritten Offering on behalf of holders of the Company’s equity securities who are not Holders of Registrable Securities (“Other Holders”i)(B), and (i)(C), (ii)(B) or (ii)(C) above, the managing underwriter(s) advises the Company in writing that in its opinion allocation shall be made pro rata based on the number of equity securities that each such participant shall have requested to be included in such Piggyback Offering exceeds the number which can be sold in an orderly manner in such offering within a price range acceptable to the Other Holders, the Company shall include in such registration the number which can be so sold in the following order of priority: first, the securities requested to be included therein by the Other Holders requesting such registration, second, the Registrable Securities requested to be included in such registration (pro rata among the Holder(s) of such Registrable Securities on the basis of the number of shares of Common Stock owned by each such Holder) and third, other securities requested to be included in such registrationtherein. (iii) If, as a result of the proration provisions of this Section 2(c), any Holder shall not be entitled to include all Registrable Securities in a Piggyback Offering that such Holder has requested be included, such Holder may elect to withdraw its request to include Registrable Securities in such Piggyback Offering or may reduce the number requested to be included; provided, however, that (A) such request must be made in writing prior to commencement of marketing activities in connection with such Piggyback Offering and (B) such withdrawal shall be irrevocable and, after making such withdrawal, such Holder shall no longer have any right to include Registrable Securities in the Piggyback Offering as to which such withdrawal was made.

Priority on Registrations. (i) If a Piggyback Offering is an Underwritten Offering on behalf of the Company, and the managing underwriter(s) advises underwriter or underwriters of a Registration advise the Company in writing that in its or their opinion the number of securities requested Registrable Shares proposed to be included sold in such registration Registration exceeds the number which can be sold, or adversely affects the price at which the Registrable Shares are to be sold, in such offering, the Company will include in such Registration only the number of Registrable Shares which, in the opinion of such underwriter or underwriters, can be sold in an orderly manner in such offering within without such adverse effect. To the extent such Registration includes Registrable Shares of more than one Holder, the Registrable Shares so included in such Registration shall be apportioned on a price range acceptable pro rata basis among each other based on the total number of Registrable Shares held by such Holders or as they may otherwise agree in writing: (a) in the case of a Piggyback Registration, allocations shall be made: first, to the Company; second, to the Piggyback Holders exercising piggyback registration rights pursuant to Section 2.01(a) and all other holders exercising piggyback registration rights that have been granted by the Company shall include that are pari passu to the rights of the Piggyback Holders pursuant to Section 2.01(a), with any cutbacks applied on a pro rata basis among the Piggyback Holders and such other holders exercising piggyback registration rights, based on the total number of Registrable Shares held by such holders as compared to the total number of shares held by all participants in such Registration; and third, to all other holders exercising piggyback registration rights that have been granted by the number which can be so sold Company that are subordinate to those of the Piggyback Holders pursuant to Section 2.01(a), with any cutbacks applied on a pro rata basis among each other or as they may otherwise agree in writing; and (b) in the following order case of prioritya Demand Registration or a Marketed Shelf Offering, allocations shall be made: first, to the securities to be sold for the account of the CompanyHolders, second, the Registrable Securities requested to be included in such registration (with any cutbacks applied pro rata among the Holder(s) of such Registrable Securities Holders based on the basis total number of Registrable Shares held by such Holders as compared to the total number of shares of Common Stock owned held by each all participants in such HolderRegistration; second, to all other holders exercising piggyback registration rights granted by the Company (pursuant to this Agreement or otherwise), with any cutbacks applied on a pro rata basis among such other holders or as they may otherwise agree in writing; and third, any other securities requested to be included in such registration. (ii) If a Piggyback Offering is an Underwritten Offering on behalf of holders of the Company’s equity securities who are not Holders of Registrable Securities (“Other Holders”), and the managing underwriter(s) advises the Company in writing that in its opinion the number of equity securities requested to be included in such Piggyback Offering exceeds the number which can be sold in an orderly manner in such offering within a price range acceptable to the Other Holders, the Company shall include in such registration the number which can be so sold in the following order of priority: first, the securities requested to be included therein by the Other Holders requesting such registration, second, the Registrable Securities requested to be included in such registration (pro rata among the Holder(s) of such Registrable Securities on the basis of the number of shares of Common Stock owned by each such Holder) and third, other securities requested to be included in such registration. (iii) If, as a result of the proration provisions of this Section 2(c), any Holder shall not be entitled to include all Registrable Securities in a Piggyback Offering that such Holder has requested be included, such Holder may elect to withdraw its request to include Registrable Securities in such Piggyback Offering or may reduce the number requested to be included; provided, however, that (A) such request must be made in writing prior to commencement of marketing activities in connection with such Piggyback Offering and (B) such withdrawal shall be irrevocable and, after making such withdrawal, such Holder shall no longer have any right to include Registrable Securities in the Piggyback Offering as to which such withdrawal was made.

Priority on Registrations. (i) If the managing underwriter advises the Corporation that the inclusion of Registrable Shares in the registration statement would cause a Piggyback Offering is an Underwritten Offering on behalf material adverse effect, the Corporation will be obligated to include in such registration statement, as to each Requesting Stockholder, only a portion of the Company, and shares such Stockholder has requested be registered equal to the managing underwriter(s) advises ratio which such Stockholder’s requested shares bears to the Company in writing that in its opinion the total number of securities shares requested to be included in such registration exceeds statement by all Persons other than the number which can be sold in an orderly manner in such offering within a price range acceptable Corporation (including Requesting Stockholders) who have requested (pursuant to the Company, the Company shall include in such contractual registration the number which can be so sold in the following order of priority: first, the securities to be sold for the account of the Company, second, the Registrable Securities requested to rights) that their shares be included in such registration (pro rata among the Holder(sstatement, it being understood that notwithstanding anything in this Section 5.5(b) of such Registrable Securities on the basis of the number of shares of Common Stock owned by each such Holder), and third, any other securities requested to be included in such registration. (ii) If a Piggyback Offering is an Underwritten Offering on behalf of holders of the Company’s equity securities who are not Holders of Registrable Securities (“Other Holders”), and the managing underwriter(s) advises the Company in writing that in its opinion the number of equity securities requested to be included in such Piggyback Offering exceeds the number which can be sold in an orderly manner in such offering within a price range acceptable to the Other Holderscontrary, if the registration constitutes a Demand Registration, the Company shall include Requesting Holder will have the rights of priority set forth in such registration the number which can be so sold in the following order of priority: first, the securities requested to be included therein by the Other Holders requesting such registration, second, the Registrable Securities requested to be included in such registration (pro rata among the Holder(s) of such Registrable Securities on the basis of the number of shares of Common Stock owned by each such Holder) and third, other securities requested to be included in such registration. (iii) If, Section 5.4(d). If as a result of the proration provisions of this Section 2(c), 5.5(b) any Holder Stockholder shall not be entitled to include all Registrable Securities in a Piggyback Offering registration that such Holder Stockholder has requested to be so included, such Holder Stockholder may elect to withdraw its such Stockholder’s request to include Registrable Securities Shares in such Piggyback Offering or registration statement. No Person may reduce participate in any registration statement hereunder unless such Person (x) agrees to sell such person’s Registrable Shares on the number requested to be includedbasis provided in any underwriting arrangements approved by the Corporation and (y) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements, and other documents, each in customary form, reasonably required under the terms of such underwriting arrangements; provided, however, that (A) no such request must Person shall be made in writing prior required to commencement of marketing activities make any representations or warranties in connection with any such Piggyback Offering registration other than representations and warranties as to (i) such Person’s ownership of his, her, or its Registrable Shares to be sold or transferred free and clear of all liens, claims, and encumbrances, (ii) such Person’s power and authority to effect such transfer, and (Biii) such withdrawal matters pertaining to compliance with securities laws as may be reasonably requested; provided further, however, that the obligation of such Person to indemnify pursuant to any such underwriting arrangements shall be irrevocable andseveral, after making not joint and several, among such withdrawalPersons selling Registrable Shares, and the liability of each such Holder shall no longer have any right Person will be in proportion to, and on the condition that such liability will be limited to, the net amount received by such Person from the sale of his, her, or its Registrable Shares pursuant to include Registrable Securities in the Piggyback Offering as to which such withdrawal was maderegistration.

Priority on Registrations. (i) If a Piggyback Offering is an Underwritten Offering on behalf of the Company, and the managing underwriter(s) underwriter advises the Company in writing that in its opinion the number of securities Shares requested to be included in such the registration by all Persons (including the Company) exceeds the number of Shares which can be sold in an orderly manner in such offering within without having a Material Adverse Effect on such offering, including, without limitation, the price range acceptable to at which such securities can be sold (the Company"Maximum Offering Size"), the Company shall will be obligated to include in such registration the number which can be so sold in the following order of priority: only (i) first, (x) if such registration was initiated by the securities to be sold Company for the account sale of Shares for its own account, any and all Shares for sale by the Company, or (y) if such registration was initiated by any Holder or Holders pursuant to any Demand Request, any and all Shares for sale by the Requesting Holders pursuant to such Demand Request, (ii) second, if such registration was not initiated by the Registrable Securities Company for the sale of Shares for its own account, to the extent of any remaining Shares which may be sold in such offering, without exceeding the Maximum Offering Size, any Shares for sale by the Company, (iii) third, to the extent of any remaining Shares which may be sold in such offering without exceeding the Maximum Offering Size, each other Holder and Permitted Third-Party Holder shall be entitled to include any and all Shares held by such holders in the registration (pro rata based on the total number of such Shares held by each such holder), and (iv) fourth, to the extent of any remaining Shares which may be sold in such offering without exceeding the Maximum Offering Size, pro rata among any other Shares requested to be included in such pursuant to any other registration rights, except for those of Permitted Third Party Holders, that may have been, or may hereafter be, granted by the Company (pro rata among the Holder(s) of such Registrable Securities on the basis of the total number of shares of Common Stock owned by Shares that each such Holder), and third, any other securities requested holder requests to be included in such registration. ). No Person may participate in any registration under this Section 1.2 unless such Person (iix) If a Piggyback Offering is an Underwritten Offering on behalf of holders of the Company’s equity securities who are not Holders of Registrable Securities (“Other Holders”), and the managing underwriter(s) advises the Company in writing that in its opinion the number of equity securities requested agrees to be included in sell such Piggyback Offering exceeds the number which can be sold in an orderly manner in such offering within a price range acceptable to the Other Holders, the Company shall include in such registration the number which can be so sold in the following order of priority: first, the securities requested to be included therein by the Other Holders requesting such registration, second, the Registrable Securities requested to be included in such registration (pro rata among the Holder(s) of such Registrable Securities Person's Shares on the basis of provided in any underwriting arrangements approved by the number of shares of Common Stock owned by each such Holder) and third, other securities requested to be included in such registration. (iii) If, as a result of the proration provisions of this Section 2(c), any Holder shall not be entitled to include all Registrable Securities in a Piggyback Offering that such Holder has requested be included, such Holder may elect to withdraw its request to include Registrable Securities in such Piggyback Offering or may reduce the number requested to be included; provided, however, that (A) such request must be made in writing prior to commencement of marketing activities in connection with such Piggyback Offering Company and (By) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents required under the terms of such withdrawal shall be irrevocable and, after making such withdrawal, such Holder shall no longer have any right to include Registrable Securities in the Piggyback Offering as to which such withdrawal was madeunderwriting arrangements.

