Common use of Priority on Secondary Piggyback Registrations Clause in Contracts

Priority on Secondary Piggyback Registrations. If a Piggyback Registration or a Piggyback Shelf Takedown is initiated as an underwritten offering on behalf of a holder of Equity Securities to whom the Company has a contractual obligation to facilitate such offering, other than a Holders of Registrable Securities, and the managing underwriters of the offering advise the Company in writing that, in their opinion, the number of Equity Securities proposed to be included in such offering, including all Registrable Securities and all other Equity Securities requested to be included in such offering, exceeds the number of Equity Securities which can reasonably be expected to be sold in such offering without adversely affecting the success of the offering (including the price, timing or distribution of the securities to be sold in such offering), the Company shall include in such Piggyback Registration or Piggyback Shelf Takedown: (i) first, the Equity Securities that the Person demanding the offering pursuant to such contractual right proposes to sell in such offering; and (ii) second, any Equity Securities proposed to be sold for the account of the Company in such offering, any Registrable Securities requested to be included in such offering by a Holder and any Equity Securities proposed to be included in such offering by any other Person to whom the Company has a contractual obligation to facilitate such offering, allocated, in the case of this clause (ii), pro rata among the Company, such Holders and such Persons on the basis of the number of Equity Securities initially proposed to be included by the Company, each such Holder and each such other Person in such offering, up to the number of Equity Securities, if any, that the managing underwriters determine can be included in the offering without reasonably being expected to adversely affect the success of the offering (including the price, timing or distribution of the securities to be offered in such offering).

Priority on Secondary Piggyback Registrations. If a Piggyback Registration or a Piggyback Shelf Takedown is initiated as an underwritten offering on behalf of a holder of Equity Securities to whom the Company has a contractual obligation to facilitate such offering, other than a Holders of Registrable SecuritiesSecurities exercising rights pursuant to Section 2, for which the specified priorities are in Section 3, and the managing underwriters of the offering advise the Company in writing that, in their opinion, the number of Equity Securities proposed to be included in such the offering, including all Registrable Securities and all other Equity Securities requested to be included in such the offering, exceeds the number of Equity Securities which can reasonably be expected to be sold in such the offering without adversely affecting the success of the offering (including the price, timing or distribution of the securities to be sold in such the offering), the Company shall include in such Piggyback Registration or Piggyback Shelf Takedown: (i) first, any Equity Securities requested to be included in the offering by a Holder exercising their rights pursuant to this Section 5, allocated, in the case of this clause (i), pro rata among those Holders on the basis of the number of Equity Securities initially proposed to be included by each of those Holders in the offering; and (ii) second, the Equity Securities that the Person demanding the offering pursuant to such contractual right proposes to sell in such offering; and (ii) second, any Equity Securities proposed to be sold for the account of the Company in such offering, any Registrable Securities requested to be included in such offering by a Holder and any Equity Securities proposed to be included in such offering by any other Person to whom the Company has a contractual obligation to facilitate such offering, allocated, in the each case of this clause (i) and clause (ii), pro rata among the Company, such Holders and such Persons on the basis of the number of Equity Securities initially proposed to be included by the Company, each such Holder and each such other Person in such offering, up to the number of Equity Securities, if any, that the managing underwriters determine can be included in the offering without reasonably being expected to adversely affect the success of the offering (including the price, timing or distribution of the securities to be offered in the offering); and (iii) third, any Equity Securities proposed to be included in the offering by any other Person to whom the Company has a contractual obligation to facilitate such offering or otherwise desires to include in such offering, if, and only if, the managing underwriters determine can be included in the offering without reasonably being expected to adversely affect the success of the offering (including the price, timing or distribution of the securities to be offered in the offering).

