Common use of Priority on Primary Registrations Clause in Contracts

Priority on Primary Registrations. If a Piggyback Registration is an underwritten primary registration on behalf of the Company, and the managing underwriters advise the Company in writing that in their opinion the number of securities requested to be included in such registration exceeds the number that can be sold in such offering, at a price reasonably related to fair value, the Company will allocate the securities to be included as follows: first, the securities the Company proposes to sell on its own behalf; 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 Primary Registrations. If a Piggyback Registration is an underwritten primary registration on behalf of the Company, Corporation and the managing underwriters advise the Company Corporation in writing that in their opinion the number of securities requested to be included in the registration creates a substantial risk that the price per Common Share will be reduced, the Corporation will include 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 that the Company Corporation proposes to sell on its own behalf; and sell, second, the Registrable Securities Shares requested to be included in such registration, pro rata among the holders of such Registrable Shares on the basis of the number of Registrable Securities shares which are owned among the Stockholdersby such holders, and third, other securities requested to be included in such registration.

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

Priority on Primary Registrations. If a Piggyback Registration is an underwritten primary registration on behalf of the Company, 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, at a price reasonably related to fair value, the Company will allocate the securities to be included as follows: include in such registration (i) first, the securities the Company proposes to sell on its own behalf; and sell, (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, any 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 Primary Registrations. If a Piggyback Registration is an underwritten primary registration on behalf of the Company, Company and the managing underwriters advise the Company in writing that in their opinion the number of securities requested to be included in such registration exceeds the number that which can reasonably be sold in such offering, at a price reasonably related to fair value, the Company will allocate the securities to be included as follows: include in such registration first, the securities that the Company proposes to sell on its own behalf; and sell, second, the Registrable Securities Shares requested to be included in such registration, pro rata among the holders of such Registrable Shares on the basis of the number of Registrable Securities owned among the Stockholdersshares which such holders requested to be included in such registration, and third, other securities requested to be included in such registration.

Priority on Primary Registrations. If a Piggyback Registration is an underwritten primary registration on behalf of the Company, and the managing underwriters advise the Company in writing that in their opinion the number of securities requested to be included in such registration exceeds the number that which can be sold in such offering without adversely affecting the marketability of the offering, at a price reasonably related to fair value, the Company will allocate the securities to be included as follows: include in such registration (i) first, the securities the Company proposes to sell on its own behalf; sell, and (ii) second, the securities requested to be registered pursuant to that certain Third Amended Registration Rights Agreement, and (iii) third, the Registrable Securities requested to be included in such registrationPiggyback Registration, pro rata rata, if necessary, among the holders of such Registrable Securities on the basis of the number of Registrable Securities owned among the Stockholdersby each such holder and (iv) fourth, other securities requested to be included in such Piggyback Registration.

Priority on Primary Registrations. If a Piggyback Registration is an underwritten primary registration on behalf of the Company, Company and the managing underwriters advise the Company in writing that in their opinion the number of securities requested to be included in such registration exceeds the number that which can reasonably be sold in such offering, at a price reasonably related to fair value, the Company will allocate the securities to be included as follows: include in such registration first, the securities that the Company proposes to sell on its own behalfsell; second, the securities that any holder of registration rights issued prior to the Effective Date proposes to sell; and secondthird, Registrable Securities the Warrant Shares requested to be included in such registration, pro rata on the basis of the number of Registrable Securities owned among the Stockholders.

Priority on Primary Registrations. If a Piggyback Registration is an underwritten primary registration offering on behalf of the CompanyAcquiror, and the managing underwriters for the offering advise the Company Acquiror in writing that in their opinion the number of securities requested to be included in such registration exceeds would materially and adversely affect the number that can be sold success of the offering, Acquiror will include in such offering, at a price reasonably related to fair value, the Company will allocate the securities to be included as follows: registration (i) first, the securities the Company Acquiror proposes to sell on its own behalf; and (ii) second, Registrable Securities requested to be included in such registration, on a pro rata on the basis of the number of basis, Registrable Securities owned among the StockholdersShares and all other securities.

Priority on Primary Registrations. If a Piggyback Registration is an underwritten primary registration on behalf of the Company, and the managing underwriters advise the Company in writing that in their opinion the number of securities requested to be included in such registration exceeds the number that which can be sold in such offering, at offering within a price range reasonably related acceptable to fair valuethe Company, the Company will allocate the securities to be included as follows: include in such registration (i) first, the securities the Company proposes to sell on its own behalf; and (ii) second, all other securities (including the Registrable Securities Securities) 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 the Stockholdersby each such holder.