Priority on Registrations. (i) If a Piggyback Offering is Notwithstanding the provisions of Section 2(a) hereof, in the case of an Underwritten Offering on behalf underwritten offering, the managing underwriter or underwriters of the Company, and the managing underwriter(s) advises the Company in writing that in its opinion registration may limit the number of shares of Common Stock included in the underwriting pursuant to any registration or in the registration, if, in its or their opinion, the number of shares of Common Stock proposed to be sold in such underwriting or registration exceeds the number that can be sold without materially adversely affecting the price at which such securities could be sold. In the event the number is to be so limited in the underwriting or registration, a sufficient number of securities shall be eliminated to reduce the total amount of securities to be included in such underwriting or registration to the amount recommended by such underwriter. In reducing the amount of securities to be included in such underwriting or registration, the Company will include in such underwriting or registration (A) first, all securities the Company proposes to sell, (B) second, all Registrable Common Stock beneficially owned by the Management Stockholders requested to be included in the underwriting or registration and shares of Common Stock of the Company requested to be included by other holders of Common Stock who have registration rights in respect thereof PARI PASSU with the registration rights granted hereby, reduced PRO RATA according to the number of shares of Registrable Common Stock or Common Stock which are beneficially owned by each such holder and requested to be included in such registration exceeds in good faith with the number which can be sold in an orderly manner in such offering within a price range acceptable to bona fide intention of selling the Company, the Company shall include in such registration the number which can be so sold in the following order of priority: first, the securities to be sold for the account of the Company, second, the Registrable Securities requested to be included in such registration same; and (pro rata among the Holder(sC) of such Registrable Securities on the basis of the number of shares of Common Stock owned by each such Holder), and third, any other securities requested to be included in such registration. (ii) If a Piggyback Offering is an Underwritten Offering on behalf of holders The Company shall use its best efforts to enable the Registrable Common Stock of the Company’s equity securities who are not Holders of Registrable Securities (“Other Holders”)Management Stockholder, if inclusion in a registration and the managing underwriter(s) advises the Company in writing that in its opinion the number of equity securities requested to be included in such Piggyback Offering exceeds the number which can be sold in an orderly manner in such offering within a price range acceptable to the Other Holdersrelated underwriting is properly requested, the Company shall include in such registration the number which can be so sold in the following order of priority: first, the securities requested to be included therein by the Other Holders requesting such registration, second, the Registrable Securities requested to be included in such registration (pro rata among and underwriting; PROVIDED, HOWEVER, that the Holder(s) of such Registrable Securities on the basis of the number of shares of Common Stock owned by each such Holder) and third, other securities requested to be included in such registration. (iii) If, as a result of the proration provisions of this Section 2(c), any Holder Company shall not be entitled required to include all Registrable Securities in a Piggyback Offering that such Holder has requested be included, such Holder may elect pay additional underwriting or similar fees to withdraw its request to include Registrable Securities in such Piggyback Offering or may reduce the number requested to be included; provided, however, that (A) such request must be made in writing prior to commencement of marketing activities in connection with such Piggyback Offering and (B) such withdrawal shall be irrevocable and, after making such withdrawal, such Holder shall no longer have any right to include Registrable Securities in the Piggyback Offering as to which such withdrawal was made.procure such

Priority on Registrations. (i) If a Piggyback Offering is Notwithstanding the provisions of Section 3(a) hereof, in the case of an Underwritten Offering on behalf underwritten offering, the managing underwriter or underwriters of the Company, and the managing underwriter(s) advises the Company in writing that in its opinion the number of securities requested to be included in such registration exceeds the number which can be sold in an orderly manner in such offering within a price range acceptable to the Company, the Company shall include in such registration the number which can be so sold in the following order of priority: first, the securities to be sold for the account of the Company, second, the Registrable Securities requested to be included in such registration (pro rata among the Holder(s) of such Registrable Securities on the basis of may limit the number of shares of Common Stock included in the underwritten offering if, in its or their opinion, the number of shares of Common Stock requested to be sold in such underwritten offering exceeds the number that can be sold without materially adversely affecting the price at which such securities could be sold. In the event the number is to be so limited in the underwritten offering, a sufficient number of shares of Common Stock shall be eliminated to reduce the total amount of shares of Common Stock to be included in such underwritten offering to the amount recommended by such underwriter. In reducing the amount of shares of Common Stock to be included in such underwritten offering, the Company will include in such underwritten offering (A) first, all shares of Common Stock the Company proposes to sell, (B) second, all Registrable Common Stock beneficially owned by any Stockholder requested to be included in the underwritten offering and shares of Common Stock requested to be included by other holders of Common Stock, who are stockholders on the date hereof and who have registration rights in respect thereof PARI PASSU with the registration rights granted hereby, reduced PRO RATA according to the number of shares of Common Stock beneficially owned by each such Holder), stockholder; and (C) third, any other securities shares of Common Stock requested to be included in such registration. (ii) If a Piggyback Offering is an Underwritten Offering on behalf of holders The Company shall use its best efforts to enable the Registrable Common Stock of the Company’s equity securities who are not Holders of Registrable Securities (“Other Holders”)Stockholders, and the managing underwriter(s) advises the Company if inclusion in writing that in its opinion the number of equity securities requested an underwritten offering is properly requested, to be included in such Piggyback Offering exceeds underwritten offering; PROVIDED, HOWEVER, that the number which can Company will not be sold in an orderly manner in such offering within a price range acceptable required to pay any Selling Expenses with respect to the Other Holderssale of such Registrable Common Stock. If such Selling Stockholder's Registrable Common Stock is not included in the underwritten offering, the Company shall include in nonetheless use its best efforts to enable such registration the number which can Selling Stockholder's Registrable Common Stock to be so sold in accordance with the following order intended methods of priority: first, the securities requested to be included therein by the Other Holders requesting such registration, second, the Registrable Securities requested to be included in such registration (pro rata among the Holder(s) of such Registrable Securities on the basis of the number of shares of Common Stock owned by each such Holder) and third, other securities requested to be included in such registration. (iii) If, as a result of the proration provisions of this Section 2(c), any Holder shall not be entitled to include all Registrable Securities in a Piggyback Offering that such Holder has requested be included, such Holder may elect to withdraw its request to include Registrable Securities in such Piggyback Offering or may reduce the number requested to be included; provided, however, that (A) such request must be made in writing prior to commencement of marketing activities in connection with such Piggyback Offering and (B) such withdrawal shall be irrevocable and, after making such withdrawal, such Holder shall no longer have any right to include Registrable Securities distribution without inclusion in the Piggyback Offering as underwriting, subject to which such withdrawal was madethe provision contained in the preceding sentence.

Priority on Registrations. If the Registrable Shares requested to be included in the registration statement by any Holder differ from the type of securities proposed to be registered by the Company and the managing underwriter advises the Company that due to such differences the inclusion of such Registrable Shares would cause a Material Adverse Effect, then (i) If a Piggyback Offering is an Underwritten Offering on behalf of the Company, and the managing underwriter(s) advises the Company in writing that in its opinion the number of such Holder's or Holders' Registrable Shares to be included in the registration statement shall be reduced to an amount which, in the judgment of the managing underwriter, would eliminate such Material Adverse Effect or (ii) if no such reduction would, in the judgment of the managing underwriter, eliminate such Material Adverse Effect, then the Company shall have the right to exclude all such Registrable Shares from such registration statement provided no other securities of such type are included and offered for the account of any other Person in such registration statement. Any partial reduction in the number of Registrable Shares to be included in the registration statement pursuant to clause (i) of the immediately preceding sentence shall be effected pro rata based on the ratio which such Holder's requested shares bears to the total number of shares requested to be included in such registration exceeds the number which can statement by all Persons (including Requesting Holders) who have requested (pursuant to contractual registration rights) that their shares be sold in an orderly manner included in such offering within registration statement. If the Registrable Shares requested to be included in the registration statement are of the same type as the securities being registered by the Company and the managing underwriter advises the Company that the inclusion of such Registrable Shares would cause a price range acceptable to the CompanyMaterial Adverse Effect, the Company shall will be obligated to include in such registration the number which can be so sold in the following order of priority: firststatement, the securities as to be sold for the account each Requesting Holder, only a portion of the Company, second, shares such Holder has requested be registered equal to the Registrable Securities ratio which such Holder's requested shares bears to the total number of shares requested to be included in such registration statement by all Persons (pro rata among the Holder(sincluding Requesting Holders) of such Registrable Securities on the basis of the number of who have requested (pursuant to contractual registration rights) that their shares of Common Stock owned by each such Holder), and third, any other securities requested to be included in such registration. (ii) If a Piggyback Offering is an Underwritten Offering on behalf of holders of the Company’s equity securities who are not Holders of Registrable Securities (“Other Holders”), and the managing underwriter(s) advises the Company in writing that in its opinion the number of equity securities requested to be included in such Piggyback Offering exceeds the number which can be sold in an orderly manner in such offering within a price range acceptable to the Other Holders, the Company shall include in such registration the number which can be so sold in the following order of priority: first, the securities requested to be included therein by the Other Holders requesting such registration, second, the Registrable Securities requested to be included in such registration (pro rata among the Holder(s) of such Registrable Securities on the basis of the number of shares of Common Stock owned by each such Holder) and third, other securities requested to be included in such registration. (iii) If, statement. If as a result of the proration provisions of this Section 2(c), 3.2.2 any Holder shall not be entitled to include all Registrable Securities in a Piggyback Offering registration that such Holder has requested to be so included, such Holder may elect to withdraw its such Holder's request to include Registrable Securities Shares in such Piggyback Offering or registration statement. No Person may reduce participate in any registration statement hereunder unless such Person (x) agrees to sell such person's Registrable Shares on the number requested to be includedbasis provided in any underwriting arrangements approved by the Company and (y) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements, and other documents reasonably required under the terms of such underwriting arrangements; provided, however, that (A) no such request must Person shall be made in writing prior required to commencement of marketing activities make any representations or warranties in connection with any such Piggyback Offering registration other than representations and warranties as to (i) such Person's ownership of his or its Registrable Shares to be sold or transferred free and clear of all liens, claims, and encumbrances, (ii) such Person's power and authority to effect such transfer, and (Biii) such withdrawal matters pertaining to compliance with securities laws as may be reasonably requested; provided further, however, that the obligation of such Person to indemnify pursuant to any such underwriting arrangements shall be irrevocable andseveral, after making not joint and several, among such withdrawalPersons selling Registrable Shares, and the liability of each such Holder shall no longer have any right Person will be in proportion to, and limited to, the net amount received by such Person from the sale of his or its Registrable Shares pursuant to include Registrable Securities in the Piggyback Offering as to which such withdrawal was maderegistration.

