Common use of Priority on Secondary Registrations Clause in Contracts

Priority on Secondary Registrations. If a Piggyback Registration is initiated as an underwritten secondary registration on behalf of holders of the Company's securities (other than a Demand Registration pursuant to Section 1), and the managing underwriters advise the Company in writing that in their opinion the number of securities requested to be included in such registration exceeds the number that can be sold in such offering, the Company will allocate the securities to be included as follows: first, the securities requested to be included by the holders initiating such registration; and second, Registrable Securities requested to be included in such registration, pro rata on the basis of the number of Registrable Securities owned among the Stockholders.

Priority on Secondary Registrations. If a Piggyback Registration is initiated as an underwritten secondary registration on behalf of holders of the Company's securities (other than a Demand Registration pursuant to Section 1)securities, and the managing underwriters advise the Company in writing that in their opinion the number of securities requested to be included in such the registration exceeds the number that can be sold in such without adversely affecting the marketability of the offering, the Company will allocate shall include in the securities to be included as follows: registration (i) first, the securities requested to be included by the holders initiating such registration; and second, Registrable Securities requested to be included in such the registration, pro rata among the holders of the Registrable Securities on the basis of the number of Registrable Securities owned among by each holder, and (ii) second, the Stockholdersother securities requested to be included in the registration.

Priority on Secondary Registrations. If a Piggyback Registration is initiated as an underwritten secondary registration on behalf of holders of the Company's securities (other than a Demand Registration pursuant to Section 1)’s securities, and the managing underwriters advise the Company in writing that in their opinion the number of securities requested to be included in such registration exceeds the number that which can be sold in such offering without adversely affecting the marketability of the offering, the Company will allocate the securities to be included as follows: shall include in such registration (i) first, the securities requested to be included therein by the holders initiating requesting such registration; and , (ii) second, the Registrable Securities requested to be included in such registration, pro rata among the holders of such Registrable Securities on the basis of the number of Registrable Securities shares owned among the Stockholdersby each such holder, and (iii) third, other securities requested to be included in such registration.

Priority on Secondary Registrations. If a Piggyback Registration is initiated as an underwritten secondary registration on behalf of holders of the Company's ’s securities (other than a Demand Registration pursuant the Stockholders with respect to Section 1Registrable Securities), and the managing underwriters advise underwriter(s) advises the Company in writing that in their its opinion the number of securities requested to be included in such registration exceeds the number that which can be sold in such offering without adversely affecting the marketability of the offering, the Company will allocate the securities to be included as followsinclude in such registration: (a) first, the securities requested to be included by the holders initiating such registration; and second, Registrable Securities requested to be included in such registrationregistration by the Stockholders, pro rata among the holders of such Registrable Securities on the basis of the number of Registrable Securities owned among the Stockholdersby each such holder, and (b) second, other such securities requested to be included in such registration.

Priority on Secondary Registrations. If a Piggyback Registration is initiated as an underwritten secondary registration on behalf of holders of the Company's securities (other than a Demand Registration pursuant to Section 1)securities, and the managing underwriters advise the Company in writing that in their opinion the number of securities requested to be included in such registration exceeds the number that which can be sold in such offering, the Company will allocate the securities to be included as follows: include in such registration (i) first, the securities requested to be included therein by the holders initiating requesting such registration; and , (ii) second, the Registrable Securities, pro rata in accordance with the amounts of Registrable Securities requested to be so included by each Requesting Stockholder, and (iii) third, other securities requested to be included in such registration, pro rata on the basis of the number of Registrable Securities owned among the Stockholders.

Priority on Secondary Registrations. If a Piggyback Registration is initiated as an underwritten secondary registration on behalf of holders any holder of Equity (whether pursuant to the Company's securities (other than exercise of a right to Demand Registration pursuant to Section 1in accordance with Article 1 of this Agreement or otherwise), and the managing underwriters advise underwriter(s) advises the Company in writing that in their its reasonable opinion the number of securities requested to be included in such registration exceeds the number that which can be sold in such offering without adversely affecting the marketability of the offering, the Company will allocate include in such registration the securities to be included as follows: first, the securities requested to be included by the holders initiating such registration; and second, Registrable Securities requested to be included in such registration, pro rata among Holders of such Registrable Securities on the basis of the number of Registrable Securities shares owned among the Stockholdersby each such Holder and requested to be included in such registration.

Priority on Secondary Registrations. If a Piggyback Registration is initiated as an underwritten secondary registration on behalf of holders of the Company's ’s securities (other than a Demand Registration pursuant to Section 1)the Investors, and the managing underwriters advise the Company in writing that that, in their opinion opinion, the number of securities requested to be included in such registration exceeds the number that which can be sold in an orderly manner in such offering, offering within a price range acceptable to the Company will allocate holders of a majority of the securities to be included as follows: in such registration, then the Company shall include in such registration (i) first, the securities requested to be included therein by the holders initiating requesting such registration; and , (ii) second, the Registrable Securities requested to be included in such registration, pro rata among the Investors on the basis of the number of Registrable Securities owned among by each such Investor and (iii) third, the Stockholdersother securities requested to be included in such registration.

Priority on Secondary Registrations. If a Piggyback Registration is initiated as an underwritten secondary registration on behalf of holders of the CompanyCorporation's securities (other than a Demand Registration pursuant to Section 1)securities, and the managing underwriters advise the Company Corporation in writing that in their opinion the number of securities requested to be included in such registration exceeds the number that which can be sold in such offering without adversely affecting the marketability of the offering, the Company will allocate the securities to be included as follows: Corporation shall include in such registration (i) first, the securities requested to be included therein by the holders initiating such registration; Investor and Bared on a pro rata basis, together with any securities underlying any warrants issued to the lenders or underwriters of the Corporation on a pro rata basis, (ii) second, Registrable Securities other securities requested by other persons to be included in such registration, pro rata on the basis of the number of Registrable Securities owned among the Stockholders.