Priority on Primary Registrations. If a Piggyback Registration is an underwritten primary registration on behalf of the Company, and the managing underwriters advise the Company in writing that in their opinion the number of securities requested to be included in such registration exceeds the number that can be sold in such offering, at a price reasonably reasonable related to fair value, the Company will allocate the securities to be included as follows: first, the securities the Company proposes to sell on its own behalf; and and, second, Registrable Securities requested to be included in such registration, pro rata on the basis of the number of Registrable Securities owned owned, among the Selling Stockholders.

Priority on Primary Registrations. If a Piggyback Registration is an underwritten primary registration on behalf of the Company, Company and the managing underwriters advise the Company in writing that in their opinion the number of securities requested to be included in such registration exceeds the number that which 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: include in such registration (i) first, the securities that the Company proposes to sell on its own behalf; and (ii) second, Registrable Securities the Warrant Shares requested to be included in such registration, registration and other securities requested to be included in such registration pro rata among the holders of the Warrant Shares and the other securities on the basis of the number of Registrable Securities owned among the Stockholderssecurities so requested to be included therein.

Priority on Primary Registrations. If a Piggyback Registration is an underwritten primary registration on behalf of the Company, and the managing underwriters underwriter(s) advise the Company in writing that in their opinion the number of securities requested to be included in such registration exceeds the number that which can be sold in such offering without adversely affecting the marketability of the offering, at a price reasonably related to fair value, the Company will allocate the securities to be included as follows: shall include in such registration (i) first, the securities the Company proposes to sell on its own behalf; and sell, (ii) second, the Investor Registrable Securities requested to be included in such registration 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 Primary Registrations. If a Piggyback Registration is an underwritten primary registration on behalf of the Company, and the managing underwriters advise the Company in writing that in their opinion the number of securities requested to be included in such registration exceeds the number that which can be sold in an orderly manner in such offering, at offering within a price range reasonably related acceptable to fair valuethe Company, the Company will allocate the securities to be included as follows: include in such registration (i) first, the securities the Company proposes to sell on its own behalf; sell, and (ii) second, the Registrable Securities requested to be included in such registration and such other securities of the Company with the right to participate in such registration, pro rata on the basis of the number of Registrable Securities owned among the Stockholders.the

Priority on Primary Registrations. If a Piggyback Registration --------------------------------- is an underwritten primary registration on behalf of the Company, Corporation and the managing underwriters advise the Company Corporation in writing that in their opinion the number of securities requested to be included in such registration exceeds the number that which can be sold in such offering, at a price reasonably related to fair value, the Company Corporation will allocate the securities to be included as follows: include in such registration first, the securities that the Company Corporation proposes to sell on its own behalf; and sell, second, the Registrable Securities Shares requested to be included in such registration, pro rata -------- among the holders of such Registrable Shares on the basis of the number of Registrable Securities shares which are owned among the Stockholdersby such holders, and third, other securities requested to be included in such registration.

Priority on Primary Registrations. If a Piggyback Registration is an underwritten primary registration on behalf of the CompanyCorporation, and the managing underwriters advise the Company in writing Corporation that in their opinion the number of securities requested to be included in such offering in the registration exceeds creates a substantial risk that the number that can price per share of Common Stock will be sold reduced in such offering, at a price reasonably related to fair value, the Company Corporation will allocate the securities to be included as follows: include in such registration (i) first, the securities the Company Corporation proposes to sell on its own behalf; and sell, (ii) second, the Registrable Securities Shares requested to be included in such registration, pro rata on the basis of the number of Registrable Securities owned allocated among the Stockholdersparticipating Holders as designated by AFG, and (iii) third, other securities requested to be included in such registration.

Priority on Primary Registrations. If a Piggyback Registration is an underwritten primary registration on behalf of the Company, Company and the managing underwriters 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 reasonably be sold in such offering, at a price reasonably related to fair value, the Company will allocate the securities to be included as follows: include in such registration first, the securities that the Company proposes to sell on its own behalfsell; second, the securities that any Optionee of registration rights issued prior to the Effective Date proposes to sell; and secondthird, Registrable Securities the Option Shares requested to be included in such registration, pro rata on the basis of the number of Registrable Securities owned among the Stockholders.