Priority on Registrations. (i) If a Piggyback Offering Registration is an Underwritten Offering on behalf of the Companyunderwritten registration, and the managing underwriter(s) advises underwriters advise the Company in writing that (with a copy to each party hereto requesting registration of OSI Stockholder Shares) that, in its opinion their opinion, the number of securities requested to be included in such registration exceeds the number which can be sold in an orderly manner in such offering within a price range acceptable to without adversely affecting the Companymarketability of such offering, the Company shall will include in such registration the number which can be so sold in the following order of priority(1) with respect to a primary registration: (a) first, the securities that the Company proposes to be sold for the account of the Companysell, and (b) second, the Registrable Securities OSI Stockholder Shares requested to be included in such registration (pursuant to this Section 6 together with any other holders of securities to whom registration rights may hereafter be granted, pro rata among the Holder(s) of such Registrable Securities holders thereof on the basis of the number of OSI Stockholder Shares or other securities owned by each such holder, and (2) with respect to a secondary registration: (a) first, the shares of capital stock of the Company of any stockholder exercising his, her or its right to include his, her or its shares of Common Stock owned by each such Holder)in a Demand Registration, and third, any other securities requested to be included in such registration. (iib) If a Piggyback Offering is an Underwritten Offering on behalf of holders of the Company’s equity securities who are not Holders of Registrable Securities (“Other Holders”), and the managing underwriter(s) advises the Company in writing that in its opinion the number of equity securities requested to be included in such Piggyback Offering exceeds the number which can be sold in an orderly manner in such offering within a price range acceptable to the Other Holders, the Company shall include in such registration the number which can be so sold in the following order of priority: first, the securities requested to be included therein by the Other Holders requesting such registration, second, the Registrable Securities OSI Stockholder Shares requested to be included in such registration (pursuant to this Section 6 together with any other holders of securities to whom registration rights may hereafter be granted, pro rata among the Holder(s) of such Registrable Securities holders thereof on the basis of the number of shares of Common Stock OSI Stockholder Shares or other securities owned by each such Holder) and third, other securities requested to be included in such registration. (iii) holder. If, as a result of the proration provisions of this Section 2(c6(c), any Holder OSI Stockholder shall not be entitled to include all Registrable Securities OSI Stockholder Shares in a Piggyback Offering Registration that such Holder OSI Stockholder has requested to be included, such Holder OSI Stockholder may elect to withdraw its his request to include Registrable Securities its OSI Stockholder Shares in such Piggyback Offering or may reduce the number requested to be includedregistration (a "Withdrawal Election"); provided, however, provided that (A) such request must a Withdrawal Election shall be made in writing prior to commencement the effectiveness of marketing activities in connection with such Piggyback Offering the related registration statement and (B) such withdrawal shall be irrevocable and, after making such withdrawala Withdrawal Election, such Holder an OSI Stockholder shall no longer have any right to include Registrable Securities its OSI Stockholder Shares in the Piggyback Offering registration as to which such withdrawal Withdrawal Election was made.

Priority on Registrations. (i) If a Piggyback Offering is Notwithstanding the provisions of Section 3(a) hereof, in the case of an Underwritten Offering on behalf underwritten offering, the managing underwriter or underwriters of the Company, and the managing underwriter(s) advises the Company in writing that in its opinion the number of securities requested to be included in such registration exceeds the number which can be sold in an orderly manner in such offering within a price range acceptable to the Company, the Company shall include in such registration the number which can be so sold in the following order of priority: first, the securities to be sold for the account of the Company, second, the Registrable Securities requested to be included in such registration (pro rata among the Holder(s) of such Registrable Securities on the basis of may limit the number of shares of Common Stock included in the underwritten offering if, in its or their opinion, the number of shares of Common Stock requested to be sold in such underwritten offering exceeds the number that can be sold without materially adversely affecting the price at which such securities could be sold. In the event the number is to be so limited in the underwritten offering, a sufficient number of shares of Common Stock shall be eliminated to reduce the total amount of shares of Common Stock to be included in such underwritten offering to the amount recommended by such underwriter. In reducing the amount of shares of Common Stock to be included in such underwritten offering, the Company will include in such underwritten offering (A) first, all shares of Common Stock the Company proposes to sell, (B) second, all Registrable Common Stock beneficially owned by any Stockholder requested to be included in the underwritten offering and shares of Common Stock requested to be included by other holders of Common Stock, who are stockholders on the date hereof and who have registration rights in respect thereof pari passu with the registration rights granted hereby, reduced pro rata according to the number of shares of Common Stock beneficially owned by each such Holder), stockholder; and (C) third, any other securities shares of Common Stock requested to be included in such registration. (ii) If a Piggyback Offering is an Underwritten Offering on behalf of holders The Company shall use its best efforts to enable the Registrable Common Stock of the Company’s equity securities who are not Holders of Registrable Securities (“Other Holders”)Stockholders, and the managing underwriter(s) advises the Company if inclusion in writing that in its opinion the number of equity securities requested an underwritten offering is properly requested, to be included in such Piggyback Offering exceeds the number which can be sold in an orderly manner in such offering within a price range acceptable to the Other Holders, the Company shall include in such registration the number which can be so sold in the following order of priority: first, the securities requested to be included therein by the Other Holders requesting such registration, second, the Registrable Securities requested to be included in such registration (pro rata among the Holder(s) of such Registrable Securities on the basis of the number of shares of Common Stock owned by each such Holder) and third, other securities requested to be included in such registration. (iii) If, as a result of the proration provisions of this Section 2(c), any Holder shall not be entitled to include all Registrable Securities in a Piggyback Offering that such Holder has requested be included, such Holder may elect to withdraw its request to include Registrable Securities in such Piggyback Offering or may reduce the number requested to be includedunderwritten offering; provided, however, that (A) the Company will not be required to pay any Selling Expenses with respect to the sale of such request must be made in writing prior to commencement of marketing activities in connection with Registrable Common Stock. If such Piggyback Offering and (B) such withdrawal shall be irrevocable and, after making such withdrawal, such Holder shall no longer have any right to include Selling Stockholder's Registrable Securities Common Stock is not included in the Piggyback Offering as underwritten offering, the Company shall nonetheless use its best efforts to which enable such withdrawal was madeSelling Stockholder's Registrable Common Stock to be sold in accordance with the intended methods of distribution without inclusion in the underwriting, subject to the provision contained in the preceding sentence.

Priority on Registrations. (i) If a Piggyback Offering is Notwithstanding the provisions of Section 3(a) hereof, in the case of an Underwritten Offering on behalf underwritten offering, the managing underwriter or underwriters of the Company, and the managing underwriter(s) advises the Company in writing that in its opinion registration may limit the number of shares of Common Stock included in the underwritten offering if, in its or their opinion, the number of shares of Common Stock requested to be sold in such underwritten offering exceeds the number that can be sold without materially adversely affecting the price at which such securities could be sold. In the event the number is to be so limited in the underwritten offering, a sufficient number of shares of Common Stock shall be eliminated to reduce the total amount of shares of Common Stock to be included in such underwritten offering to the amount recommended by such underwriter. In reducing the amount of shares of Common Stock to be included in such underwritten offering, the Company will include in such underwritten offering (A) first, all shares of Common Stock the Company proposes to sell, (B) second, all Registrable Common Stock beneficially owned by any Stockholder requested to be included in the underwritten offering and shares of Common Stock requested to be included by other holders of Common Stock who are stockholders on the date hereof and who have registration rights in respect thereof PARI PASSU with the registration rights granted hereby reduced PRO RATA according to the number of shares of Registrable Common Stock requested to be included in such registration exceeds in good faith with the number which can be sold in an orderly manner in such offering within a price range acceptable to bona fide intention of selling the Companysame; and (C) third, the Company shall include in such registration the number which can be so sold in the following order of priority: first, the securities to be sold for the account of the Company, second, the Registrable Securities requested to be included in such registration (pro rata among the Holder(s) of such Registrable Securities on the basis of the number of other shares of Common Stock owned by each such Holder), and third, any other securities requested to be included in such registration. (ii) If a Piggyback Offering is an Underwritten Offering on behalf of holders The Company shall use its best efforts to enable the Registrable Common Stock of the Company’s equity securities who are not Holders of Registrable Securities (“Other Holders”)Stockholder, and the managing underwriter(s) advises the Company if inclusion in writing that in its opinion the number of equity securities requested an underwritten offering is properly requested, to be included in such Piggyback Offering exceeds underwritten offering; PROVIDED, HOWEVER, the number which can Company will not be sold in an orderly manner in such offering within a price range acceptable required to pay any Selling Expenses with respect to the Other Holderssale of such Registrable Common Stock. If such Selling Stockholder's Registrable Common Stock is not included in the underwritten offering, the Company shall include in nonetheless use its best efforts to enable such registration the number which can Selling Stockholder's Registrable Common Stock to be so sold in accordance with the following order intended methods of priority: firstdistribution without inclusion in the underwriting, subject to the securities requested provision contained in the preceding sentence. The Company may impose stop-transfer instructions with respect to be included therein by Common Stock subject to the Other Holders requesting such registration, second, restrictions provided for in this Section 3 until the Registrable Securities requested to be included in such registration (pro rata among the Holder(s) end of such Registrable Securities on the basis of the number of shares of Common Stock owned by each such Holder) and third, other securities requested to be included in such registration90-day period. (iii) If, as a result of the proration provisions of this Section 2(c), any Holder shall not be entitled to include all Registrable Securities in a Piggyback Offering that such Holder has requested be included, such Holder may elect to withdraw its request to include Registrable Securities in such Piggyback Offering or may reduce the number requested to be included; provided, however, that (A) such request must be made in writing prior to commencement of marketing activities in connection with such Piggyback Offering and (B) such withdrawal shall be irrevocable and, after making such withdrawal, such Holder shall no longer have any right to include Registrable Securities in the Piggyback Offering as to which such withdrawal was made.