Priority on Secondary Piggyback Registrations. If a Piggyback Registration or a Piggyback Shelf Takedown is initiated as an underwritten offering on behalf of a holder of Equity Securities Ordinary Shares to whom which the Company has a contractual obligation to facilitate such offering, other than a Holders of Registrable Securities, and the managing underwriters of the offering advise the Company in writing that, in their opinion, the number of Equity Securities Ordinary Shares proposed to be included in such offering, including all Registrable Securities and all other Equity Securities Ordinary Shares requested to be included in such offering, exceeds the number of Equity Securities Ordinary Shares which can reasonably be expected to be sold in such offering without adversely affecting the success of the offering (including the priceprice per share, timing or distribution of the securities Ordinary Shares to be sold in such offering), the Company shall include in such Piggyback Registration or Piggyback Shelf Takedown: (i) first, the Equity Securities number of Ordinary Shares that the Person demanding the offering pursuant to such contractual right proposes to sell in such offering; and (ii) second, any Equity Securities Ordinary Shares proposed to be sold for the account of the Company in such offering, any Registrable Securities requested to be included in such offering by a Holder and any Equity Securities Ordinary Shares proposed to be included in such offering by any other Person to whom which the Company has a contractual obligation to facilitate such offering, allocated, in the case of this clause (ii), pro rata among the Company, such Holders and such Persons on the basis of the number of Equity Securities Ordinary Shares initially proposed to be included by the Company, each such Holder and each such other Person in such offering, up to the number of Equity SecuritiesOrdinary Shares, if any, that the managing underwriters determine can be included in the offering without reasonably being expected to materially adversely affect affecting the success of the offering (including the priceprice per share, timing or distribution of the securities Ordinary Shares to be offered in such offering).

Priority on Secondary Piggyback Registrations. If a Piggyback Registration or a Piggyback Shelf Takedown is initiated as an underwritten offering secondary registration on behalf of a holder holders of Equity Securities to whom the Company has a contractual obligation to facilitate such offering, Company’s securities other than a Holders holders of Registrable Securities, and if the managing underwriters of the offering advise the Company in writing that, that in their opinion, opinion the number of Equity Securities proposed to be included in such offering, including all Registrable Securities and all other Equity Securities securities requested to be included in such offering, registration exceeds the number of Equity Securities securities which can reasonably be expected to be sold in an orderly manner in such offering without adversely affecting the success of the marketability, proposed offering (including the price, timing or method of distribution of the securities to be sold in such offering), then the Company shall include in such Piggyback Registration registration only that number of securities which in the opinion of the underwriters can be sold in an orderly manner in such offering without adversely affecting the marketability of the offering at such price and with such timing or Piggyback Shelf Takedownmethod of distribution, with priority for inclusion to be determined as follows: (i) first, the Equity Securities that the Person demanding the offering pursuant securities requested to such contractual right proposes to sell be included in such offering; registration by the holders requesting such registration and (ii) second, any Equity Securities proposed to be sold for the account of the Company in such offering, any Registrable Securities requested to be included in such offering by a Holder and any Equity Securities proposed to be included in such offering by any other Person to whom the Company has a contractual obligation to facilitate such offeringregistration, allocated, which in the case opinion of this clause (ii)the underwriters can be sold in an orderly manner without such adverse effect, pro rata among the Company, holders of such Holders and such Persons securities on the basis of the number of Equity Securities initially proposed such securities owned by each such holder, and (ii) second, any other securities requested to be included by the Company, each such Holder and each such other Person in such offeringregistration, up to which in the opinion of the underwriters can be sold in an orderly manner without such adverse effect, pro rata among the respective holders thereof on the basis of the number of Equity Securitiessecurities owned by each such holder; provided, if anyhowever, that in no event may less than 25% of the managing underwriters determine can total number of shares of Common Stock to be included in such underwriting be made available for Registrable Securities unless the offering without reasonably being expected to managing underwriter in good faith shall advise the Company that such level of participation in its opinion would adversely affect the success of offering price or its ability to complete the offering (including and shall specify the pricenumber of Registrable Securities which, timing or distribution of the securities to in its opinion, may be offered included in such offering)registration and underwriting without such effect.