Priority on Secondary Registrations. If a Piggyback Registration is initiated as an underwritten secondary registration on behalf of holders of the Company's Company securities (other than a Demand Registration pursuant to Section 1the Holders), and the managing underwriters advise underwriter(s) advises the Company in writing that in their its opinion the number of securities requested to be included in such registration exceeds the number that which can be sold in such offering without adversely affecting the marketability of the offering, the Company will allocate the securities to be included as followsinclude in such registration: (a) first, the securities requested to be included therein by the applicable holders initiating such registration; requesting registration and second, the Registrable Securities requested to be included in such registration, pro rata among the holders of such securities and Registrable Securities on the basis of the number of Registrable Securities shares owned among the Stockholdersby each such holder, and (b) second, other such securities requested to be included in such registration.

Priority on Secondary Registrations. If a Piggyback Registration is initiated as an underwritten secondary registration on behalf of holders of the Company's securities (other than a Demand Registration pursuant to Section 1)’s securities, and the managing underwriters advise the Company in writing that that, in their opinion opinion, the number of securities requested to be included in such registration exceeds the number that which can be sold in such offering without adversely affecting the marketability of the offering, the Company will allocate the securities to be included as follows: shall include in such registration (i) first, the securities Shares requested to be included therein by the holders initiating Shareholders requesting such registration; , pro rata among such Shareholders on the basis of the number of Shares owned by each such Shareholder, and (ii) second, Registrable Securities other securities requested to be included in such registration, pro rata on the basis of the number of Registrable Securities owned among the Stockholders.

Priority on Secondary Registrations. If a Piggyback Registration is initiated as an underwritten secondary registration on behalf of holders of the Company's securities (other than a Demand Registration pursuant to Section 1)’s securities, and the managing underwriters advise the Company in writing that in their opinion the number of securities requested to be included in such registration exceeds the number that which can be sold in such offering without adversely affecting the marketability of the offering, the Company will allocate the securities to be included as follows: shall include in such registration (i) first, the securities requested to be included therein by the holders initiating requesting such registration; and , (ii) second, the Registrable Securities requested to be included in such registration, pro rata among the holders of such Registrable Securities on the basis of the number of Registrable Securities securities owned among the Stockholdersby each such holder, and (iii) third, other securities requested to be included in such registration.

Priority on Secondary Registrations. If a Piggyback Registration is initiated as an underwritten secondary registration on behalf of holders of the Company's securities (other than a Demand Registration pursuant to Section 1)securities, and the managing underwriters advise the Company in writing that in their opinion the number of securities requested to be included in such registration exceeds the number that which can be sold in such offering without adversely affecting the marketability of the offering, the Company will allocate the securities to be included as follows: include in such registration (i) first, the securities requested to be included by the holders initiating such registration; and second, Registrable Securities requested to be included in such registration, pro rata among the holders of such Registrable Securities on the basis of the number of Registrable Securities owned among the Stockholdersby each holder of Registrable Securities participating in such offering, and (ii) second other securities requested to be included in such registration.

Priority on Secondary Registrations. If a Piggyback Registration is initiated as an underwritten secondary registration on behalf of holders of the CompanyPartnership's securities (other than a Demand Registration pursuant to Section 1)securities, and the managing underwriters advise the Company Partnership in writing that in their opinion the number of securities requested to be included in such registration exceeds the number that which can be sold the Partnership will include in such offering, the Company will allocate the securities to be included as follows: registration (i) first, the securities requested to be included by the holders initiating demanding such registration; Registration and second, such Registrable Securities requested to be included in such registration, pro rata among the holders of such securities demanding the registration and such Registrable Securities on the basis of the number of Registrable Securities shares owned among the Stockholdersby each such holder, and (ii) second, other securities requested to be included in such registration.

Priority on Secondary Registrations. If a Piggyback Registration is initiated as an underwritten secondary registration on behalf of holders of the Company's securities (other than a Demand Registration pursuant to Section 1)’s securities, and the managing underwriters advise the Company in writing that in their opinion the number of securities requested to be included in such registration exceeds the number that which can be sold in such offering without adversely affecting the marketability of the offering, the Company will allocate the securities to be included as follows: shall include in such registration (i) first, the securities requested to be included therein by the holders initiating requesting such registration; registration and second, the Investor Registrable Securities requested to be included in such registration, pro rata among the holders of such securities on the basis of the number of Registrable Securities securities so requested to be included therein owned among the Stockholdersby each such holder, and (ii) second, other securities requested to be included in such registration.

Priority on Secondary Registrations. If a Piggyback Registration is initiated as an underwritten secondary registration on behalf of holders of the Company's securities (other than a Demand Registration pursuant to Section 1)securities, and the managing underwriters advise the Company in writing that in their opinion the number of securities requested to be included in such registration exceeds the number that which can be sold in such offering without adversely affecting the marketability of the offering, the Company will allocate the securities to be included as follows: shall include in such registration (i) first, the securities requested to be included therein by the holders initiating requesting such registration; and , (ii) second, the Investor Registrable Securities requested to be included in such registration, pro rata on the basis of the number of Registrable Securities owned among the Stockholdersand (iii) third, other securities requested to be included in such registration.