Priority on Registrations. If the managing underwriter advises the Company that the inclusion of Registrable Shares would cause a Material Adverse Effect, the Company will be obligated to include in such registration statement the Registrable Shares of the Holders in sequence, in accordance with the following: (ia) If a Piggyback Offering is in the case of an Underwritten Offering on behalf of offering by the Company for its own account, (A) first, any and all securities for sale by the Company, (B) second, Registrable Shares requested to be included in such registration by the HMC Group, pro rata based on the ratio which such requested Registrable Shares from each Holder who is a member of the HMC Group bears to the total number of Registrable Shares requested to be included in such registration statement by Holders who are members of the HMC Group, (C) third, Registrable Shares requested to be included in such registration by the other Holders, pro rata based on the ratio which such requested Registrable Shares bears to the total number of Registrable Shares requested to be included in such registration statement by such Holders, and (D) fourth, securities requested to be included in such registration statement pursuant to any other registration rights that may have been, or may hereafter be, granted by the managing underwriter(s) advises Company, pro rata based on the Company in writing that in its opinion ratio which such requested securities bears to the total number of securities requested to be included in such registration exceeds statement by all other Persons; (b) in the number which can be sold in case of an orderly manner in such offering within a price range acceptable to the Company, by the Company shall include in such registration the number which can be so sold in the following order of priority: first, the securities to be sold for the account of any of its securityholders (other than the CompanyHolders) of any class of equity security pursuant to the exercise of demand registration rights by such securityholders, second(A) first, securities requested to be registered by any such securityholder pursuant to the exercise of such demand registration rights and Registrable Securities Shares requested to be included in such registration (by the HMC Group, pro rata among the Holder(s) of such Registrable Securities based on the basis of ratio which such requested securities bears to the total number of shares of Common Stock owned by each such Holder), and third, any other securities requested to be included in such registration. registration statement by the Persons exercising such demand and the HMC Group, (iiB) If a Piggyback Offering is an Underwritten Offering second, Registrable Shares requested to be registered by the other Holders, pro rata based on behalf the ratio which such requested Registrable Shares bears to the total number of holders Registrable Shares requested to be registered by such Holders, and (C) third, securities for the account of the Company’s equity securities who are not Holders of Registrable Securities (“Other Holders”), and the managing underwriter(s) advises the Company in writing that in its opinion the number of equity securities requested to be included in such Piggyback Offering exceeds the number which can be sold in an orderly manner in such offering within a price range acceptable to the Other Holders, the Company shall include in such registration the number which can be so sold in the following order of priority: first, the securities requested to be included therein by the Other Holders requesting such registration, second, the Registrable Securities requested to be included in such registration (pro rata among the Holder(s) of such Registrable Securities on the basis of the number of shares of Common Stock owned by each such Holder) and third, other securities requested to be included in such registration. (iii) If, . If as a result of the proration provisions of this Section 2(c), 3.2.2 any Holder shall not be entitled to include all Registrable Securities Shares in a Piggyback Offering registration that such Holder has requested to be so included, such Holder may elect to withdraw its such Holder's request to include Registrable Securities Shares in such Piggyback Offering or registration statement; and (c) notwithstanding the other provisions of this Section 3.2.2, the provisions of Section 3.1.4(b) shall apply as to the Carpenter Priority Sharex. No Person may reduce participate in any registration statement hereunder unless such Person (i) agrees to sell such person's Registrable Shares on the number requested to be includedbasis provided in any underwriting arrangements approved by the Company and (ii) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements, and other documents reasonably required under the terms of such underwriting arrangements; provided, however, that (A) no such request must Person shall be made in writing prior required to commencement of marketing activities make any representations or warranties in connection with any such Piggyback Offering registration other than representations and warranties as to (i) such Person's ownership of his or its Registrable Shares to be sold or transferred free and clear of all liens, claims, and encumbrances, (ii) such Person's power and authority to effect such transfer, and (Biii) such withdrawal matters pertaining to compliance with securities laws as may be reasonably requested; provided, further, that the obligation of such Person to indemnify pursuant to any such underwriting arrangements shall be irrevocable andseveral, after making not joint and several, among such withdrawalPersons selling Registrable Shares, and the liability of each such Holder shall no longer have any right Person will be in proportion to, and provided further that such liability will be limited to, the net amount received by such Person from the sale of his or its Registrable Shares pursuant to include Registrable Securities in the Piggyback Offering as to which such withdrawal was maderegistration.

Priority on Registrations. (i) If Notwithstanding any other provision of this Article VI, if the lead managing underwriter or underwriters advise, in the case of a Piggyback Offering is an Underwritten Offering on behalf of requested registration pursuant to Section 6.1, the CompanyFarids Group or, and the managing underwriter(s) advises in all other cases, the Company in writing that in its opinion marketing factors (including, but not limited to, an adverse effect on the per share offering price) require a limitation of the number of securities requested shares to be included in such registration exceeds an underwritten offering (including Registrable Securities), then the number which can be sold in an orderly manner in such offering within a price range acceptable to Farids Group or the Company, as the case may be, shall so advise all holders of Registrable Securities and all Other Piggyback Holders who have requested to participate in such offering, that (i) if the requested registration is pursuant to Section 6.1, the number of shares that may be included in the underwriting shall be allocated first to the Farids Group for its own account, and second to the Company shall include (to the extent it is selling shares of Common Stock in such registration offering) and the Other Piggyback Holders who have duly requested shares to be included therein on a pro rata basis based on the number which can be so sold in the following order of priority: first, the securities shares proposed to be sold for by the account Company and the number of the Company, second, the Other Registrable Securities requested to be included in by such Other Piggyback Holders, and (ii) if the requested registration (pro rata among the Holder(s) of such Registrable Securities on the basis of is not pursuant to Section 6.1, the number of shares of Common Stock owned by each such Holder), and third, any other securities requested to that may be included in the underwriting shall be allocated first to the Company for its own account (to the extent such registration. (ii) If a Piggyback Offering is an Underwritten Offering on behalf of holders of registration was initiated by the Company’s equity securities who are not Holders ) or to such Holder of Other Registrable Securities who demanded such registration pursuant to demand rights similar to those set forth in this Agreement, and second to the Company (“Other Holders”to the extent such registration was not initiated by the Company), the Farids Group and the managing underwriter(s) advises the Company in writing that in its opinion the number of equity securities Other Piggyback Holders who have duly requested to be included in such Piggyback Offering exceeds the number which can be sold in an orderly manner in such offering within a price range acceptable to the Other Holders, the Company shall include in such registration the number which can be so sold in the following order of priority: first, the securities requested shares to be included therein on a pro rata basis based on the number of shares proposed to be sold by the Other Holders requesting Company (to the extent such registration, secondregistration was not initiated by the Company), the number of Registrable Securities requested to be included in such registration (pro rata among by the Holder(s) of such Registrable Securities on the basis of Farids Group and the number of shares of Common Stock owned by each such Holder) and third, other securities Other Registrable Securities requested to be included in by all such registration. (iii) IfOther Piggyback Holders. For any Other Piggyback Holder which is a partnership, limited liability company or corporation, the partners, members or shareholders, as a result applicable, of such Other Piggyback Holder and the estates and Family Members of any such partners, members and shareholders and any trusts for the benefit of any of the proration provisions of foregoing Person(s) shall be deemed to be a single “Other Piggyback Holder,” and any pro rata reduction with respect to such “Other Piggyback Holder” pursuant to this Section 2(c), any Holder shall not be entitled to include all Registrable Securities in a Piggyback Offering that such Holder has requested be included, such Holder may elect to withdraw its request to include Registrable Securities in such Piggyback Offering or may reduce the number requested to be included; provided, however, that (A) such request must be made in writing prior to commencement of marketing activities in connection with such Piggyback Offering and (B) such withdrawal 6.3 shall be irrevocable and, after making based upon the aggregate amount of shares carrying registration rights owned by all Persons deemed to constitute such withdrawal, such Holder shall no longer have any right to include Registrable Securities “Other Piggyback Holder” (as defined in the Piggyback Offering as to which such withdrawal was madethis sentence).

Priority on Registrations. (i) If the managing underwriter advises the Corporation that the inclusion of Registrable Shares in the registration statement would cause a Piggyback Offering is an Underwritten Offering on behalf material adverse effect, the Corporation will be obligated to include in such registration statement, as to each Requesting Stockholder, only a portion of the Company, and shares such Stockholder has requested be registered equal to the managing underwriter(s) advises ratio which such Stockholder’s requested shares bears to the Company in writing that in its opinion the total number of securities shares requested to be included in such registration exceeds statement by all Persons other than the number which can be sold in an orderly manner in such offering within a price range acceptable Corporation (including Requesting Stockholders) who have requested (pursuant to the Company, the Company shall include in such contractual registration the number which can be so sold in the following order of priority: first, the securities to be sold for the account of the Company, second, the Registrable Securities requested to rights) that their shares be included in such registration (pro rata among the Holder(sstatement, it being understood that notwithstanding anything in this Section 5.4(b) of such Registrable Securities on the basis of the number of shares of Common Stock owned by each such Holder), and third, any other securities requested to be included in such registration. (ii) If a Piggyback Offering is an Underwritten Offering on behalf of holders of the Company’s equity securities who are not Holders of Registrable Securities (“Other Holders”), and the managing underwriter(s) advises the Company in writing that in its opinion the number of equity securities requested to be included in such Piggyback Offering exceeds the number which can be sold in an orderly manner in such offering within a price range acceptable to the Other Holderscontrary, if the registration constitutes a Demand Registration, the Company shall include Requesting Holder will have the rights of priority set forth in such registration the number which can be so sold in the following order of priority: first, the securities requested to be included therein by the Other Holders requesting such registration, second, the Registrable Securities requested to be included in such registration (pro rata among the Holder(s) of such Registrable Securities on the basis of the number of shares of Common Stock owned by each such Holder) and third, other securities requested to be included in such registration. (iii) If, Section 5.3(d). If as a result of the proration provisions of this Section 2(c), 5.4(b) any Holder Stockholder shall not be entitled to include all Registrable Securities in a Piggyback Offering registration that such Holder Stockholder has requested to be so included, such Holder Stockholder may elect to withdraw its such Stockholder’s request to include Registrable Securities Shares in such Piggyback Offering or registration statement. No Person may reduce participate in any registration statement hereunder unless such Person (x) agrees to sell such person’s Registrable Shares on the number requested to be includedbasis provided in any underwriting arrangements approved by the Corporation and (y) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements, and other documents, each in customary form, reasonably required under the terms of such underwriting arrangements; provided, however, that (A) no such request must Person shall be made in writing prior required to commencement of marketing activities make any representations or warranties in connection with any such Piggyback Offering registration other than representations and warranties as to (i) such Person’s ownership of his, her, or its Registrable Shares to be sold or transferred free and clear of all liens, claims, and encumbrances, (ii) such Person’s power and authority to effect such transfer, and (Biii) such withdrawal matters pertaining to compliance with securities laws as may be reasonably requested; provided further, however, that the obligation of such Person to indemnify pursuant to any such underwriting arrangements shall be irrevocable andseveral, after making not joint and several, among such withdrawalPersons selling Registrable Shares, and the liability of each such Holder shall no longer have any right Person will be in proportion to, and on the condition that such liability will be limited to, the net amount received by such Person from the sale of his, her, or its Registrable Shares pursuant to include Registrable Securities in the Piggyback Offering as to which such withdrawal was maderegistration.