Priority on Secondary Piggyback Registrations. If a Piggyback Registration or a Piggyback Shelf Takedown is initiated as an underwritten offering on behalf of a holder of Equity Securities to whom the Company Parent has a contractual obligation to facilitate such offering, other than a Holders of Registrable Securities, and the managing underwriters of the offering advise the Company Parent in writing that, in their opinion, the number of Equity Securities proposed to be included in such offering, including all Registrable Securities and all other Equity Securities requested to be included in such offering, exceeds the number of Equity Securities which can reasonably be expected to be sold in such offering without adversely affecting the success of the offering (including the price, timing or distribution of the securities to be sold in such offering), the Company Parent shall include in such Piggyback Registration or Piggyback Shelf Takedown: (i) first, the Equity Securities that the Person demanding the offering pursuant to such contractual right proposes to sell in such offering; and (ii) second, any Registrable Securities requested to be included therein by any Holders, allocated, in the case of this clause (ii), pro rata among such Holders on the basis of the number of Registrable Securities initially proposed to be included by each such Holder in such offering, up to the number of Registrable Securities, if any, that the managing underwriters determine can be included in the offering without reasonably being expected to adversely affect the success of the offering (including the price, timing or distribution of the securities to be offered in such offering); and (iii) third, any Equity Securities proposed to be sold for the account of the Company in such offering, any Registrable Securities requested to be included Parent in such offering by a Holder and any Equity Securities proposed to be included in such offering by any other Person to whom the Company Parent has a contractual obligation to facilitate such offering, allocated, in the case of this clause (iiiii), pro rata among the Company, such Holders Parent and such Persons on the basis of the number of Equity Securities initially proposed to be included by the Company, each such Holder Parent and each such other Person in such offering, up to the number of Equity Securities, if any, that the managing underwriters determine can be included in the offering without reasonably being expected to adversely affect the success of the offering (including the price, timing or distribution of the securities to be offered in such offering).

Priority on Secondary Piggyback Registrations. If a Piggyback Registration or a Piggyback Shelf Takedown is initiated as an underwritten offering on behalf of a holder of Equity Securities to whom the Company Parent has a contractual obligation to facilitate such offering, other than a Holders of Registrable Securities, and the managing underwriters of the offering advise the Company Parent in writing that, in their opinion, the number of Equity Securities proposed to be included in such offering, including all Registrable Securities and all other Equity Securities requested to be included in such offering, exceeds the number of Equity Securities which can reasonably be expected to be sold in such offering without adversely affecting the success of the offering (including the price, timing or distribution of the securities to be sold in such offering), the Company Parent shall include in such Piggyback Registration or Piggyback Shelf Takedown: (i) first, the Equity Securities that the Person demanding the offering pursuant to such contractual right proposes to sell in such offering; and offering; (ii) second, any Registrable Securities requested to be included therein by any Holders, allocated, in the case of this clause (ii), pro rata among such Holders on the basis of the number of Registrable Securities initially proposed to be included by each such Holder in such offering, up to the number of Registrable Securities, if any, that the managing underwriters determine can be included in the offering without reasonably being expected to adversely affect the success of the offering (including the price, timing or distribution of the securities to be offered in such offering); and (iii) third, any Equity Securities proposed to be sold for the account of the Company in such offering, any Registrable Securities requested to be included Parent in such offering by a Holder and any Equity Securities proposed to be included in such offering by any other Person to whom the Company Parent has a contractual obligation to facilitate such offering, allocated, in the case of this clause (iiiii), pro rata among the Company, such Holders Parent and such Persons on the basis of the number of Equity Securities initially proposed to be included by the Company, each such Holder Parent and each such other Person in such offering, up to the number of Equity Securities, if any, that the managing underwriters determine can be included in the offering without reasonably being expected to adversely affect the success of the offering (including the price, timing or distribution of the securities to be offered in such offering).

Priority on Secondary Piggyback Registrations. If a Piggyback Registration or a Piggyback Shelf Takedown is initiated as an underwritten offering Underwritten Offering on behalf of a holder of Equity Securities to whom the Company has a contractual obligation to facilitate such offering, other than a Holders of Registrable SecuritiesSecurities exercising rights pursuant to Section 5, for which the specified priorities are in Section 6, and the managing underwriters of the offering advise the Company in writing that, in their opinion, the number of Equity Securities proposed to be included in such offering, including all Registrable Securities and all other Equity Securities requested to be included in such offering, exceeds the number of Equity Securities which can reasonably be expected to be sold in such offering without adversely affecting the success of the offering (including the price, timing or distribution of the securities to be sold in such offering), the Company shall include in such Piggyback Registration or Piggyback Shelf Takedown: (i) first, the Equity Securities that the Person demanding the offering pursuant to such contractual right proposes to sell in such offering; and (ii) second, any Equity Securities proposed to be sold for the account of the Company in such offering, any Registrable Securities requested to be included in such offering by a Holder and the Holders or any Equity Securities proposed to be included in such offering by the Company or any other Person to whom the Company has a contractual obligation to facilitate such offering, allocated, in the case of this clause (ii), pro rata among the Company, such Holders and such Persons on the basis of the number of Equity Securities initially proposed to be included by the Company, each such Holder and each such other or Person in such offering, up to the number of Equity Securities, if any, that the managing underwriters determine can be included in the offering without reasonably being expected to adversely affect the success of the offering (including the price, timing or distribution of the securities to be offered in such offering).