Priority on Secondary Registrations. If a Piggyback Registration is initiated as an underwritten secondary registration offering on behalf of holders of the Company's ’s securities (other than a Demand Registration pursuant to Section 1), and the managing underwriters underwriter(s) advise the Company in writing that in their opinion the number of securities requested to be included in such the registration exceeds creates a substantial risk that the number that can price per share of securities offered thereby will be sold in such offeringreduced, the Company will allocate the securities to be included as followsinclude in such registration: (a) first, the securities Common Stock requested to be included therein by the holders initiating Person requesting such registration; and , (b) second, the Registrable Securities requested to be included in such registration; and (c) third, other securities, if any, requested to be included in such registration to be allocated pro rata on the basis of the number of Registrable Securities owned among the Stockholdersholders thereof.

Priority on Secondary Registrations. If a Piggyback Registration is initiated as an underwritten secondary registration on behalf of holders of the Company's Company securities (other than a Demand Registration pursuant to Section 1Holder), and the managing underwriters advise underwriter(s) advises the Company in writing that in their its opinion the number of securities requested to be included in such registration exceeds the number that which can be sold in such offering without adversely affecting the marketability of the offering, the Company will allocate the securities to be included as followsinclude in such registration: (a) first, the securities requested to be included therein by the applicable holders initiating such registration; requesting registration and second, the Registrable Securities requested to be included in such registration, pro rata among the holders of such securities and Registrable Securities on the basis of the number of Registrable Securities shares owned among the Stockholdersby each such holder, and (b) second, other such securities requested to be included in such registration.

Priority on Secondary Registrations. If a Piggyback Registration is initiated as an underwritten secondary registration solely on behalf of holders of the Company's securities (other than a Demand Registration pursuant to Section 1)’s securities, and the managing underwriters advise the Company in writing that in their opinion the number of securities requested to be included in such registration exceeds the number that which can be sold in such offering without adversely affecting the marketability of the offering, the Company will allocate the securities to be included as follows: include in such registration (i) first, the securities requested to be included by the holders initiating such registration; and second, Registrable Securities requested to be included in such registration, pro rata on (ii) second, the basis securities requested to be included therein by the holders requesting such registration, and (ii) third, such other securities of the number of Registrable Securities owned among the StockholdersCompany with registration rights permitted to be included in such registration.

Priority on Secondary Registrations. If a Piggyback Registration is initiated as an underwritten secondary registration under the Securities Act on behalf of holders of the Company's securities (other than a Demand Registration pursuant to Section 1)securities, and the managing underwriters advise or the Company in writing determines that in their opinion the number of securities requested to be included in such registration exceeds the number that which can be sold in such offeringoffering within a price range reasonably acceptable to such holders or Investors, the Company will allocate include in such registration the securities to be included as follows: first, (including the securities requested to be included by the holders initiating such registration; and second, Registrable Securities and securities held by holders other than the shareholders a party hereto) requested to be included in such registration, pro rata among the respective holders thereof on the basis of the number of Registrable Securities securities owned among by each such holder subject to registration rights with the StockholdersCompany.

Priority on Secondary Registrations. If a Piggyback Registration is initiated as an underwritten secondary registration on behalf of holders of the Company's securities (other than a Demand Registration pursuant to Section 1)securities, and the managing underwriters advise the Company in writing that in their opinion the number of securities requested to be included in such registration exceeds the number that which can be sold in such offering without adversely affecting the marketability of the offering, the Company will allocate the securities to be included as follows: shall include in such registration (i) first, the securities requested to be included therein by the holders initiating requesting such registration; registration and second, the Registrable Securities requested to be included in such registration, pro rata among the holders of such securities on the basis of the number of Registrable Securities securities owned among the Stockholdersby each such holder, and (iii) second, other securities requested to be included in such registration.

Priority on Secondary Registrations. If a Piggyback Registration is initiated as an underwritten secondary registration on behalf of current or prospective holders of the Company's ’s securities (other than a Demand Registration pursuant to Registration, for which priorities are specified in Section 14(a)(v)), and the managing underwriters advise the Company in writing that in their opinion the number of securities requested to be included in such registration exceeds the number that which can be sold in such offeringoffering within a price range reasonably acceptable to such holders, the Company will allocate the securities to be included as follows: include in such registration (i) first, the securities requested to be included by the holders initiating such registration; and second, Registrable Securities requested to be included in such registrationregistration by any holder, pro rata on the basis of the number of Registrable Securities owned among by each such holder (excluding, for the Stockholderspurpose of this calculation, any unvested shares of Common Stock) and (ii) second, other securities requested to be included in such registration.

Priority on Secondary Registrations. If a Piggyback Registration is initiated as an underwritten secondary registration on behalf at the request of holders of the Company's ’s securities (other than a Demand Registration pursuant to Section 1), Lender) and the managing underwriters advise the Company in writing that in their opinion the number of securities requested to be included in such registration exceeds the number that (the “Maximum Secondary Number”) which can be sold in such offeringoffering without having a material adverse effect on the price of such securities, the Company will allocate include in such registration, up to the securities to be included as follows: Maximum Secondary Number, (i) first, the securities requested to be included therein by the holders initiating (other than Lender) requesting such registration; , and (ii) second, the Registrable Securities Shares requested by Lender to be included in such registration, pro rata on the basis of the number of Registrable Securities owned among the Stockholders.

Priority on Secondary Registrations. If a Piggyback Registration is initiated as an underwritten secondary registration on behalf of holders of the Company's securities (other than a Demand Registration pursuant to Section 1), Registrable Securities and the managing underwriters advise the Company in writing that in their opinion the number of securities requested to be included in such registration exceeds the number that which can be sold in such offering, the Company will allocate the securities to be included as follows: include in such registration (i) first, the securities requested to be included therein by the holders initiating requesting such registration; registration and second, the Registrable Securities requested to be included in such registration, pro rata among the respective holders thereof on the basis of the number of such other securities and/or Registrable Securities owned among the Stockholdersby such holders, and (ii) second, other securities requested to be included in such registration.