Priority on Primary Registrations. If a Piggyback Registration is an underwritten primary registration on behalf of the CompanyPartnership, 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, at a price reasonably related to fair value, the Company will allocate the securities to be included as follows: registration (i) first, the securities the Company Partnership proposes to sell on its own behalf; and sell, (ii) 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 shares owned among the Stockholdersby each such holder, and (iii) third, other securities requested to be included in such registration.

Priority on Primary Registrations. If a Piggyback Registration is an underwritten primary registration on behalf of the Company, 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, at a price reasonably related to fair value, the Company will allocate the securities to be included as follows: include in such registration (i) first, the securities the Company proposes to sell on its own behalf; and second, Registrable Securities requested to be included in such registration, pro rata on and (ii) second, the basis securities that the Company proposes to sell, and (iii) third, such other securities of the number of Registrable Securities owned among the StockholdersCompany possessing registration rights.

Priority on Primary Registrations. If a Piggyback Registration is an underwritten primary registration on behalf of the Company, Company and the managing underwriters advise the Company in writing that in their opinion the number of securities requested to be included in such registration exceeds the number that which 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: include in such registration (i) first, the securities the Company proposes to sell on its own behalf; and sell, (ii) second, the Registrable Securities requested to be included in such registration, pro rata rate among the respective holders thereof on the basis of the number of Registrable Securities owned among the Stockholdersby such holders, and (iii) third, other securities requested to be included in such registration.

Priority on Primary Registrations. If a Piggyback Registration is an underwritten primary registration on behalf of the Company, and the managing underwriters advise the Company in writing that in their opinion the inclusion of the number of securities requested to be included by the Stockholder in such registration exceeds the number that can be sold in would have an adverse effect on such offering, at a price reasonably related to fair value, the Company will allocate the securities to be included as follows: first, the securities the Company proposes to sell on its own behalf; and second, Registrable Securities Shares requested to be included in such registrationregistration by the Stockholder, pro rata on the basis and third, securities registered to be included in such registration by other stockholders of the number of Registrable Securities owned among the Stockholders.Company. EXECUTION COPY

Priority on Primary Registrations. If a Piggyback Registration is an underwritten primary registration on behalf of the Company, and the managing underwriters advise the Company in writing that in their opinion the number of securities requested to be included in such registration exceeds the number that which can be sold in such offering, at offering within a price range reasonably related acceptable to fair valuethe Company, the Company will allocate the securities to be included as follows: include in such registration (i) first, the securities the Company proposes to sell on its own behalf; and sell, (ii) second, the Registrable Securities requested to be included in such registrationregistration by Investors, on a pro rata on the basis of the number of Registrable Securities owned among the Stockholdersbasis, and (iii) third, other securities requested to be included in such registration.

Priority on Primary Registrations. If a Piggyback Registration is an underwritten primary registration on behalf of the Company, 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, at a price reasonably related to fair value, the Company will allocate the securities to be included as follows: include in such registration (i) first, the securities the Company proposes to sell on its own behalf; sell, and (ii) second, the securities requested to be registered pursuant to the certain Third Amended Registration Rights Agreement, and (iii) third, the Registrable Securities requested to be included in such registrationPiggyback Registration, pro rata rata, if necessary, among the holders of such Registrable Securities on the basis of the number of Registrable Securities owned among the Stockholdersby each such holder and (iv) fourth, other securities requested to be included in such Piggyback Registration.

Priority on Primary Registrations. If a Piggyback Registration is an underwritten primary registration on behalf of the Company, and the managing underwriters advise the Company in writing that in their opinion the number of securities requested to be included in such registration exceeds the number that which can be sold in such offering without adversely affecting the marketability of the offering, at a price reasonably related to fair value, the Company will allocate the securities to be included as follows: shall include in such registration (i) first, the securities the Company proposes to sell on its own behalf; 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.the