Priority on Registrations. (i) If Notwithstanding any other provision of this Article VI, if the lead managing underwriter or underwriters advise, in the case of a Piggyback Offering is an Underwritten Offering on behalf of requested registration pursuant to Section 6.1, the CompanyOW Group or, and the managing underwriter(s) advises in all other cases, the Company in writing that in its opinion marketing factors (including, but not limited to, an adverse effect on the per share offering price) require a limitation of the number of securities requested shares to be included in such registration exceeds an underwritten offering (including Registrable Securities), then the number which can be sold in an orderly manner in such offering within a price range acceptable to OW Group or the Company, as the case may be, shall so advise all holders of Registrable Securities and all Other Piggyback Holders who have requested to participate in such offering, that (i) if the requested registration is pursuant to Section 6.1, the number of shares that may be included in the underwriting shall be allocated first to the OW Group for its own account, and second to the Company shall include (to the extent it is selling shares of Common Stock in such registration offering) and the Other Piggyback Holders who have duly requested shares to be included therein on a pro rata basis based on the number which can be so sold in the following order of priority: first, the securities shares proposed to be sold for by the account Company and the number of the Company, second, the Other Registrable Securities requested to be included in by such Other Piggyback Holders, and (ii) if the requested registration (pro rata among the Holder(s) of such Registrable Securities on the basis of is not pursuant to Section 6.1, the number of shares of Common Stock owned by each such Holder), and third, any other securities requested to that may be included in the underwriting shall be allocated first to the Company for its own account (to the extent such registration. (ii) If a Piggyback Offering is an Underwritten Offering on behalf of holders of registration was initiated by the Company’s equity securities who are not Holders ) or to such Holder of Other Registrable Securities who demanded such registration pursuant to demand rights similar to those set forth in this Agreement, and second to the Company (“Other Holders”to the extent such registration was not initiated by the Company), the OW Group and the managing underwriter(s) advises the Company in writing that in its opinion the number of equity securities Other Piggyback Holders who have duly requested to be included in such Piggyback Offering exceeds the number which can be sold in an orderly manner in such offering within a price range acceptable to the Other Holders, the Company shall include in such registration the number which can be so sold in the following order of priority: first, the securities requested shares to be included therein on a pro rata basis based on the number of shares proposed to be sold by the Other Holders requesting Company (to the extent such registration, secondregistration was not initiated by the Company), the number of Registrable Securities requested to be included in such registration (pro rata among by the Holder(s) of such Registrable Securities on the basis of OW Group and the number of shares of Common Stock owned by each such Holder) and third, other securities Other Registrable Securities requested to be included in by all such registration. (iii) IfOther Piggyback Holders. For any Other Piggyback Holder which is a partnership, limited liability company or corporation, the partners, members or shareholders, as a result applicable, of such Other Piggyback Holder and the estates and Family Members of any such partners, members and shareholders and any trusts for the benefit of any of the proration provisions of foregoing Person(s) shall be deemed to be a single “Other Piggyback Holder,” and any pro rata reduction with respect to such “Other Piggyback Holder” pursuant to this Section 2(c), any Holder shall not be entitled to include all Registrable Securities in a Piggyback Offering that such Holder has requested be included, such Holder may elect to withdraw its request to include Registrable Securities in such Piggyback Offering or may reduce the number requested to be included; provided, however, that (A) such request must be made in writing prior to commencement of marketing activities in connection with such Piggyback Offering and (B) such withdrawal 6.3 shall be irrevocable and, after making based upon the aggregate amount of shares carrying registration rights owned by all Persons deemed to constitute such withdrawal, such Holder shall no longer have any right to include Registrable Securities “Other Piggyback Holder” (as defined in the Piggyback Offering as to which such withdrawal was madethis sentence).

Priority on Registrations. (i) If a Piggyback Offering is an Underwritten Offering on behalf of the Company, and the managing underwriter(s) advises the Company in writing that in its opinion the number of securities requested to be included in such registration exceeds the number which can be sold in an orderly manner in such offering within a price range acceptable to the Company, the Company shall include in such registration the number which can be so sold in the following order of priority: first, the securities to be sold for the account of the Company, second, the Registrable Securities requested to be included in the registration statement by any Stockholder differ from the type of securities proposed to be registered by the Company and the managing underwriter advises the Company that due to such registration (pro rata among differences the Holder(s) inclusion of such Registrable Securities on the basis of would cause a Material Adverse Effect, then (1) the number of shares such Stockholder's or Stockholders' Registrable Securities to be included in the Registration Statement shall be reduced to an amount which, in the judgment of Common Stock owned by each the managing underwriter, would eliminate such Holder)Material Adverse Effect or (2) if no such reduction would, in the judgment of the managing underwriter, eliminate such Material Adverse Effect, then the Company shall have the right to exclude all such Registrable Securities from such registration statement provided no other securities of such type are included and third, offered for the account of any other person or entity in such registration statement. Any partial reduction in the number of Registrable Securities to be included in the registration statement pursuant to clause (1) of the immediately preceding sentence shall be effected pro rata based on the ratio which such Stockholder's requested securities bears to the total number of Shares or principal amount of New Notes, as the case may be, requested to be included in such registration. registration statement by all persons or entities (iiincluding Requesting Stockholders) If a Piggyback Offering is an Underwritten Offering on behalf of holders of the Company’s equity who have requested (pursuant to contractual registration rights) that their securities who are not Holders of Registrable Securities (“Other Holders”), and the managing underwriter(s) advises the Company in writing that in its opinion the number of equity securities requested to be included in such Piggyback Offering exceeds the number which can be sold in an orderly manner in such offering within a price range acceptable to the Other Holders, the Company shall include in such registration the number which can be so sold in the following order of priority: first, the securities requested to be included therein by the Other Holders requesting such registration, second, statement. If the Registrable Securities requested to be included in such the registration (pro rata among statement are of the Holder(s) same type as the securities being registered by the Company and the managing underwriter advises the Company that the inclusion of such Registrable Securities on would cause a Material Adverse Effect, the basis Company will be obligated to include in such registration statement, as to each Stockholder, only a portion of the Registerable Securities such Stockholder has requested be registered equal to the ratio which such Stockholder's requested securities bears to the total number of shares Shares or principal amount of Common Stock owned by each such Holder) and thirdNew Notes, other securities as the case may be, requested to be included in such registration. registration statement by all persons or entities (iiiincluding Requesting Stockholders) If, who have requested (pursuant to contractual registration rights) that their securities be included in such registration statement. If as a result of the proration provisions of this Section 2(c), 2(c)(ii) any Holder Stockholder shall not be entitled to include all Registrable Securities in a Piggyback Offering registration that such Holder Stockholder has requested to be so included, such Holder Stockholder may elect to withdraw its such Stockholder's request to include Registrable Securities in such Piggyback Offering or may reduce the number requested to be included; provided, however, that (A) such request must be made in writing prior to commencement of marketing activities in connection with such Piggyback Offering and (B) such withdrawal shall be irrevocable and, after making such withdrawal, such Holder shall no longer have any right to include Registrable Securities in the Piggyback Offering as to which such withdrawal was maderegistration statement.

Priority on Registrations. If the Registrable Shares requested to be included in the registration statement by any Holder differ from the type of securities proposed to be registered by the Company and the managing underwriter advises the Company that due to such differences the inclusion of such Registrable Shares would cause a Material Adverse Effect, then (i) If a Piggyback Offering is an Underwritten Offering on behalf of the Company, and the managing underwriter(s) advises the Company in writing that in its opinion the number of such Holder's or Holders' Registrable Shares to be included in the registration statement shall be reduced to an amount which, in the judgment of the managing underwriter, would eliminate such Material Adverse Effect or (ii) if no such reduction would, in the judgment of the managing underwriter, eliminate such Material Adverse Effect, then the Company shall have the right to exclude all such Registrable Shares from such registration statement provided no other securities of such type are included and offered for the account of any other Person in such registration statement. Any partial reduction in number of Registrable Shares to be included in the registration statement pursuant to clause (i) of the immediately preceding sentence shall be effected pro rata based on the ratio which the number of such Holder's requested shares bears to the total number of shares requested to be included in such registration exceeds the number which can statement by all Persons who have requested that their shares be sold in an orderly manner included in such offering within registration statement. If the Registrable Shares requested to be included in the registration statement are of the same type as the securities being registered by the Company and the managing underwriter advises the Company that the inclusion of such Registrable Shares would cause a price range acceptable to the CompanyMaterial Adverse Effect, the Company shall will be obligated to include in such registration the number which can be so sold in the following order of priority: firststatement, the securities as to be sold for the account each Holder, only a portion of the Company, second, shares that such Holder has requested be registered equal to the Registrable Securities ratio which such Holder's requested shares bears to the total number of shares requested to be included in such registration (pro rata among the Holder(s) of such Registrable Securities on the basis of the number of statement by all Persons who have requested that their shares of Common Stock owned by each such Holder), and third, any other securities requested to be included in such registration. registration statement (other than (i) the Company, if such registration has been initiated by the Company for securities to be offered by the Company and (ii) If Persons exercising their right to cause a Piggyback Offering Demand Registration). It is an Underwritten Offering on behalf of holders of acknowledged by the Company’s equity securities who are not Holders of Registrable Securities (“Other Holders”), and the managing underwriter(s) advises the Company in writing that in its opinion the number of equity securities requested to be included in such Piggyback Offering exceeds the number which can be sold in an orderly manner in such offering within a price range acceptable pursuant to the Other Holders, the Company shall include in such registration the number which can be so sold in the following order of priority: firstforegoing provision, the securities requested to be included therein by the Other Holders requesting such registration, second, the Registrable Securities requested to be included in such registration shall be allocated (pro rata among x) first, to the Holder(sCompany, if such registration has been initiated by the Company for securities to be offered by the Company, (y) of second, to securities offered by Persons exercising their right to cause a Demand Registration, if such Registrable Securities on the basis of the number of shares of Common Stock owned by each such Holderregistration is a Demand Registration and (z) and third, other securities requested to be included in such registration. (iii) If, as a result of the proration provisions of this Section 2(c), any Holder shall not be entitled to include Holders and all Registrable Securities in a Piggyback Offering that such Holder has requested be included, such Holder may elect to withdraw its request to include Registrable Securities in such Piggyback Offering or may reduce the number requested to be included; provided, however, that (A) such request must be made in writing prior to commencement of marketing activities in connection with such Piggyback Offering and (B) such withdrawal shall be irrevocable and, after making such withdrawal, such Holder shall no longer have any right to include Registrable Securities in the Piggyback Offering as to which such withdrawal was made.other