Priority on Secondary Registrations. If a Piggyback Registration is initiated as an underwritten secondary registration on behalf of holders of the Company's securities (other than a Demand Registration pursuant to Section 1)securities, and the managing underwriters advise the Company in writing that in their opinion the number of securities requested to be included in such registration exceeds the number that which can be sold in an orderly manner in such offeringoffering within a price range acceptable to the holders of a majority of the securities who are demanding the registration in question, the Company will allocate the securities to be included as follows: shall include in such registration (i) first, the securities requested to be included therein by the holders initiating requesting such registration; , and second, Registrable Securities the securities requested to be included in such registration, pro rata on the basis of the number registration held by any holder exercising piggyback registration rights (other than holders of Registrable Securities owned among the Stockholders.Shares), and (ii) second, the

Priority on Secondary Registrations. If a Piggyback Registration is initiated as an underwritten secondary registration on behalf of holders of the Company's securities (other than a Demand Registration pursuant to Section 1)securities, and the managing underwriters advise the Company in writing that in their opinion the number of securities requested to be included in such registration exceeds the number that which can be sold in such offering without adversely affecting the marketability of the offering, the Company will allocate the securities to be included as follows: shall include in such registration (i) first, the securities requested to be included therein by the holders initiating requesting such registration; and , (ii) second, the Registrable Securities requested to be included in such registration, pro rata among the holders of such Registrable Securities on the basis of the number of Registrable Securities shares owned among the Stockholdersby each such holder, and (iii) third, other securities requested to be included in such registration.

Priority on Secondary Registrations. If a Piggyback Registration is initiated as an underwritten secondary registration on behalf of holders of the CompanyBorrower's securities (other than a Demand Registration pursuant to Section 1the Lender (the "Other Holders"), and the managing underwriters advise the Company Borrower in writing that in their opinion the number of securities requested to be included in such registration exceeds the number that can be sold in a orderly manner in such offeringoffering within a price range acceptable to the Other Holders requesting such registration, the Company Borrower will allocate the securities to be included as follows: include in such registration (a) first, the securities requested to be included therein by the holders initiating Other Holders requesting such registration; registration and (b) second, Registrable the Registerable Securities requested to be included include in such registration, pro rata on the basis of the number of Registrable Securities owned among the Stockholdersresignation hereunder.

Priority on Secondary Registrations. If a Piggyback Registration is initiated as an underwritten secondary registration on behalf of holders of the Company's securities (other than a Demand Registration pursuant to Section 1)securities, and the managing underwriters advise underwriter advises the Company in writing that in their its opinion the number of securities requested to be included in such registration exceeds the number that which can be sold in such offering without materially and adversely affecting the marketability of the offering, the Company will allocate the securities to be included as follows: firstshall include in such registration, the securities requested to be included therein by the holders initiating requesting such registration; registration and second, the Registrable Securities requested to be included in such registration, pro rata among such requesting holders and the holders of such Registrable Securities, on the basis of the number of Registrable Securities shares owned among the Stockholdersby each such holder.

Priority on Secondary Registrations. If a Piggyback Registration is initiated as includes an underwritten secondary registration on behalf of holders of the Company's securities (other than a Demand Registration pursuant to Section 1)securities, and the managing underwriters advise the Company in writing that in their opinion the number of securities requested to be included in such registration exceeds the number that which can be sold in an orderly manner in such offeringoffering within a price range acceptable to the Company, the Company will allocate the securities to be included as follows: include in such registration (i) first, the securities requested to be included therein by the holders initiating persons requesting such registration; registration and (ii) second, Registrable Securities Common Stock requested to be included in such registrationregistration by the holders of any registration rights including holders of Registrable Securities, pro rata on the basis of the number of Registrable Securities owned among the Stockholderssuch holders.

Priority on Secondary Registrations. If a Piggyback Registration is initiated as consists only of an underwritten secondary registration on behalf of holders of securities of the Company's securities (other than a Demand Registration pursuant to Section 1), and the managing underwriters underwriter(s) for the offering being registered by the Company advise the Company in writing that in its/their opinion the number of securities Warrant Shares requested to be included in such registration exceeds the number that which can be sold in such offeringoffering without materially adversely affecting the distribution of such securities by the Company, the Company will allocate the securities to be included as follows: include in such registration (A) first, the securities Warrant Shares requested to be included therein by the holders initiating Warrantholders requesting such registration; registration apportioned pro rata, among the Warrantholders and (B) second, Registrable Securities requested to be included in such securities of any other Company securityholders requesting registration, pro rata on the basis of the number of Registrable Securities owned among the Stockholders.

Priority on Secondary Registrations. If a Piggyback Registration is initiated as an underwritten secondary registration on behalf of holders of the Company's securities (other than a Demand Registration pursuant to Section 1)securities, and the managing underwriters advise the Company in writing that in their opinion the number of securities requested to be included in such registration exceeds the number that which can be sold in such offering, the Company will allocate the securities to be included as follows: include in such registration (i) first, the securities requested to be included therein by the holders initiating requesting such registration; and , (ii) second, the Registrable Securities, pro rata in accordance with the amounts of Registrable Securities requested to be so included by each Requesting Stockholder, and (iii) third, other securities requested to be included in such registration, pro rata on the basis of the number of Registrable Securities owned among the Stockholders.

Priority on Secondary Registrations. If a Piggyback Registration is initiated as an underwritten secondary registration on behalf of holders of the Company's securities (other than a Demand Registration pursuant to Section 1)securities, and the managing underwriters advise the Company in writing that in their opinion the number of securities requested to be included in such registration exceeds the number that which can be sold in such offering without adversely affecting the marketability of the offering, the Company will allocate the securities to be included as follows: include in such registration (i) first, the securities requested to be included therein by the holders initiating requesting such registration; registration and second, Registrable Securities all Shares requested to be included in such registration, pro rata among the holders of such securities on the basis of the number of Registrable Securities owned among the Stockholderssecurities requested to be included therein by each such holder, and (ii) second, other securities requested to be included in such registration.