Priority on Secondary Piggyback Registrations. If a Piggyback Registration or a Piggyback Shelf Takedown is initiated as an underwritten offering on behalf of a holder of Equity Securities to whom the Company has a contractual obligation to facilitate such offering, other than a Holders of Registrable Securitiesthe Stockholders, and the managing underwriters of the offering advise the Company in writing that, in their opinion, the number of Equity Securities proposed to be included in such offering, including all Registrable Securities and all other Equity Securities requested to be included in such offering, exceeds the number of Equity Securities which can reasonably be expected to be sold in such offering without adversely affecting the success of the offering (including the price, timing or distribution of the securities to be sold in such offering), the Company shall include in such Piggyback Registration or Piggyback Shelf Takedown: (i) first, the Equity Securities that the Person demanding the offering pursuant to such contractual right proposes to sell in such offering; and (ii) second, any Registrable Securities requested to be included therein by any S▇▇▇▇ Family Stockholders, allocated, in the case of this clause (ii), pro rata among such S▇▇▇▇ Family Stockholders on the basis of the number of Registrable Securities initially proposed to be included by each such S▇▇▇▇ Family Stockholder in such offering, up to the number of Registrable Securities, if any, that the managing underwriters determine can be included in the offering without reasonably being expected to adversely affect the success of the offering (including the price, timing or distribution of the securities to be offered in such offering); and (iii) third, any Equity Securities proposed to be sold for the account of the Company in such offering, any Registrable Securities requested to be included in such offering by a Holder and any Equity Securities proposed to be included in such offering by any other Person to whom the Company has a contractual obligation to facilitate such offering, allocated, in the case of this clause (iiiii), pro rata among the Company, such Holders Company and such Persons on the basis of the number of Equity Securities initially proposed to be included by the Company, each such Holder Company and each such other Person in such offering, up to the number of Equity Securities, if any, that the managing underwriters determine can be included in the offering without reasonably being expected to adversely affect the success of the offering (including the price, timing or distribution of the securities to be offered in such offering).

Priority on Secondary Piggyback Registrations. If a Piggyback Registration or a Piggyback Shelf Takedown is initiated as an underwritten offering on behalf of a holder of Equity Securities to whom the Company has a contractual obligation to facilitate such offering, other than a Holders of Registrable Securities, and the managing underwriters of the offering advise the Company in writing that, in their opinion, the number of Equity Securities proposed to be included in such offering, including all Registrable Securities and all other Equity Securities requested to be included in such offering, exceeds the number of Equity Securities which can reasonably be expected to be sold in such offering without adversely affecting the success of the offering (including the price, timing or distribution of the securities to be sold in such offering), the Company shall include in such Piggyback Registration or Piggyback Shelf Takedown: (i) first, the Equity Securities that the Person demanding the offering pursuant to such contractual right proposes to sell in such offering; and (ii) second, any Equity Securities proposed to be sold for the account of the Company in such offering, any Registrable Securities requested to be included in such offering by a Holder and any Equity Securities proposed to be included in such offering by any other Person to whom the Company has a contractual obligation to facilitate such offering, allocated, in the case of this clause (ii), pro rata among the Company, such Holders and such Persons on the basis of the number of Equity Securities initially proposed to be included by the Company, each such Holder and each such other Person in such offering, up to the number of Equity Securities, if any, that the managing underwriters determine can be included in the offering without reasonably being expected to adversely affect the success of the offering (including the price, timing or distribution of the securities to be offered in such offering).

