Priority on Primary Registrations. If a Piggyback Registration is an underwritten primary registration on behalf of the Corporation, and the managing underwriters advise the Corporation in writing that in their opinion the number of securities requested to be included in such registration exceeds the number which can be sold in such offering without adversely affecting the marketability, proposed offering price, timing or method of distribution of the offering, the Corporation shall include in such registration # first, the securities the Corporation proposes to sell, # second, the Registrable Securities requested to be included in such registration which, in the opinion of the underwriters, can be sold without any such adverse effect, pro rata among the Holders on the basis of the number of Registrable Securities owned by each such Holder that such Holder of Registrable Securities shall have requested to be included therein, and # third, other securities requested to be included in such registration which, in the opinion of the underwriters, can be sold without any such adverse effect.

Priority of Piggyback Registration. If the managing underwriter or underwriters of any proposed Underwritten Offering of Registrable Securities included in a Piggyback Registration informs the Issuer and the Holders in writing that, in its or their opinion, the number of securities which such Holders and any other Persons intend to include in such offering exceeds the number which can be sold in such offering without being likely to have a significant adverse effect on the price, timing or distribution of the securities offered or the market for the securities offered, then the securities to be included in such Registration shall be # first, 100% of the securities proposed to be sold in such Registration by the Issuer or (subject to [Section 2.07(a)]) any Person (other than a Holder) exercising a contractual right to demand Registration, as the case may be, and # second, and only if all the securities referred to in clause (i) have been included, the number of Registrable Securities that, in the opinion of such managing underwriter or underwriters, can be sold without having such adverse effect, with such number to be allocated pro rata among the Holders that have requested to participate in such Registration based on the relative number of Registrable Securities then held by each such Holder; provided, that any securities thereby allocated to a Holder that exceed such Holder’s request shall be reallocated among the remaining requesting Holders in like manner and # third, and only if all of the Registrable Securities referred to in clause (ii) have been included in such Registration, any other securities eligible for inclusion in such Registration.

. If a Piggyback Offering is an underwritten primary registration on behalf of the Company, and the managing underwriters for a Piggyback Offering advise the Company in writing that in their reasonable opinion the number of 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 Company, the Company shall include in such Piggyback Offering the number which can be so sold in the following order of priority: # first, the securities the Company proposes to sell, # second, the Registrable Securities requested to be included in such Piggyback Offering pursuant to this Registration Rights Agreement (pro rata on the basis of the relative number of Registrable Securities requested to be included in such Piggyback Offering by each such Holder), and # third, other securities requested to be included in such Piggyback Offering.

. If a Piggyback Offering is an underwritten secondary registration on behalf of holders of the Company’s securities (“Other Holders”), and the managing underwriters advise the Company in writing that in their opinion the number of 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 in such registration by the Other Holders, # second, the securities the Company proposes to sell, # third, the Registrable Securities requested to be included therein by Holders other than the Other Holders pursuant to this Registration Rights Agreement (pro rata among such Holders on the basis of the number of Registrable Securities requested to be included in such Piggyback Offering by each such Holder), and # fourth, other securities requested to be included in such Piggyback Offering.

Priority for Piggyback Registration. If any Proposed Registration involves an underwritten offering and the managing underwriter of such offering advises the Company that, in its good faith view, that the number of securities requested to be included in such offering exceeds the Maximum Offering Amount, then the Company shall include in such registration the number of securities which can be so sold in the following order of priority (subject to any rights set forth in the Existing Stockholders’ Agreement):