Priority on Primary Registrations. If a Piggyback Registration is an underwritten primary registration on behalf of the Company, and the managing underwriters advise the Company in writing that in their opinion the number of securities requested to be included in such registration exceeds the number that which can be sold in such offering without adversely affecting the marketability of the offering, at a price reasonably related to fair value, the Company will allocate the securities to be included as follows: shall include in such registration (i) first, the securities the Company proposes to sell on its own behalf; and sell, (ii) second, the 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 Primary Registrations. If a Piggyback Registration is --------------------------------- an underwritten primary registration on behalf of the Company, and the managing underwriters advise the Company in writing that in their opinion the number of securities requested to be included in such registration exceeds the number that which can be sold in such offering without adversely affecting the marketability of the offering, at a price reasonably related to fair value, the Company will allocate the securities to be included as follows: shall include in such registration (i) first, the securities the Company proposes to sell on its own behalf; and sell, (ii) second, Registrable Securities any 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 Primary Registrations. If a Piggyback Registration is an underwritten primary registration on behalf of the Company, Corporation and the managing underwriters advise the Company Corporation in writing that in their opinion the number of securities requested to be included in such registration exceeds the number that which can be sold in such offering, at a price reasonably related to fair value, the Company Corporation will allocate the securities to be included as follows: include in such registration first, the securities that the Company Corporation proposes to sell on its own behalf; and sell, second, the Registrable Securities Shares requested to be included in such registration, pro rata among the holders of such Registrable Shares on the basis of the number of Registrable Securities shares which are owned among the Stockholdersby such holders, and third, other securities requested to be included in such registration.

Priority on Primary Registrations. If a Piggyback Registration is an underwritten primary registration on behalf of the Company, 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, at a price reasonably related to fair value, the Company will allocate the securities to be included as follows: include in such registration (i) first, the securities the Company proposes to sell on its own behalf; 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.securities

Priority on Primary Registrations. If a Piggyback Registration is an underwritten primary registration on behalf of the Company, and the managing underwriters advise the Company in writing that in their opinion the number of securities requested to be included in such registration exceeds the number that 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 the Company proposes to sell on its own behalf; 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 Primary Registrations. If a Piggyback Registration is an underwritten primary registration on behalf of the Company, and the managing underwriters advise the Company in writing that in their opinion the number of securities requested to be included in such registration exceeds the number that which can be sold in an orderly manner in such offering, at offering within a price reasonably related range acceptable to fair valuethe Company, the Company will allocate the securities to be included as follows: include in such registration (i) first, the securities the Company proposes to sell on its own behalf; 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 Primary Registrations. If a Piggyback Registration is an underwritten primary registration on behalf of the Company, Company and the managing underwriters advise the Company in writing that in their opinion the number of securities shares requested to be included in such registration exceeds the maximum number that which can be sold included in such offering, at a price reasonably related to fair valueoffering without adversely affecting the marketability of the offering (the 11 "Maximum Number"), the Company will allocate limit the securities number of shares included in such registration to the Maximum Number, and the shares registered shall be included as followsselected in the following order of priority: (i) first, the securities the Company proposes to sell on its own behalf; and second, Registrable Securities (ii) 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 Primary Registrations. If a Piggyback Registration is an underwritten primary registration on behalf of the Company, and the managing underwriters advise the Company in writing that in their opinion the number of securities requested to be included in such registration exceeds the number that which can be sold in such offering without adversely affecting the marketability of the offering, at a price reasonably related to fair value, the Company will allocate the securities to be included as follows: shall include in such registration (i) first, the securities the Company proposes to sell on its own behalf; and sell, (ii) second, the Registrable Securities requested to be included in such registration, pro rata among the holders of such Registrable Securities on the basis of the number of Registrable Securities owned among the Stockholdersshares owed by each such holder, and (iii) third, other securities requested to be included in such registration.

Priority on Primary Registrations. If a Piggyback Registration is an underwritten primary registration on behalf of the Company, 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, at a price reasonably related to fair value, the Company will allocate the securities to be included as follows: include in such registration (i) first, the securities the Company proposes to sell on its own behalf; and sell, (ii) second, the Registrable Securities which Transcend requests to be included in such registration, 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 Primary Registrations. If a Piggyback Registration is an underwritten primary registration on behalf of the Company, and the managing underwriters advise the Company in writing that in their opinion the number of securities requested to be included in such registration exceeds the number that which can be sold in such offering, at offering within a price range reasonably related acceptable to fair valuethe Company, the Company will allocate the securities to be included as follows: include in such registration (i) first, the securities the Company proposes to sell on its own behalf; 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.sell,