Priority on Registrations. If the Registrable Shares requested to be included in the registration statement by any Holder differ from the type of securities proposed to be registered by the Company and the managing underwriter advises the Company that due to such differences the inclusion of such Registrable Shares would have a Material Adverse Effect, then (i) If a Piggyback Offering is an Underwritten Offering on behalf of the Company, and the managing underwriter(s) advises the Company in writing that in its opinion the number of such Holder's or Holders' Registrable Shares to be included in the registration statement shall be reduced to an amount which, in the judgment of the managing underwriter, would eliminate such Material Adverse Effect or (ii) if no such reduction would, in the judgment of the managing underwriter, eliminate such Material Adverse Effect, then the Company shall have the right to exclude all such Registrable Shares from such registration statement provided no other securities of such type are included and offered for the account of any other Person in such registration statement. Any partial reduction in the number of Registrable Shares to be included in the registration statement pursuant to clause (i) of the immediately preceding sentence shall be effected pro rata based on the ratio which such Holder's requested shares bears to the total number of shares requested to be included in such registration exceeds the number which can statement by all Persons who have requested that their shares be sold in an orderly manner included in such offering within registration statement. If the Registrable Shares requested to be included in the registration statement are of the same type as the securities being registered by the Company and the managing underwriter advises the Company that the inclusion of such Registrable Shares would cause a price range acceptable to the CompanyMaterial Adverse Effect, the Company shall will be obligated to include in such registration the number which can be so sold in the following order of priority: firststatement, the securities as to be sold for the account each Holder, only a portion of the Company, second, shares such Holder has requested be registered equal to the Registrable Securities ratio which such Holder's requested shares bears to the total number of shares requested to be included in such registration statement by all Persons (pro rata among other than (i) the Holder(sCompany, if such registration has been initiated by the Company for securities to be offered by the Company and (ii) of such Registrable Securities on the basis of the number of by Persons exercising their right to cause a Demand Registration) who have requested that their shares of Common Stock owned by each such Holder), and third, any other securities requested to be included in such registration. (ii) If a Piggyback Offering registration statement. It is an Underwritten Offering on behalf of holders of acknowledged by the Company’s equity securities who are not Holders of Registrable Securities (“Other Holders”), and the managing underwriter(s) advises the Company in writing that in its opinion the number of equity securities requested to be included in such Piggyback Offering exceeds the number which can be sold in an orderly manner in such offering within a price range acceptable pursuant to the Other Holders, the Company shall include in such registration the number which can be so sold in the following order of priority: firstforegoing provision, the securities requested to be included therein by the Other Holders requesting such registration, second, the Registrable Securities requested to be included in such registration shall be allocated (pro rata among x) first, to the Holder(sCompany, if such registration has been initiated by the Company for securities to be offered by the Company, (y) of second, to securities offered by Persons exercising their right to cause a Demand Registration, if such Registrable Securities on the basis of the number of shares of Common Stock owned by each such Holderregistration is a Demand Registration and (z) and third, to the Holders and all other persons requesting securities requested to be included therein in such registration. (iii) If, accordance with the above described ratio. If as a result of the proration provisions of this Section 2(c), 3.2.2 any Holder shall not be entitled to include all Registrable Securities in a Piggyback Offering registration that such Holder has requested to be so included, such Holder may elect to withdraw its such Holder's request to include Registrable Securities Shares in such Piggyback Offering or registration statement. No Person may reduce participate in any registration statement hereunder unless such Person (x) agrees to sell such person's Registrable Shares on the number requested to be includedbasis provided in any underwriting arrangements approved by the Company and (y) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements, and other documents reasonably required under the terms of such underwriting arrangements; provided, however, that (A) no such request must Person shall be made in writing prior required to commencement of marketing activities make any representations or warranties in connection with any such Piggyback Offering registration other than representations and warranties as to (i) such Person's ownership of his or its Registrable Shares to be sold or transferred free and clear of all liens, claims, and encumbrances, (ii) such Person's power and authority to effect such transfer, and (Biii) such withdrawal matters pertaining to compliance with securities laws as may be reasonably requested; provided further, however, that the obligation of such Person to indemnify pursuant to any such underwriting arrangements shall be irrevocable andseveral, after making not joint and several, among such withdrawalPersons selling Registrable Shares, and the liability of each such Holder shall no longer have any right Person will be in proportion to, and provided further that such liability will be limited to, the net amount received by such Person from the sale of his or its Registrable Shares pursuant to include Registrable Securities in the Piggyback Offering as to which such withdrawal was maderegistration.

Priority on Registrations. If the Registrable Shares requested --------------------------- to be included in the registration statement by any Holder differ from the type of securities proposed to be registered by the Company and the managing underwriter advises the Company that due to such differences the inclusion of such Registrable Shares would cause a Material Adverse Effect, then (i) If a Piggyback Offering is an Underwritten Offering on behalf of the Company, and the managing underwriter(s) advises the Company in writing that in its opinion the number of such Holder's or Holders' Registrable Shares to be included in the registration statement shall be reduced to an amount which, in the opinion of the managing underwriter, would eliminate such Material Adverse Effect or (ii) if no such reduction would, in the opinion of the managing underwriter, eliminate such Material Adverse Effect, then the Company shall have the right to exclude all such Registrable Shares from such registration statement provided no other securities of such type are included and offered for the account of any other Person in such registration statement. Any partial reduction in number of Registrable Shares to be included in the registration statement pursuant to clause (i) of the immediately preceding sentence shall be effected pro rata based on the ratio which such Holder's requested shares bears to the total number of shares requested to be included in such registration exceeds statement by all Persons other than the number which can Company who have requested that their shares be sold in an orderly manner included in such offering within registration statement. If the Registrable Shares requested to be included in the registration statement are of the same type as the securities being registered by the Company and the managing underwriter advises the Company in writing that the inclusion of such Registrable Shares would cause a price range acceptable to the CompanyMaterial Adverse Effect, the Company shall will be obligated to include in such registration the number which can be so sold in the following order of priority: firststatement, the securities as to be sold for the account each Holder, only a portion of the Company, second, shares such Holder has requested be registered equal to the Registrable Securities ratio which such Holder's requested shares bears to the total number of shares requested to be included in such registration (pro rata among statement by all Persons who have requested that their shares be included in such registration statement. If the Holder(s) Company initiated the registration, then the Company may include all of its securities in such registration statement before any of such Holder's requested shares are included. If another securityholder initiated the registration, then the Company may not include any of its securities in such registration statement unless all Registrable Securities on the basis of the number of shares of Common Stock owned by each such Holder), and third, any other securities Shares requested to be included in such registration. (ii) If a Piggyback Offering is an Underwritten Offering on behalf of holders of the Company’s equity securities who registration statement by all Holders are not Holders of Registrable Securities (“Other Holders”), and the managing underwriter(s) advises the Company in writing that in its opinion the number of equity securities requested to be included in such Piggyback Offering exceeds the number which can be sold in an orderly manner in such offering within a price range acceptable to the Other Holders, the Company shall include in such registration the number which can be so sold in the following order of priority: first, the securities requested to be included therein by the Other Holders requesting such registration, second, the Registrable Securities requested to be included in such registration (pro rata among the Holder(s) of such Registrable Securities on the basis of the number of shares of Common Stock owned by each such Holder) and third, other securities requested to be included in such registration. (iii) If, statement. If as a result of the proration provisions of this Section 2(c), 2.2.2 any Holder shall not be entitled to include all Registrable Securities in a Piggyback Offering registration that such Holder has requested to be so included, such Holder may elect to withdraw its such Holder's request to include Registrable Securities Shares in such Piggyback Offering or registration statement prior to its effectiveness. No Holder may reduce participate in any registration statement hereunder unless such Person (x) agrees to sell such Person's Registrable Shares on the number requested to be includedbasis provided in any underwriting arrangements approved by the Company and (y) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements, and other documents reasonably required under the terms of such underwriting arrangements; provided, however, that (A) no such request must Person shall be made in writing prior required to commencement of marketing activities make any representations or warranties in connection with any such Piggyback Offering registration other than representations and warranties as to (i) such Person's ownership of his or its Registrable Shares to be sold or transferred free and clear of all liens, claims, and encumbrances, (ii) such Person's power and authority to effect such transfer, and (Biii) such withdrawal matters pertaining to compliance with securities laws and other applicable laws and governmental rules and regulations, if any, as may be reasonably requested; provided further, however, that the obligation of such Person to indemnify pursuant to any such underwriting arrangements shall be irrevocable andseveral, after making not joint and several, among such withdrawalPersons selling securities, and the liability of each such Holder shall no longer have any right Person will be in proportion to, and provided further that such liability will be limited to, the net amount received by such Person from the sale of his or its Registrable Shares pursuant to include Registrable Securities in the Piggyback Offering as to which such withdrawal was maderegistration.