Priority on Secondary Piggyback Registrations. If a Piggyback Registration or a Piggyback Shelf Takedown is initiated as an underwritten offering on behalf of a holder of Equity Securities to whom the Company has a contractual obligation to facilitate such offering, other than a Holders of Registrable SecuritiesSecurities exercising rights pursuant to Section 2, for which the specified priorities are in Section 3, and the managing underwriters of the offering advise the Company in writing that, in their opinion, the number of Equity Securities proposed to be included in such the offering, including all Registrable Securities and all other Equity Securities requested to be included in such the offering, exceeds the number of Equity Securities which can reasonably be expected to be sold in such the offering without adversely affecting the success of the offering (including the price, timing or distribution of the securities to be sold in such the offering), the Company shall include in such Piggyback Registration or Piggyback Shelf Takedown: (i) first, the Equity Securities that the Person demanding the offering pursuant to such contractual right proposes to sell in such the offering; and (ii) second, any Equity Securities proposed to be sold for the account of the Company in such offering, any Registrable Securities requested to be included in such the offering by a Holder and any Equity Securities proposed exercising their rights pursuant to be included in such offering by any other Person to whom the Company has a contractual obligation to facilitate such offeringthis Section 4, allocated, in the case of this clause (ii), pro rata among the Company, such those Holders and such Persons on the basis of the number of Equity Securities initially proposed to be included by each of those Holders in the Company, each such Holder and each such other Person in such offering, up to the number of Equity Securities, if any, that the managing underwriters determine can be included in the offering without reasonably being expected to adversely affect the success of the offering (including the price, timing or distribution of the securities to be offered in the offering); and (iii) third, any Equity Securities proposed to be included in the offering by any other Person to whom the Company has a contractual obligation to facilitate such offering).

Priority on Secondary Piggyback Registrations. If a Piggyback Registration or a Piggyback Shelf Takedown is initiated as an underwritten offering on behalf of a holder of Equity Securities to whom the Company has a contractual obligation to facilitate such offering, other than a Holders Holder of Registrable Securities, and the managing underwriters of the offering advise the Company in writing that, in their opinion, the number of Equity Securities proposed to be included in such offering, including all Registrable Securities and all other Equity Securities requested to be included in such offering, exceeds the number of Equity Securities which that can reasonably be expected to be sold in such offering without adversely affecting the success of the offering (including being likely to have a significant adverse effect on the price, timing or distribution of the securities to be sold in such offering)offered or the market for the securities offered, the Company shall include in such Piggyback Registration or Piggyback Shelf Takedown: (i) first, the Equity Securities that the Person demanding the offering pursuant to such contractual right proposes to sell in such offering; and (ii) second, any Equity Securities proposed to be sold for the account of the Company in such offering, any Registrable Securities requested to be included in such offering by a Holder and any Equity Securities proposed to be included in such offering by any other Person to whom the Company has a contractual obligation to facilitate such offering, allocated, in the case of this clause (ii), pro rata among the Company, such Holders and such Persons on the basis of the number of Equity Securities initially proposed to be included by the Company, each such Holder and each such other Person in such offering, up to the number of Equity Securities, if any, that the managing underwriters determine can be included in the offering without reasonably being expected to adversely affect the success of the offering (including the price, timing or distribution of the securities to be offered in such offering).