Priority on Secondary Registrations. If a the Piggyback Registration is initiated as applies only to an underwritten secondary registration on behalf of holders of securities of the Company's securities (other than a Demand Registration pursuant to Section 1), and the managing underwriters advise underwriter(s) for such offering being registered by the Company advise(s) the Company in writing that that, in its/their opinion opinion, the number of securities Shares requested to be included in such registration exceeds the number that which can be sold in registered on such offeringregistration statement without materially adversely affecting the distribution of such securities, the Company will allocate the securities to be included as follows: include in such registration (i) first, the securities requested to be included therein by the initial holders initiating requesting such registration; and , (ii) second, Registrable Securities the securities purchased by the Purchaser pursuant to this Subscription Agreement and all other purchasers in the same offering, and (iii) third, any other securities requested to be included in such registration, apportioned pro rata on the basis of the number of Registrable Securities owned among the Stockholdersholders of such securities.

Priority on Secondary Registrations. If a Piggyback Registration is initiated as an underwritten secondary registration on behalf of holders of the Company's securities (other than a Demand Registration pursuant to Section 1), and the managing underwriters advise the Company in writing that that, in their opinion opinion, the number of securities requested to be included in such the registration exceeds the number that can be sold in an orderly manner in such offeringoffering within a price range acceptable to the holders initially requesting the registration, the Company will allocate shall include in such registration the securities to be included as follows: first, the securities requested to be included by the holders initiating such registration; and second, Registrable Securities requested to be included in such the registration and any other securities requested to be included in the registration, pro rata among the holders of such Registrable Securities and such other securities on the basis of the number of Registrable Securities shares owned among the Stockholdersby each holder.

Priority on Secondary Registrations. If a Piggyback Registration is initiated as an underwritten secondary registration on behalf of holders of the Company's securities (other than a Demand Registration pursuant to Section 1)’s securities, and the managing underwriters advise the Company in writing that in their opinion the number of securities requested to be included in such registration exceeds the number that which can be sold in such offering without adversely affecting the marketability of the offering, the Company will allocate the securities to be included as follows: shall include in such registration (i) first, the securities requested to be included therein by the holders initiating requesting such registration; registration and second, the Registrable Securities requested to be included in such registration, pro rata among the holders of such securities on the basis of the number of Registrable Securities securities so requested to be included therein owned among the Stockholdersby each such holder, and (ii) second, other securities requested to be included in such registration.

Priority on Secondary Registrations. If a Piggyback Registration is initiated as an underwritten secondary registration on behalf of holders of the Company's securities (other than a Demand Registration pursuant to Section 1)’s securities, and the managing underwriters advise the Company in writing that in their opinion the number of securities requested to be included in such registration exceeds the number that which can be sold in such offering without adversely affecting the marketability of the offering, the Company will allocate the securities to be included as follows: include in such registration (i) first, the securities requested to be included in such registration by the holders initiating requesting such registration; and , (ii) second, the Registrable Securities requested to be included in such registration (but not more than as determined by the managing underwriters), and (iii) third, other securities requested to be included in such registration, pro rata on the basis of the number of Registrable Securities owned among the Stockholders.

Priority on Secondary Registrations. If a Piggyback Registration is initiated as an underwritten secondary registration on behalf of holders of the Company's Company securities (other than a Demand Registration pursuant to Section 1the holders of Registrable Securities), and the managing underwriters advise underwriter(s) advises the Company in writing that in their its opinion the number of securities requested to be included in such registration exceeds the number that which can be sold in such offering without adversely affecting the marketability of the offering, the Company will allocate the securities to be included as followsinclude in such registration: (a) first, the securities requested to be included therein by the applicable holders initiating such registration; requesting registration and second, the Registrable Securities requested to be included in such registration, pro rata among the holders of such securities and Registrable Securities on the basis of the number of Registrable Securities shares owned among the Stockholdersby each such holder, and (b) second, other such securities requested to be included in such registration.

Priority on Secondary Registrations. If a Piggyback Registration is initiated as an underwritten secondary registration on behalf of holders of the Company's securities (other than a Demand Registration pursuant to Section 1)securities, and the managing underwriters advise the Company in writing that in their opinion the number of securities requested to be included in such registration exceeds the number that which can be sold in such offering without adversely affecting the marketability of the offering, the Company will allocate the securities to be included as follows: include in such registration (i) first, the securities requested to be included by the holders initiating such registration; and second, Registrable Securities requested to be included in such registration, pro rata among the holders of such Registrable Securities on the basis of the number of Registrable Securities owned among the Stockholdersshares to be included by each such holder, and (ii) second, other securities requested to be included in such registration.

Priority on Secondary Registrations. If a Piggyback ----------------------------------- Registration is initiated as an underwritten secondary registration on behalf of holders of the Company's securities (other than a Demand Registration pursuant to Section 1)securities, and the managing underwriters advise the Company in writing that in their opinion the number of securities requested to be included in such registration exceeds the number that which can be sold in such offering, the Company will allocate the securities to be included as follows: include in such registration (i) first, the securities requested to be included therein by the holders initiating requesting such registration; and second, registration of the Registrable Securities requested to be included in such registration, pro rata among the holders of such securities on the basis of the number of Registrable Securities securities owned among the Stockholdersby each such holder, and (ii) second, other securities requested to be included in such registration.