Priority on Registrations. If the Registrable Shares requested to be included in the registration statement by any Holder differ from the type of securities proposed to be registered by the Company and the managing underwriter advises the Company that due to such differences the inclusion of such Registrable Shares would cause a Material Adverse Effect, then (i) If a Piggyback Offering is an Underwritten Offering on behalf of the Company, and the managing underwriter(s) advises the Company in writing that in its opinion the number of such Holder's or Holders' Registrable Shares to be included in the registration statement shall be reduced to an amount which, in the opinion of the managing underwriter, would eliminate such Material Adverse Effect or (ii) if no such reduction would, in the opinion of the managing underwriter, eliminate such Material Adverse Effect, then the Company shall have the right to exclude all such Registrable Shares from such registration statement provided no other securities of such type are included and offered for the account of any other Person in such registration statement. Any partial reduction in number of Registrable Shares to be included in the registration statement pursuant to clause (i) of the immediately preceding sentence shall be effected pro rata based on the ratio which such Holder's requested shares bears to the total number of shares requested to be included in such registration exceeds statement by all Persons other than the number which can Company who have requested that their shares be sold in an orderly manner included in such offering within registration statement. If the Registrable Shares requested to be included in the registration statement are of the same type as the securities being registered by the Company and the managing underwriter advises the Company in writing that the inclusion of such Registrable Shares would cause a price range acceptable to the CompanyMaterial Adverse Effect, the Company shall will be obligated to include in such registration the number which can be so sold in the following order of priority: firststatement, the securities as to be sold for the account each Holder, only a portion of the Company, second, shares such Holder has requested be registered equal to the Registrable Securities ratio which such Holder's requested shares bears to the total number of shares requested to be included in such registration (pro rata among statement by all Persons who have requested that their shares be included in such registration statement. If the Holder(s) Company initiated the registration, then the Company may include all of its securities in such registration statement before any of such Holder's requested shares are included. If another securityholder initiated the registration, then the Company may not include any of its securities in such registration statement unless all Registrable Securities on the basis of the number of shares of Common Stock owned by each such Holder), and third, any other securities Shares requested to be included in such registration. (ii) If a Piggyback Offering is an Underwritten Offering on behalf of holders of the Company’s equity securities who registration statement by all Holders are not Holders of Registrable Securities (“Other Holders”), and the managing underwriter(s) advises the Company in writing that in its opinion the number of equity securities requested to be included in such Piggyback Offering exceeds the number which can be sold in an orderly manner in such offering within a price range acceptable to the Other Holders, the Company shall include in such registration the number which can be so sold in the following order of priority: first, the securities requested to be included therein by the Other Holders requesting such registration, second, the Registrable Securities requested to be included in such registration (pro rata among the Holder(s) of such Registrable Securities on the basis of the number of shares of Common Stock owned by each such Holder) and third, other securities requested to be included in such registration. (iii) If, statement. If as a result of the proration provisions of this Section 2(c), 2.2.2 any Holder shall not be entitled to include all Registrable Securities in a Piggyback Offering registration that such Holder has requested to be so included, such Holder may elect to withdraw its such Holder's request to include Registrable Securities Shares in such Piggyback Offering or registration statement prior to its effectiveness. No Holder may reduce participate in any registration statement hereunder unless such Person (x) agrees to sell such Person's Registrable Shares on the number requested to be includedbasis provided in any underwriting arrangements approved by the Company and (y) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements, and other documents reasonably required under the terms of such underwriting arrangements; provided, however, that (A) no such request must Person shall be made in writing prior required to commencement of marketing activities make any representations or warranties in connection with any such Piggyback Offering registration other than representations and (B) such withdrawal shall be irrevocable and, after making such withdrawal, such Holder shall no longer have any right to include Registrable Securities in the Piggyback Offering warranties as to which such withdrawal was made.(i) such

Priority on Registrations. If the Registrable Shares requested to be included in the registration statement by any Holder differ from the type of securities proposed to be registered by the Company and the managing underwriter advises the Company that due to such differences the inclusion of such Registrable Shares would cause a Material Adverse Effect, then (i) If a Piggyback Offering is an Underwritten Offering on behalf of the Company, and the managing underwriter(s) advises the Company in writing that in its opinion the number of such Holder's or Holders' Registrable Shares to be included in the registration statement shall be reduced to an amount which, in the judgment of the managing underwriter, would eliminate such Material Adverse Effect or (ii) if no such reduction would, in the judgment of the managing underwriter, eliminate such Material Adverse Effect, then the Company shall have the right to exclude all such Registrable Shares from such registration statement provided no other securities of such type are included and offered for the account of any other Person in such registration statement. Any partial reduction in number of Registrable Shares to be included in the registration statement pursuant to clause (i) of the immediately preceding sentence shall be effected pro rata based on the ratio which such Holder's requested shares bears to the total number of shares requested to be included in such registration exceeds the number which can statement by all Persons who have requested that their shares be sold in an orderly manner included in such offering within registration statement. If the Registrable Shares requested to be included in the registration statement are of the same type as the securities being registered by the Company and the managing underwriter advises the Company that the inclusion of such Registrable Shares would cause a price range acceptable to the CompanyMaterial Adverse Effect, the Company shall will be obligated to include in such registration the number which can be so sold in the following order of priority: firststatement, the securities as to be sold for the account each Holder, only a portion of the Company, second, shares such Holder has requested be registered equal to the Registrable Securities ratio which such Holder's requested shares bears to the total number of shares requested to be included in such registration (pro rata among statement by all Persons who have requested that their shares be included in such registration statement. If the Holder(s) Company initiated the registration, then the Company may include all of its securities in such registration statement before any of such Holder's requested shares are included. If another securityholder initiated the registration, then the Company may not include any of its securities in such registration statement unless all Registrable Securities on the basis of the number of shares of Common Stock owned by each such Holder), and third, any other securities Shares requested to be included in such registration. (ii) If a Piggyback Offering is an Underwritten Offering on behalf of holders of the Company’s equity securities who registration statement by all Holders are not Holders of Registrable Securities (“Other Holders”), and the managing underwriter(s) advises the Company in writing that in its opinion the number of equity securities requested to be included in such Piggyback Offering exceeds the number which can be sold in an orderly manner in such offering within a price range acceptable to the Other Holders, the Company shall include in such registration the number which can be so sold in the following order of priority: first, the securities requested to be included therein by the Other Holders requesting such registration, second, the Registrable Securities requested to be included in such registration (pro rata among the Holder(s) of such Registrable Securities on the basis of the number of shares of Common Stock owned by each such Holder) and third, other securities requested to be included in such registration. (iii) If, statement. If as a result of the proration provisions of this Section 2(c), 3.2.2 any Holder shall not be entitled to include all Registrable Securities in a Piggyback Offering registration that such Holder has requested to be so included, such Holder may elect to withdraw its such Holder's request to include Registrable Securities Shares in such Piggyback Offering or registration statement. No Holder may reduce participate in any registration statement hereunder unless such Person (x) agrees to sell such Person's Registrable Shares on the number requested to be includedbasis provided in any underwriting arrangements approved by the Company and (y) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements, and other documents reasonably required under the terms of such underwriting arrangements; provided, however, that (A) no such request must be made in writing prior to commencement of marketing activities in connection with such Piggyback Offering and (B) such withdrawal Person shall be irrevocable and, after making such withdrawal, such Holder shall no longer have any right required to include Registrable Securities in the Piggyback Offering as to which such withdrawal was made.make

Priority on Registrations. (a) If the Piggyback Registration contemplated by Section 2.1.1 hereof is to be an underwritten offering and the Registrable Securities requested to be included in the registration statement or offering, as applicable pursuant to Section 2.1.1 hereof by any Holder differ from the type of securities proposed to be registered or offered by the securityholder on whose behalf the Piggyback Registration is to be effected and the managing underwriter advises the Registrant that due to such differences the inclusion of such Registrable Securities would cause a Material Adverse Effect, then: (i) the number of securities to be included by all persons (other than as to the Senior Indebtedness Priority, the Holders, the Registrant and any other Person on whose behalf the Piggyback Registration is to be effected) that are different from the types of securities proposed to be registered or offered by the Registrant or any other Person on whose behalf the Piggyback Registration is to be effected shall be reduced to an amount which, in the opinion of the managing underwriter, would eliminate such Material Adverse Effect; (ii) if no such reduction would, in the opinion of the managing underwriter, eliminate such Material Adverse Effect, then the number of such Registrable Securities to be included by all Holders requesting inclusion of Registrable Securities in the registration statement or offering, as applicable (such Holders, collectively, the “Selling Piggyback Holders”), that are different from the types of securities proposed to be registered or offered by the Registrant or any other Person on whose behalf the Piggyback Registration is to be effected shall be reduced to an amount which, in the opinion of the managing underwriter, would eliminate such Material Adverse Effect; any partial reduction in number of Registrable Securities to be included in the registration statement pursuant to this clause (ii) shall be effected so as first, to satisfy the Senior Indebtedness Priority in whole or in part, and thereafter, to permit the sale by the Holders on a Pro Rata Basis, or (iii) if no such reduction would, in the opinion of the managing underwriter, eliminate such Material Adverse Effect, then the Registrant shall have the right to exclude all such Registrable Securities from such registration statement provided no other securities of such type are included and offered for the account of any other Person in such registration statement or offering, as applicable. (b) If the Piggyback Registration is to be an underwritten offering and the Registrable Securities requested to be included in the registration statement pursuant to Section 2.1.1 hereof are of the same type as the securities being registered or offered, as applicable, by the Registrant or for the account of the securityholder on whose behalf the Piggyback Registration is to be effected and the managing underwriter advises the Registrant in writing that the inclusion of such Registrable Securities and any other shares to be included are sufficiently large to cause a Material Adverse Effect, then: (i) if such Piggyback Offering Registration is an Underwritten Offering incident to a primary offering on behalf of the CompanyRegistrant, and the Registrant shall include in such Piggyback Registration, in the following order of priority, (A) first, shares sufficient to satisfy the Senior Indebtedness Priority, (B) second, the number of securities of all person(s) (other than the Registrant) holding contractual rights that permit such person(s) to request inclusion of securities in such registration (including Registrable Securities of Holders requested to be included in such Piggyback Registration) that the managing underwriter(sunderwriters advise the Registrant can be sold without causing a Material Adverse Effect, allocated among such person(s) advises the Company in writing that in its opinion on a pro rata basis according to the number of securities requested to be included in such registration exceeds by such person(s); provided, that if any of such person(s) desires to include a number of securities that is less than the total pro rata amount that he is entitled to include, then the number which can of securities not so elected to be sold in an orderly manner included shall be allocated among the other holders of securities on a pro rata basis according to the number of securities requested to be included in such offering within a price range acceptable to the Companyregistration by such person(s), and (C) third, the Company number of securities requested to be included in such Piggyback Registration and all other persons (allocated among such other persons as the Registrant may so determine); (ii) if such Piggyback Registration is incident to a secondary registration on behalf of holders of securities of the Registrant, the Registrant shall include in such registration the number which can be so sold Piggyback Registration, in the following order of priority: , (A) first, shares sufficient to satisfy the Senior Indebtedness Priority, (B) second, the number of securities of such person(s) on whose behalf the Piggyback Registration is being made, (C) third, the number of securities requested to be included in such Piggyback Registration by all other person(s) holding contractual rights that permit such person(s) to request inclusion of securities in such registration (including Registrable Securities of Holders requested to be included in such Piggyback Registration) that the managing underwriters advise the Registrant can be sold without causing a Material Adverse Effect, allocated among such person(s) on a pro rata basis according to the number of securities requested to be included in such registration by such person(s), if necessary, provided, that if any of such person(s) desires to include a number of securities that is less than the total pro rata amount that he is entitled to include, then the number of securities not so elected to be included shall be allocated among the other holders of securities on a pro rata basis according to the number of securities requested to be included in such registration by such person(s), and (D) fourth, the number of securities requested to be included in such Piggyback Registration by the Registrant and all other persons (allocated among the Registrant and such other persons as they may so determine); and (iii) from and after the date that the Agent or Lenders obtain shares of Teletouch Common Stock through an enforcement of remedies with respect to the Loan Agreement or in satisfaction or partial satisfaction of the obligations thereunder, then with respect to the priorities set forth in subsections (b)(i) and (b)(ii) above, the Senior Indebtedness Priority shall not apply, but Agent and Lenders (as well as any Person to whom such Teletouch Common Stock may be assigned) shall have the right participate on a pro rata basis with the persons identified in clause (B) of subsection (b)(i) and clause (C) clause of subsection (b)(ii), respectively. Agent and Lenders shall be deemed intended third party beneficiaries of this agreement to the fullest extent as may be necessary or appropriate to effectuate the allocations and priorities with respect to the Senior Indebtedness Priority and this subsection, and this Agreement may not be modified without the Lenders’ written consent in their sole and absolute discretion. (c) The priorities as to inclusion in a Piggyback Registration set forth in subsection (b) hereof shall be adjusted to permit the inclusion of securities offered to be sold for the account of the CompanyRegistrant up to 50% of the securities registered in such Piggyback Registration, secondif and to the extent in the opinion of the managing underwriter, the Registrable Securities requested failure to be included in include such registration (pro rata among securities for the Holder(s) of such Registrable Securities on the basis account of the number of shares of Common Stock owned by each such Holder), and third, any other securities requested to be included in such registrationRegistrant would have a Material Adverse Effect. (iid) If a Piggyback Offering is an Underwritten Offering on behalf of holders of the Company’s equity securities who are not Holders of Registrable Securities (“Other Holders”), and the managing underwriter(s) advises the Company in writing that in its opinion the number of equity securities requested to be included in such Piggyback Offering exceeds the number which can be sold in an orderly manner in such offering within a price range acceptable to the Other Holders, the Company shall include in such registration the number which can be so sold in the following order of priority: first, the securities requested to be included therein by the Other Holders requesting such registration, second, the Registrable Securities requested to be included in such registration (pro rata among the Holder(s) of such Registrable Securities on the basis of the number of shares of Common Stock owned by each such Holder) and third, other securities requested to be included in such registration. (iii) If, as a result of the proration provisions of this Section 2(c), 2.1.2 any Holder shall not be entitled to include all Registrable Securities in a Piggyback Offering registration that such Holder has requested to be so included, such Holder may elect to withdraw its such Holder’s request to include Registrable Securities in such Piggyback Offering or may reduce Registration by giving written notice to the number requested to be included; provided, however, that (A) Registrant of such request must be made in writing withdrawal any time prior to commencement the effective date of marketing activities in connection with such Piggyback Offering Registration and (B) such withdrawal shall be irrevocable and, after making such withdrawal, such Holder shall no longer have not be required to reimburse the Registrant for any right to include Registrable Securities in the Piggyback Offering as to which such withdrawal was maderegistration or filing fees.