Priority on Secondary Piggyback Registrations. If a Piggyback Registration or a Piggyback Shelf Takedown is initiated as an underwritten offering secondary registration on behalf of a holder holders of Equity Securities to whom the Company has a contractual obligation to facilitate such offering, Company’s securities (other than a Holders holders of Registrable Securities, ) and the managing underwriters of the offering advise the Company in writing that, that in their opinion, opinion the number of Equity Securities proposed to be included in such offering, including all Registrable Securities and all other Equity Securities securities requested to be included in such offering, registration exceeds the number of Equity Securities securities that can be sold within a price range acceptable to the holders of the Company’s securities initially requesting such registration, then the Company shall include in such registration only that number of securities which in the opinion of such underwriters can reasonably be expected to be sold in such offering without adversely affecting the success marketability of the offering within such price range, with priority for inclusion to be determined as follows: (including i) With respect to any Piggyback Registration commenced prior to the priceEnd Date, timing or distribution (A) first, the securities requested to be include therein by the holders requesting such registration and the Registrable Securities requested to be include therein by the holders of WCP Registrable Securities and the Other Registrable Securities in amount up to 75% of the securities total Registrable Securities to be sold in the Demand Registration, which in the opinion of such offering)underwriters can be sold in an orderly manner without such adverse effect, pro rata among the respective holders thereof on the basis of the number of Registrable Securities owned by each such holder, (B) second, the Company shall include Registrable Securities (other than WCP Registrable Securities and Other Registrable Securities) requested to be included in such registration, which in the opinion of such underwriters can be sold in an orderly manner without such adverse effect, pro rata among the respective holders thereof on the basis of the number of Registrable Securities owned by each such holder, and (C) third, any other securities requested to be included in such registration, the inclusion of which the holders of 66 2/3% of the Sponsor Registrable Securities to be included in such registration have consented to in writing, which in the opinion of such underwriters can be sold in an orderly manner without such adverse effect, pro rata among the respective holders thereof on the basis of the number of such securities owned by each such holder. (ii) With respect to any Piggyback Registration or Piggyback Shelf Takedown: commenced after the End Date, (iA) first, the Equity Securities that the Person demanding the offering pursuant to such contractual right proposes to sell in such offering; and (ii) second, any Equity Securities proposed securities requested to be sold for include therein by the account of holders requesting such registration and the Company in such offering, any Registrable Securities requested to be included in such offering by a Holder and any Equity Securities proposed to be included in such offering by any other Person to whom the Company has a contractual obligation to facilitate such offeringregistration, allocated, which in the case opinion of this clause (ii)such underwriters can be sold in an orderly manner without such adverse effect, pro rata among the Company, such Holders and such Persons respective holders thereof on the basis of the number of Equity Registrable Securities initially proposed owned by each such holder, (B) second, the Registrable Securities requested to be included by the Company, each such Holder and each such other Person in such offeringregistration, up to which in the opinion of such underwriters can be sold in an orderly manner without such adverse effect, pro rata among the respective holders thereof on the basis of the number of Equity SecuritiesRegistrable Securities owned by each such holder, if anyand (C) third, that the managing underwriters determine can any other securities requested to be included in such registration, the offering without reasonably being expected to adversely affect inclusion of which the success holders of 66 2/3% of the offering (including Sponsor Registrable Securities to be included in such registration have consented to in writing, which in the priceopinion of such underwriters can be sold in an orderly manner without such adverse effect, timing or distribution pro rata among the respective holders thereof on the basis of the number of such securities to be offered in owned by each such offering)holder.

Priority on Secondary Piggyback Registrations. If a Piggyback Registration or a Piggyback Shelf Takedown is initiated as an underwritten offering secondary registration on behalf of a holder holders of Equity Securities to whom the Company has a contractual obligation to facilitate such offering, Company’s securities (other than a Holders holders of Registrable Securities, ) and the managing underwriters of the offering advise the Company in writing that, that in writing that in their opinion, opinion the number of Equity Securities proposed to be included in such offering, including all Registrable Securities and all other Equity Securities securities requested to be included in such offering, registration exceeds the number of Equity Securities securities that can be sold within a price range acceptable to the holders of the Company’s securities initially requesting such registration, then the Company shall include in such registration only that number of securities which in the opinion of such underwriters can reasonably be expected to be sold in such offering without adversely affecting the success marketability of the offering (including the pricewithin such price range, timing or distribution of the securities with priority for inclusion to be sold in such offering), the Company shall include in such Piggyback Registration or Piggyback Shelf Takedowndetermined as follows: (i) first, the Equity Securities that the Person demanding the offering pursuant to such contractual right proposes to sell in such offering; and (ii) second, any Equity Securities proposed securities requested to be sold for include therein by the account of holders requesting such registration and the Company in such offering, any Registrable Securities requested to be included in such offering by a Holder and any Equity Securities proposed to be included in such offering by any other Person to whom the Company has a contractual obligation to facilitate such offeringregistration, allocated, which in the case opinion of this clause (ii)such underwriters can be sold in an orderly manner without such adverse effect, pro rata among the Company, such Holders and such Persons respective holders thereof on the basis of the number of Equity Registrable Securities initially proposed owned by each such holder, and (ii) second, any other securities requested to be included by the Company, each such Holder and each such other Person in such offeringregistration, up the inclusion of which the holders of a majority of the WCP Registrable Securities to be included in such registration have consented to in writing, which in the opinion of such underwriters can be sold in an orderly manner without such adverse effect, pro rata among the respective holders thereof on the basis of the number of Equity Securities, if any, that the managing underwriters determine can be included in the offering without reasonably being expected to adversely affect the success of the offering (including the price, timing or distribution of the such securities to be offered in owned by each such offering)holder.