Priority on Secondary Registrations. If a Piggyback Registration is initiated as an underwritten secondary registration on behalf of holders of the Company's securities (other than a Demand Registration pursuant to Section 1)securities, and the managing underwriters advise the Company in writing that in their opinion the number of securities requested to be included in such registration exceeds the number that which can be sold in such offering without adversely affecting the marketability of the offering, the Company will allocate the securities to be included as follows: first, shall include in such registration the securities requested to be included therein by the holders initiating requesting such registration; and second, the Registrable Securities requested to be included in such registration and the other securities requested to be included in such registration, pro rata among the holders of such securities on the basis of the number of Registrable Securities owned among the Stockholderssecurities so requested to be included therein.

Priority on Secondary Registrations. If a Piggyback Registration is initiated as an underwritten secondary registration or distribution by prospectus on behalf of holders of the Company's securities (other than a Demand Registration pursuant to Section 1)securities, and the managing underwriters advise the Company in writing that in their opinion the number of securities requested to be included in such the registration or qualification for distribution by prospectus exceeds the number that which can be sold in such an offering without adversely affecting the marketability of the offering, the Company will allocate include in the securities to be included as follows: registration or prospectus (i) first, the securities requested to be included therein by the holders initiating such requesting the registration; and , (ii) second, the Registrable Securities requested to be included in such the registration, pro rata on and (iii) third, other securities requested to be included in the basis of the number of Registrable Securities owned among the Stockholdersregistration.

Priority on Secondary Registrations. If a Piggyback Registration is initiated as an ----------------------------------- underwritten secondary registration on behalf of holders of the Company's securities (other than a an Investor Demand Registration pursuant to Section 1Registration), and the managing underwriters advise the Company in writing that in their opinion the number of securities requested to be included in such registration exceeds the number that which can be sold in such offering without adversely affecting the marketability of the offering, the Company will allocate the securities to be included as follows: include in such registration (i) first, the securities requested to be included by the holders initiating such registration; and second, Registrable Securities requested to be included in such registration, pro rata among the holders of such securities on the basis of the number of Registrable Securities shares owned among the Stockholdersby each such holder, calculated as if such shares had been converted at such time to Common Stock, and (ii) second, other securities requested or permitted to be included in such registration.

Priority on Secondary Registrations. If a Piggyback Registration is initiated as an underwritten secondary registration on behalf of holders of the Company's securities (other than a Demand Registration pursuant to Section 1)securities, and the managing underwriters advise the Company in writing that in their opinion the number of securities requested to be included in such registration exceeds the number that which can be sold in such offering without adversely affecting the marketability of the offering, the Company will allocate the securities to be included as follows: shall include in such registration (i) first, the securities requested to be included therein by the holders initiating requesting such registration; and registration and, (ii) second, the Registrable Securities requested to be included in such registration, pro rata among the holders of such securities on the basis of the number of Registrable Securities securities owned among the Stockholdersby each such holder.

Priority on Secondary Registrations. If a Piggyback Registration is initiated as an underwritten secondary registration on behalf of holders of the Company's securities (other than a Demand Registration pursuant to Section 1)securities, and the managing underwriters advise the Company in writing that in their opinion the number of securities requested to be included in such registration exceeds the number that which can be sold in such offering without adversely affecting the marketability of the offering, the Company will allocate the securities to be included as follows: shall include in such registration (i) first, the securities requested to be included therein by the holders initiating requesting such registration; registration and second, the Registrable Securities requested to be included in such registration, pro rata among the holders of such securities on the basis of the number of Registrable Securities securities owned among the Stockholdersby each such holder and (ii) second, any other securities requested to be included in such registration.

Priority on Secondary Registrations. If a Piggyback Registration is initiated as an underwritten secondary registration on behalf of holders of the Company's securities (other than a Demand Registration pursuant to Section 1)securities, and the managing underwriters advise the Company in writing that in their opinion the number of securities requested to be included in such registration exceeds the number that which can be sold in such offering without adversely affecting the marketability of the offering, the Company will allocate the securities to be included as follows: include in such registration (i) first, the securities requested to be included therein by the holders initiating requesting such registration (ii) second, the Registrable Securities requested by Transcend to be included in such registration; , and second(iii) third, Registrable Securities other securities requested to be included in such registration, pro rata on the basis of the number of Registrable Securities owned among the Stockholders.

Priority on Secondary Registrations. If a Piggyback Registration is initiated as an underwritten secondary registration on behalf of holders of the Company's securities (other than a Demand Registration pursuant to Section 1)securities, and the managing underwriters advise the Company in writing that in their opinion the number of securities requested to be included in such registration exceeds the number that which can be sold in such offering without adversely affecting the marketability of the offering, the Company will allocate the securities to be included as follows: shall include in such registration (A) first, the securities requested to be included therein by the holders initiating requesting such registration; registration and second, the Registrable Securities requested to be included in such registration, pro rata -29- 35 among the holders of such securities on the basis of the number of Registrable Securities securities owned among the Stockholdersby each such holder, and (B) second, other securities requested to be included in such registration.

Priority on Secondary Registrations. If a Piggyback Registration is initiated as an underwritten secondary registration on behalf of holders of the Company's securities (other than a Demand Registration pursuant to Section 1)securities, and the managing underwriters advise the Company in writing that in their opinion the number of securities requested to be included in such registration exceeds the number that which can be sold in such offering without adversely affecting the marketability of the offering, the Company will allocate the securities to be included as follows: shall include in such registration (i) first, the securities requested to be included by the holders initiating such registration; and second, Registrable Securities requested to be included in such registration, pro rata among the holders of such Registrable Securities on the basis of the number of Registrable Securities owned among the Stockholdersshares requested to be registered by each such holder, and (ii) second, other securities requested to be included in such registration.