Priority on Primary Registrations. If a Piggyback Registration is an --------------------------------- underwritten primary registration on behalf of the Company, and the managing underwriters advise the Company in writing that in their opinion the number of securities requested to be included in such registration exceeds the number that which can be sold in such offering without adversely affecting the marketability of the offering, at a price reasonably related to fair value, the Company will allocate the securities to be included as follows: include in such registration (i) first, the securities the Company proposes to sell on its own behalf; and sell, (ii) second, the Registrable Securities which Transcend requests to be included in such registration, 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 Primary Registrations. If a Piggyback Registration is an underwritten primary registration on behalf of the Company, and the managing underwriters advise the Company in writing that in their reasonable opinion the number of securities amount Restricted Stock requested to be included in such registration exceeds the number that amount which can be sold in an orderly manner in such offering, at offering within a price reasonably related range acceptable to fair valuethe Company, the Company will allocate the securities shall use its best efforts to be included as follows: include in such registration (i) first, the securities the Company proposes to sell on its own behalf; sell, and (ii) second, Registrable Securities the Restricted Stock requested to be included in such registration, pro rata on registration by the basis of the number of Registrable Securities owned among the StockholdersMembers.

Priority on Primary Registrations. If a Piggyback Registration is an underwritten primary registration on behalf of the Company, and the managing underwriters advise the Company in writing that in their opinion the number of securities requested to be included in such registration exceeds the number that which can be sold in such offering, at a price reasonably related to fair value, the Company will allocate the securities to be included as follows: include in such registration (i) first, the securities the Company proposes to sell on its own behalf; and sell, (ii) second, the Registrable Securities and securities of the Company with respect to which similar registration rights have heretofore been granted and requested to be included in such registration, pro rata on in accordance with the basis of the number amounts of Registrable Securities owned among and such securities requested to be so included by the Stockholdersrespective Holders and holders of such securities of the Company; and (iii) third, any other securities requested to be included in such registration.

Priority on Primary Registrations. If a Piggyback Registration is an underwritten primary registration on behalf of the Company, and the managing underwriters advise the Company in writing that in their opinion good faith judgment the number of securities requested to be included in such registration exceeds the maximum number that which can be sold in such therein without adversely affecting the marketability of the offering, at a price reasonably related to fair value, the Company will allocate the securities to be included as follows: shall include in such registration (i) first, the securities the Company the proposes to sell on its own behalf; and sell, (ii) second, the Registrable Securities requested to be included in such registrationtherein by the Holders, pro rata on according to their respective ownership and (iii) third, other securities selected by the basis of the number of Registrable Securities owned among the StockholdersCompany in accordance with then existing agreements.

Priority on Primary Registrations. If a Piggyback Registration is an underwritten primary registration on behalf of the Company, Company and the managing underwriters advise the Company in writing that in their opinion the number of securities requested to be included in such registration exceeds the number that (the "Maximum Primary Number") which can be sold in such offering, at offering without having a material adverse effect on the price reasonably related to fair valueof such securities, the Company will allocate include in such registration, up to the securities to be included as follows: firstMaximum Primary Number, (i) FIRST, the securities the Company proposes to sell on its own behalf; sell, and second(ii) SECOND, the Registrable Securities Shares requested to be included in such registration, pro rata on the basis of the number of Registrable Securities owned among the Stockholdersregistration by Shareholder.

Priority on Primary Registrations. If a Piggyback --------------------------------- Registration is an underwritten primary registration on behalf of the Company, and the managing underwriters advise the Company in writing that in their opinion the number of securities requested to be included in such registration exceeds the number that which 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: include in such registration (i) first, the securities the Company proposes to sell on its own behalf; sell, and (ii) second, such number of Registrable Securities requested to be included in such registrationtherein, pro rata among the holders thereof on the basis of the number of Registrable Securities shares owned among the Stockholdersby such holders.

Priority on Primary Registrations. If a Piggyback Registration is an underwritten primary registration on behalf of the Company, and the managing underwriters advise the Company in writing that in their opinion the number of securities requested to be included in such registration exceeds the number that which can be sold in such offering without adversely affecting the marketability of the offering, at a price reasonably related to fair value, the Company will allocate the securities to be included as follows: include in such registration (i) first, the securities the Company proposes to sell on its own behalf; sell, and (ii) second, Registrable Securities all shares requested to be included in such registration, pro rata among the holders of such shares on the basis of the number of Registrable Securities shares owned among the Stockholdersby each such holder.