Priority on Secondary Piggyback Registrations. If a Piggyback Registration or a Piggyback Shelf Takedown is initiated as an underwritten offering on behalf of a holder of Equity Securities shares of Common Stock to whom the Company has a contractual obligation to facilitate such offering, other than a Holders of Registrable Securities, and the managing underwriters of the offering advise the Company in writing that, in their opinion, the number of Equity Securities shares of Common Stock proposed to be included in such offering, including all Registrable Securities and all other Equity Securities shares of Common Stock requested to be included in such offering, exceeds the number of Equity Securities shares of Common Stock which can reasonably be expected to be sold in such offering without adversely affecting the success of the offering (including the price, timing or distribution of the securities to be sold in such offering), the Company shall include in such Piggyback Registration or Piggyback Shelf Takedown: (i) first, the Equity Securities shares of Common Stock that the Person demanding the offering pursuant to such contractual right proposes to sell in such offering; offering and (ii) second, any Equity Securities shares of Common Stock proposed to be sold for the account of the Company in such offering, any Registrable Securities requested to be included in such offering by a Holder and any Equity Securities shares of Common Stock proposed to be included in such offering by any other Person to whom the Company has a contractual obligation to facilitate such offering, allocated, in the case of this clause (ii), pro rata among the Company, such Holders and such Persons on the basis of the number of Equity Securities shares of Common Stock initially proposed to be included by the Company, each such Holder and each such other Person in such offering, up to the number of Equity Securitiesshares of Common Stock, if any, that the managing underwriters determine can be included in the offering without reasonably being expected to adversely affect the success of the offering (including the price, timing or distribution of the securities to be offered in such offering).

Priority on Secondary Piggyback Registrations. If a Piggyback Registration or a Piggyback Shelf Takedown is initiated as an underwritten offering Underwritten Offering on behalf of a holder of Equity Securities Common Stock to whom the Company has a contractual obligation to facilitate such offering, other than a Holders of Registrable Securities, and the managing underwriters of the offering advise the Company in writing that, in their opinion, the number of Equity Securities shares of Common Stock proposed to be included in such offering, including all Registrable Securities and all other Equity Securities Common Stock requested to be included in such offering, exceeds the number of Equity Securities shares of Common Stock which can reasonably be expected to be sold in such offering without adversely affecting the success of the offering (including the price, timing or distribution of the securities to be sold in such offering), the Company shall include in such Piggyback Registration or Piggyback Shelf Takedown: (i) first, the Equity Securities Common Stock that the Person demanding the offering pursuant to such contractual right proposes to sell in such offering; and (ii) second, any Equity Securities Common Stock proposed to be sold for the account of the Company in such offering, any Registrable Securities requested to be included in such offering by a Holder and any Equity Securities Common Stock proposed to be included in such offering by any other Person to whom the Company has a contractual obligation to facilitate such offering, allocated, in the case of this clause (ii), pro rata among the Company, such Holders and such Persons on the basis of the number of Equity Securities shares of Common Stock initially proposed to be included by the Company, each such Holder and each such other Person in such offering, up to the number of Equity Securitiesshares of Common Stock, if any, that the managing underwriters determine can be included in the offering without reasonably being expected to adversely affect the success of the offering (including the price, timing or distribution of the securities to be offered in such offering).