Priority on Secondary Registrations. If a Piggyback Registration is initiated as relates to an underwritten secondary registration on behalf public offering of equity securities by holders of the Company's ’s securities (other than a Demand Registration pursuant to Section 1), this Agreement) and the managing representative of the underwriters advise advises the Company in writing that in their its opinion marketing factors require a limitation of the number of securities to be included in such registration, the Company shall include in such registration (i) first, the securities requested to be included in such registration exceeds the number that can be sold in such offering, the Company will allocate the securities to be included as follows: first, the securities requested to be included by the holders initiating requesting such registrationregistration (which, in the case of a registration pursuant to Section 1.2, shall be the Initiating Holders); and (ii) second, the number of Registrable Securities requested to be included in such registrationregistration by the Holders; and (iii) third, pro rata on the basis of the number of Registrable Securities owned among the Stockholdersany other securities.

Priority on Secondary Registrations. If a Piggyback Registration is initiated as an underwritten secondary registration on behalf of holders of the Company's securities (other than a Demand Registration pursuant to Section 1)securities, and the managing underwriters advise the Company in writing that in their opinion the number of securities requested to be included in such registration exceeds the number that which can be sold in such offering without adversely affecting the marketability of the offering, the Company will allocate the securities to be included as followsshall include in such registration: (i) first, the securities requested to be included by the holders initiating such registration; and second, Registrable Securities requested to be included in such registration, pro rata among the holders of such Registrable Securities on the basis of the number of Registrable Securities owned among shares requested to be registered by each such holder; and (ii) second, the Stockholdersother securities requested to be included in such registration.

Priority on Secondary Registrations. If a Piggyback Registration is initiated as an underwritten secondary registration on behalf of holders of the Company's securities (other than a Demand Registration pursuant to Section 1)securities, and the managing underwriters advise the Company in writing that in their opinion the number of securities requested to be included in such registration exceeds the number that which can be sold in an orderly manner in such offeringoffering within a price range reasonably acceptable to the holders initially requesting such registration, the Company will allocate shall include in such registration the securities to be included as follows: first, the securities Registrable Securities requested to be included therein by RSI, and any securities of the holders initiating such registration; and second, Registrable Securities Company requested to be included in such registration, pro rata among the holders of such securities on the basis of the number of Registrable Securities shares owned among the Stockholdersby each such holder.

Priority on Secondary Registrations. If a Piggyback Registration Regis tration is initiated as an underwritten secondary registration on behalf of holders of the Company's securities (other than a Demand Registration pursuant to Section 1)securities, and the managing underwriters advise the Company in writing that in their opinion the number of securities requested to be included in such registration exceeds the number that which can be sold in such offering without adversely affecting the marketability of the offering, the Company will allocate the securities to be included as follows: include in such registration (i) first, the securities requested to be included by the holders initiating such registration; and second, Registrable Securities requested to be included in such registrationregistration by Maxtor, (ii) second, the Registrable Securities requested to be included in such registration by the other holders of Registrable Securities, pro rata on among the basis holders of the number of such Registrable Securities owned among the Stockholders.on

Priority on Secondary Registrations. If a Piggyback Registration is initiated as an underwritten secondary registration on behalf of holders of the Company's securities (other than a Demand Registration pursuant to Section 1Registration), and the managing underwriters advise the Company in writing that in their opinion the number of securities requested to be included in such registration exceeds the number that which can be sold in such offering without adversely affecting the marketability of the offering, the Company will allocate the securities to be included as follows: include in such registration (i) first, the securities requested to be included therein by the holders initiating requesting such registration; registration and second, the Registrable Securities requested to be included in such registration, pro rata among the holders of such securities on the basis of the number of Registrable Securities securities owned among the Stockholdersby each such holder, and (ii) second, other securities requested or permitted to be included in such registration.

Priority on Secondary Registrations. If a Piggyback Registration is initiated as an ----------------------------------- underwritten secondary registration on behalf of holders of the Company's securities (other than a Demand Registration pursuant to Section 1)securities, and the managing underwriters advise the Company in writing that in their opinion the number of securities requested to be included in such registration exceeds the number that which can be sold in such offering without adversely affecting the marketability of the offering, the Company will allocate the securities to be included as follows: include in such registration (i) first, the securities requested to be included therein by the holders initiating requesting such registration (ii) second, the Registrable Securities requested by Transcend to be included in such registration; , and second(iii) third, Registrable Securities other securities requested to be included in such registration, pro rata on the basis of the number of Registrable Securities owned among the Stockholders.

Priority on Secondary Registrations. If a Piggyback Registration is initiated as an underwritten secondary registration on behalf of holders of the Company's Company securities (other than a Demand Registration pursuant to Section 1the holders of Registrable Securities), and the managing underwriters advise underwriter(s) advises the Company in writing that in their its opinion the number of securities requested to be included in such registration exceeds the number that which can be sold in such offering without adversely affecting the marketability of the offering, the Company will allocate the securities to be included as followsinclude in such registration: (a) first, the securities requested to be included therein by the holders initiating such requesting registration; , and second, the Registrable Securities requested to be included in such registration, pro rata among the holders of such securities and Registrable Securities on the basis of the number of Registrable Securities shares owned among the Stockholdersby each such holder, and (b) second, other such securities requested to be included in such registration.

Priority on Secondary Registrations. If a Piggyback Registration is initiated as an underwritten secondary registration on behalf of holders of the Company's securities (other than a Demand Registration pursuant to Section 1), and the managing underwriters advise the Company in writing that in their opinion the number of securities requested to be included in such registration exceeds the number that can be sold in such offering, at a price reasonably related to fair value, the Company will allocate the securities to be included as follows: first, the securities requested to be included by the holders initiating such registration; and second, any securities (including Registrable Securities Securities) requested to be included in such registration, pro rata on the basis of the number of Registrable Securities owned among the Stockholderssecurities requested to be included in such registration.