Priority on Registrations. If the managing underwriter or underwriters advise the Company that the inclusion of the Conversion Common Stock proposed to be included in a proposed registration in accordance with Section 2.1.1 hereof would materially and adversely affect the price or success of the offering (a "Material Adverse Effect"), then (i) If a Piggyback Offering is an Underwritten Offering on behalf of the Company, and the managing underwriter(s) advises the Company in writing that in its opinion the number of securities such Holder's shares of Conversion Common Stock to be included in the Registration Statement shall be reduced to an amount which, in the judgment of the managing underwriter or underwriters, would eliminate such Material Adverse Effect, or (ii) if no such reduction would, in the judgment of the managing underwriter or underwriters eliminate such Material Adverse Effect, then the Company shall have the right to exclude all such Conversion Common Stock from such Registration Statement. Any partial reduction in the number of shares of Conversion Common Stock to be included in the Registration Statement pursuant to clause (i) of the immediately preceding sentence shall be effected pro rata based on the ratio which such Holder's requested shares bears to the total number of shares of Conversion Common Stock requested to be included in such registration exceeds the number which can be sold Registration Statement by all Holders, and any reduction in an orderly manner in such offering within a price range acceptable to the Company, the Company shall include in such registration the number which can be so sold in the following order of priority: first, the securities to be sold for the account of the Company, second, the Registrable Securities requested to be included in such registration (pro rata among the Holder(s) of such Registrable Securities on the basis of the number of shares of Common Stock owned by each such Holder), and third, any other securities requested to be included in such registration. (ii) If a Piggyback Offering is an Underwritten Offering on behalf of holders of the Company’s equity securities who are not Holders of Registrable Securities (“Other Holders”), and the managing underwriter(s) advises the Company in writing that in its opinion the number of equity securities requested to be included in such Piggyback Offering exceeds the number which can be sold in an orderly manner in such offering within a price range acceptable Registration Statement pursuant to the Other Holders, the Company immediately preceding sentence shall include in such registration the number which can be so sold in the following order of priority: first, the securities requested to be included therein by the Other Holders requesting such registration, second, the Registrable Securities requested to be included in such registration (effected pro rata among all Persons (including Holders) who have requested (pursuant to contractual registration rights) the Holder(s) of such Registrable Securities on the basis of the number inclusion of shares of Common Stock owned by each in such Holder) and third, other securities Registration Statement (based on the respective number of such shares such Person has requested to be included included); provided, however, that such inclusion shall be subject to the priorities set forth in such registration. (iii) If, the Prime Registration Rights Agreement. If as a result of the proration provisions of this Section 2(c), 2.1.2 any Holder shall not be entitled to include all Registrable Securities shares of Conversion Common Stock in a Piggyback Offering registration that such Holder has requested to be so included, such Holder may elect withdraw (provided that, after such Holder has entered into an underwriting agreement, such right to withdraw its will exist only to the extent provided in such underwriting agreement) such Holder's request to include Registrable Securities shares of Conversion Common Stock in such Piggyback Offering Registration Statement. No Person may participate in any Registration Statement pursuant to this Section 2.1 unless such Person (x) agrees to sell such Person's shares of Common Stock on the basis provided in any underwriting arrangements approved by the Company or may reduce by the number requested to be includedholder of demand registration rights who has initiated such registration and (y) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements, and other documents, each in customary form, reasonably required under the terms of such underwriting arrangements; provided, however, that (A) no such request must Person shall be made in writing prior required to commencement of marketing activities make any representations or warranties in connection with any such Piggyback Offering registration other than representations and warranties as to (i) such Person's ownership of his or its shares of Common Stock to be sold or transferred free and clear of all liens, claims, and encumbrances, (ii) such Person's power and authority to effect such transfer, and (Biii) such withdrawal matters pertaining to compliance with securities laws, including representations and warranties concerning the accuracy of any information provided in writing by such Person for inclusion in the Registration Statement, as may be reasonably requested; provided further, however, that the obligation of such Person to indemnify pursuant to any such underwriting arrangements shall be irrevocable andseveral, not joint and several, among such Persons selling shares of Common Stock, and the liability of each such Person will be in proportion to, and provided further that such liability will be limited to, the net amount received (after making excluding underwriting discounts and commissions, but not other expenses) by such withdrawal, Person from the sale of his or its shares of Common Stock pursuant to such Holder shall no longer have any right to include Registrable Securities in the Piggyback Offering as to which such withdrawal was maderegistration.

Priority on Registrations. (ia) If a Piggyback Offering is an Underwritten Offering on behalf of the Company, and the managing underwriter(s) underwriter advises the Company that the inclusion of such Xxxxx Shares in writing a proposed Registration pursuant to Section 2.02 would materially and adversely affect the price or success of the offering (a "MATERIAL ADVERSE EFFECT"), the Company will be obligated to include in such registration statement, as to the Shareholder (subject to the priority rules set forth below), that in its opinion portion of the Xxxxx Shares the Shareholder has requested to be registered equal to the ratio which the Shareholder's requested Xxxxx Shares bears to the total number of securities shares requested to be included in such registration exceeds the number which can be sold in an orderly manner in such offering within a price range acceptable to statement by all other persons (other than the Company, if such registration has been initiated by the Company for securities to be offered by the Company) who have requested that their shares be included in such registration statement, provided, however, if in the judgment of the managing underwriter no such reduction would eliminate such Material Adverse Effect, then the Company shall include in have the right to exclude all such Xxxxx Shares from such registration the number which can be so sold in the following order of priority: first, the statement provided no other securities to be sold are included and offered for the account of any other person in such registration statement. It is acknowledged by the Company, secondShareholder that pursuant to the foregoing provision, the Registrable Securities requested securities to be included in such registration shall be allocated, (pro rata among 1) first, to the Holder(s) of Company if it initiated the Proposed Registration or to such Registrable Securities on the basis of the number of shares of Common Stock owned by each such Holder)other third party who is exercising demand registration rights, and third(2) second, any other securities requested to be included in such registration. (ii) If a Piggyback Offering is an Underwritten Offering on behalf of holders of the Company’s equity securities who are not Holders of Registrable Securities (“Other Holders”), and the managing underwriter(s) advises the Company in writing that in its opinion the number of equity securities requested to be included in such Piggyback Offering exceeds the number which can be sold in an orderly manner in such offering within a price range acceptable to the Other Holders, the Company shall include in such registration the number which can be so sold in the following order of priority: first, the Shareholder and to all other persons requesting securities requested to be included therein by (in accordance with the Other Holders requesting such registration, second, the Registrable Securities requested to be included in such registration (pro rata among the Holder(s) of such Registrable Securities on the basis of the number of shares of Common Stock owned by each such Holder) and third, other securities requested to be included in such registration. (iii) If, above-described ratio). If as a result of the proration provisions of this Section 2(c), any Holder 2.03(a) the Shareholder shall not be entitled to include all Registrable Securities of its Xxxxx Shares in a Piggyback Offering registration that such Holder the Shareholder has requested to be so included, such Holder the Shareholder may elect to withdraw its the Shareholder's request to include Registrable Securities Xxxxx Shares in such Piggyback Offering or registration statement. (b) The Shareholder may reduce not participate in any registration statement hereunder unless the number requested to be included; providedShareholder completes, howeverexecutes and delivers all questionnaires, that (A) powers of attorney, indemnities, underwriting agreements, and other documents reasonably required under the terms of such request must be made in writing prior to commencement underwriting arrangements, including an opinion of marketing activities in connection with its counsel, as are required of any other shareholders registering shares who are not affiliates of the Company, and shall furnish such Piggyback Offering information regarding the Xxxxx Shares and (B) such withdrawal the intended method of distribution of the Polan Shares as shall be irrevocable and, after making reasonably required to effect such withdrawal, such Holder shall no longer have any right to include Registrable Securities in the Piggyback Offering as to which such withdrawal was maderegistration.