Priority on Primary Registrations. If a Piggyback Registration is an underwritten primary registration on behalf of the Company, Company and the managing underwriters advise the Company in writing that in their opinion the number of securities requested to be included in such the registration exceeds creates a substantial risk that the number that can price per unit of Common Units in the offering will be sold in such offering, at a price reasonably related to fair valuereduced, the Company will allocate the securities to be included as follows: include in such registration first, the securities that the Company proposes to sell on its own behalf; and sell, second, the Registrable Securities requested to be included in such registrationregistration by TCW, and third, pro rata on the basis of the number of Registrable Securities owned among the Stockholdersany other securities requested to be included in such registration.

Priority on Primary Registrations. If a Piggyback Registration is an underwritten primary registration on behalf of the Company, and the managing underwriters advise the Company in writing that in their opinion the number of securities requested to be included in such registration exceeds the number that which can be sold in such offering, offering at a price reasonably related range which is acceptable to fair valuethe Company, the Company will allocate the securities to be included as follows: include in such registration (i) first, the securities the Company proposes to sell on its own behalf; and sell, (ii) second, the Registrable Securities requested to be included in such registration 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 Primary Registrations. If a Piggyback Registration is an underwritten primary registration offering on behalf of the Company, and the managing underwriters for the Offering advise the Company in writing that in their opinion the number of securities requested to be included in such registration exceeds would materially and adversely affect the number that can be sold in such success of the offering, at a price reasonably related to fair value, the Company will allocate the securities to be included as follows: firstinclude in such registration (i) FIRST, the securities the Company proposes to sell on its own behalf; sell, and second(ii) SECOND, Registrable Securities Shares and other securities such that the included amount of each shall be in proportion to the amount of Registrable Shares and 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 Primary Registrations. If a Piggyback Registration is relates to an underwritten primary registration on behalf public offering of equity securities by the Company, Company and the managing underwriters advise the Company in writing that in their opinion the number of securities requested to be included in such registration exceeds the number that which can be sold in an orderly manner in such offering, at offering within a price reasonably related range acceptable to fair valuethe Company, the Company will allocate the securities to be included as follows: include in such registration (i) first, the securities proposed to be sold by the Company proposes to sell on its own behalf; Company, and (ii) second, any Registrable Securities Stock and 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 Primary Registrations. If a Piggyback Registration is an underwritten primary registration on behalf of the Company, Company and the managing underwriters advise the Company in writing that in their opinion the number of securities requested to be included in such the registration exceeds creates a substantial risk that the number that can price per share of Common Stock will be sold in such offering, at a price reasonably related to fair valuereduced, the Company will allocate include in such registration first the securities to be included as follows: first, the securities that the Company proposes to sell on its own behalf; and secondsell, second the Registrable Securities Shares requested to be included in such registration, pro rata among the holders of such Registrable Shares on the basis of the number of Registrable Securities shares which are owned among the Stockholdersby such holders, and third other securities requested to be included in such registration.

Priority on Primary Registrations. If a Piggyback Registration is an underwritten primary registration on behalf of the Company, 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 are such that the number that can success of the offering would be materially and adversely affected, the Company will include any securities to be sold in such offering, at a price reasonably related to fair value, registration in the Company will allocate the securities to be included as followsfollowing order: (i) first, the securities the Company proposes to sell on its own behalf; 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.the

Priority on Primary Registrations. If a Piggyback Registration is an underwritten primary registration on behalf of the Company, and the managing underwriters advise the Company in writing that in their opinion the number of securities requested to be included in such registration exceeds the number that which can be sold in an orderly manner in such offering, at offering within a price reasonably related range acceptable to fair valuethe Company, the Company will allocate the securities to be included as follows: shall include in such registration (i) first, the securities the Company proposes to sell on its own behalf; and sell, (ii) second, the Registrable Securities requested to be included in such registration by Atalaya Fund IV, 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 Primary Registrations. If a Piggyback Registration is an underwritten primary registration on behalf of the Company, Company and the managing underwriters advise the Company in writing that in their opinion the number of securities requested to be included in such registration exceeds the number that (the "Maximum Primary Number") which can be sold in such offering, at offering Without having a material adverse effect on the price reasonably related to fair valueof such securities, the Company will allocate include in such registration, up to the securities to be included as follows: Maximum Primary Number, (i) first, the securities the Company proposes to sell on its own behalf; and (ii) second, the Registrable Securities Shares requested to be included in such registration, pro rata on the basis of the number of Registrable Securities owned among the Stockholdersregistration by Wrigley.