Priority on Secondary Registrations. If a Piggyback Registration is initiated as relates to an underwritten secondary registration on behalf public offering of equity securities by holders of the Company's ’s securities (other than a Demand Registration pursuant to Section 1), and the managing underwriters advise the Company in writing that in their opinion marketing factors require a limitation of the number of securities to be included in such registration, the Company shall include in such registration (i) first, the securities requested to be included in such registration exceeds the number that can be sold in such offering, the Company will allocate the securities to be included as follows: first, the securities requested to be included by the holders initiating requesting such registration; and , (ii) second, the Registrable Securities requested to be included in such registration, pro rata among the Holders on the basis of the number of shares of Registrable Securities owned among the Stockholdersrequested to be included in such registration by each such Holder, and (iii) third, other securities requested to be included in such registration.

Priority on Secondary Registrations. If a Piggyback Registration is initiated as an underwritten secondary registration on behalf of holders of the Company's securities (other than a Demand Registration pursuant to Section 1)securities, and the managing underwriters advise the Company in writing that in their opinion the number of securities requested to be included in such registration exceeds the number that which can be sold in such offering without adversely affecting the marketability of the offering, the Company will allocate the securities to be included as follows: shall include in such registration (i) first, the securities requested to be included therein by the holders initiating requesting such registration; and registration and, (ii) second, if any, the Registrable Securities requested to be included in such registration, pro rata among the holders of such securities on the basis of the number of Registrable Securities securities owned among the Stockholdersby each such holder.

Priority on Secondary Registrations. If a Piggyback Registration ----------------------------------- is initiated as an underwritten secondary registration on behalf of holders of the Company's securities (other than a Demand Registration pursuant to Section 1)securities, and the managing underwriters advise the Company in writing that in their opinion the number of securities requested to be included in such registration exceeds the number that which can be sold in such offering without adversely affecting the marketability of the offering, the Company will allocate the securities to be included as follows: shall include in such registration (i) first, the securities requested to be included therein by the holders initiating requesting such registration; registration and (ii) second, the Registrable Securities and the other securities requested to be included in such registration, pro rata among the holders of such Registrable Securities and such other securities on the basis of the number of Registrable Securities shares owned among the Stockholdersby each such holder.

Priority on Secondary Registrations. If a Piggyback Registration is initiated as an underwritten secondary registration on behalf of holders of the Company's securities (other than a Demand Registration pursuant to Section 12), and the managing underwriters advise the Company in writing that in their opinion the number of securities requested to be included in such registration exceeds the number that can be sold in such offering, at a price reasonably related to fair value, the Company will allocate the securities to be included as follows: first, the securities requested to be included by the holders initiating such registration; and second, Registrable Securities requested to be included in such registration, pro rata on registration by the basis of the number of Registrable Securities owned among the StockholdersInvestor.

Priority on Secondary Registrations. If a Piggyback Registration is initiated as an underwritten secondary registration on behalf of holders of the Company's securities (other than a Demand Registration pursuant to Section 1)’s securities, and the managing underwriters advise the Company in writing that in their opinion the number of securities requested to be included in such registration exceeds the number that which can be sold in such offering without adversely affecting the marketability of the offering, the Company will allocate the securities to be included as follows: include in such registration (i) first, the securities requested to be included by the holders initiating such registration; and second, Registrable Securities requested to be included in such registration, pro rata among the holders of such Registrable Securities on the basis of the number of Registrable Securities owned among the Stockholdersshares to be included by each such holder, and (ii) second, other securities requested to be included in such registration.

Priority on Secondary Registrations. If a Piggyback Registration is initiated as an underwritten secondary registration on behalf of holders of the Company's securities (other than a Demand Registration pursuant to Section 1)securities, and the managing underwriters advise the Company in writing that in their opinion the number of securities requested to be included in such registration exceeds the number that which can be sold in such offering without adversely affecting the marketability of the offering, the Company will allocate the securities to be included as follows: shall include in such registration (A) first, the securities requested to be included therein by the holders initiating requesting such registration; registration and second, the Registrable Securities requested to be included in such registration, pro rata among the holders of such securities on the basis of the number of Registrable Securities securities owned among the Stockholdersby each such holder, and (B) second, other securities requested to be included in such registration.

Priority on Secondary Registrations. If a Piggyback Registration is initiated as an underwritten secondary registration on behalf of holders of the Company's securities (other than a Demand Registration pursuant to Section 1)securities, and the managing underwriters advise the Company in writing that in their opinion the number of securities requested to be included in such registration exceeds the number that which can be sold in such offering without adversely affecting the marketability of the offering, the Company will allocate the securities to be included as follows: include in such registration (i) first, the securities requested to be included therein by the holders initiating requesting such registration; and , (ii) second, Registrable Securities requested to be included in such registration, pro rata among such holders of Registrable Securities on the basis of the number of Registrable Securities shares owned among the Stockholdersby each such holder, and (iii) third, other securities requested to be included in such registration.

Priority on Secondary Registrations. If a Piggyback Registration is initiated as an underwritten secondary registration on behalf of holders of the Company's securities (other than a Demand Registration pursuant to Section 1)’s securities, and the managing underwriters advise the Company in writing that in their opinion the number of securities requested to be included in such registration exceeds the number that which can be sold in such offering without adversely affecting the marketability of the offering, the Company will allocate the securities to be included as follows: shall include in such registration (a) first, the securities requested to be included therein by the holders initiating requesting such registration; and , (b) second, the Registrable Securities requested to be included in such registration, pro rata among the Holders of such securities on the basis of the number of Registrable Securities owned among the Stockholdersby each such Holder and (c) third, other securities requested to be included in such registration.