Priority on Secondary Piggyback Registrations. If a the Company proposes to register or sell Shares for any holders of Shares pursuant to any Piggyback Registration (other than pursuant to a Demand Request) or a any Piggyback Shelf Takedown is initiated as an underwritten offering on behalf of a holder of Equity Securities to whom the Company has a contractual obligation to facilitate such offering, (other than a Holders of Registrable Securities, Holder Shelf Takedown) and the managing underwriters of the offering therefor advise the Company in writing that, in their opinion, the number of Equity Securities Shares proposed to be included in such offeringthe Underwritten Offering, including all Registrable Securities and all other Equity Securities requested Shares proposed to be included in such offeringUnderwritten Offering, exceeds the number of Equity Shares that can be sold in such underwritten offering without materially delaying or materially jeopardizing the success of such offering and/or the number of Shares proposed to be included in such offering would adversely affect the price per share of the Registrable Securities which can reasonably be expected proposed to be sold in such offering without adversely affecting the success of the offering (including the price, timing or distribution of the securities to be sold in such offering)Underwritten Offering, the Company shall include in such Piggyback Registration or Piggyback Shelf Takedownoffering the number of shares determined to be advisable by the managing underwriter in the following priority: (i) first, the Equity number of Shares requested to be included therein by the holders who have the right to request such inclusion, including the Holders (if any Holder has requested to include Registrable Securities that the Person demanding the offering pursuant to such contractual right proposes to sell in such offering; ), pro rata among such holders on the basis of the number of Shares requested to be included therein by such holders or as such holders and the Company may otherwise agree and (ii) second, any Equity Securities proposed to be sold for the account of Shares that the Company in such offering, any Registrable Securities requested proposes to be included in such offering by a Holder and any Equity Securities proposed to be included in such offering by any other Person to whom the Company has a contractual obligation to facilitate such offering, allocated, in the case of this clause (ii), pro rata among the Company, such Holders and such Persons on the basis of the number of Equity Securities initially proposed to be included by the Company, each such Holder and each such other Person in such offering, up to the number of Equity Securities, if any, that the managing underwriters determine can be included in the offering without reasonably being expected to adversely affect the success of the offering (including the price, timing or distribution of the securities to be offered in such offering)issue for its own account.

Priority on Secondary Piggyback Registrations. If Subject to Section 3(f) below, if a Piggyback Registration or a Piggyback Shelf Takedown is initiated as an underwritten offering secondary registration on behalf of a holder holders of Equity Securities to whom the Company has a contractual obligation to facilitate such offering, other than a Holders of Registrable SecuritiesTimber Holding Co.’s securities, and the managing underwriters of the offering advise the Company Timber Holding Co. in writing that, that in their opinion, opinion the number of Equity Securities proposed to be included in such offering, including all Registrable Securities and all other Equity Securities securities requested to be included in such offering, registration exceeds the number of Equity Securities which can reasonably be expected sold in an orderly manner in such offering within a price range acceptable to the holders initially requesting such registration, Timber Holding Co. will include in such registration: in the case of a registration with respect to which Timber Holding Co. has provided notice under Section 3(a) above, only the number of securities (including Registrable Securities) which can be sold in such offering without adversely affecting manner and within such price range in the success following order of the offering (including the price, timing or distribution of the securities to be sold in such offering), the Company shall include in such Piggyback Registration or Piggyback Shelf Takedown: priority: (i) first, the Equity Securities that the Person demanding the offering pursuant to such contractual right proposes to sell in such offering; and (ii) second, any Equity Securities proposed to be sold for the account of the Company in such offering, any Registrable Securities securities requested to be included in therein by the holders requesting such offering by a Holder and any Equity Securities proposed registration, the Boise Sub Registrable Securities, if any, requested to be included in such offering by any other Person therein, and the FPH Registrable Securities, if any, requested to whom the Company has a contractual obligation to facilitate such offeringbe included therein, allocated, in the case of this clause (ii), pro pro-rata among the Company, holders of such Holders and such Persons securities (including Registrable Securities) on the basis of the number of Equity Securities initially proposed shares requested to be included by the Company, each such Holder and each such other Person in such offeringholder; (ii) second, up to the number of Equity Transferee Registrable Securities, if any, that requested to be included therein, pro-rata among the managing underwriters determine can holders of such Transferee Registrable Securities on the basis of the number of shares requested to be included by each such holder; and (iii) third, any other securities requested to be included in the offering without reasonably being expected to adversely affect the success of the offering (including the price, timing or distribution of the securities to be offered in such offering)registration.