Common use of Inclusion of Other Securities; Priority Clause in Contracts

Inclusion of Other Securities; Priority. The Company shall not include in any Demand Registration or Shelf Take-Down any securities that are not Registrable Securities without the prior written consent of the Investors participating in such Demand Registration or Shelf Take-Down (such consent not to be unreasonably withheld, conditioned or delayed). If a Demand Registration or Shelf Take-Down involves an underwritten offering and the managing underwriters of such offering advise the Company and the Investors in writing that, in their opinion, the number of Equity Securities proposed to be included in such Demand Registration or Underwritten Shelf Take-Down, including all Registrable Securities and all other Equity Securities proposed to be included in such offering, exceeds the number of Equity Securities that 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 Demand Registration or Underwritten Shelf Take-Down: (i) first, the Registrable Securities proposed to be sold by Investors in such offering; and (ii) second, any Equity Securities proposed to be included therein by any other Persons (including Equity Securities to be sold for the account of the Company and/or any other holders of Equity Securities), allocated, in the case of this clause (ii), among such Persons in such manner as the Company may determine. If more than one Investor is participating in such Demand Registration or Underwritten Shelf Take-Down and the managing underwriters of such offering determine that a limited number of Registrable Securities may be included in such offering without reasonably being expected to adversely affect the success of the offering (including the price, timing or distribution of the securities to be sold in such offering), then the Registrable Securities that are included in such offering shall be allocated pro rata among the participating Investors on the basis of the number of Registrable Securities initially requested to be sold by each such Investor in such offering.

Inclusion of Other Securities; Priority. The Company shall not include in any Demand Registration or Shelf Take-Down any securities that are not Registrable Securities without the prior written consent of the Investors participating in such Demand Registration or Shelf Take-Down (such consent not to be unreasonably withheld, conditioned or delayed). If a Demand Registration or Shelf Take-Down involves an underwritten offering and the managing underwriters of such offering advise the Company and the Investors in writing that, in their opinion, the number of Equity Securities proposed to be included in such Demand Registration or Underwritten Shelf Take-Down, including all Registrable Securities and all other Equity Securities proposed to be included in such offering, exceeds the number of Equity Securities that 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 Demand Registration or Underwritten Shelf Take-Down: (i) first, the Registrable Securities proposed to be sold by Investors (and, if applicable, Other Stockholders) in such offering; and (ii) second, any Equity Securities proposed to be included therein by any other Persons (including Equity Securities to be sold for the account of the Company and/or any other holders of Equity Securities), allocated, in the case of this clause (ii), among such Persons in such manner as the Company may determine. If more than one Investor (and, if applicable, Other Stockholders) is participating in such Demand Registration or Underwritten Shelf Take-Down and the managing underwriters of such offering determine that a limited number of Registrable Securities may be included in such offering without reasonably being expected to adversely affect the success of the offering (including the price, timing or distribution of the securities to be sold in such offering), then the Registrable Securities that are included in such offering shall be allocated pro rata among the participating Investors (and, if applicable, Other Stockholders) on the basis of the number of Registrable Securities initially requested to be sold by each such Investor (and, if applicable, Other Stockholders) in such offering.

Inclusion of Other Securities; Priority. The Company shall not include in any Demand Registration or Shelf Take-Down Takedown any securities that are not Registrable Securities without the prior written consent of the Investors Stockholder(s) holding the Registrable Securities participating in such Demand Registration or Shelf Take-Down (such consent not to be unreasonably withheld, conditioned or delayed)Takedown. If a Demand Registration or Shelf Take-Down Takedown involves an underwritten offering and the managing underwriters of such offering advise the Company and the Investors Sxxxx Family Stockholders in writing that, in their opinion, the number of Equity Securities proposed to be included in such Demand Registration or Underwritten Shelf Take-DownTakedown, including all Registrable Securities and all other Equity Securities proposed to be included in such offering, exceeds the number of Equity Securities that 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 Demand Registration or Underwritten Shelf Take-DownTakedown: (i) first, the Registrable Securities proposed to be sold by Investors in such offering; the Initiating Holder and the Participating Holders pro rata based on the number of Registrable Securities proposed to be sold by the Initiating Holder and each Participating Holder, and (ii) second, any Equity Securities proposed to be included therein by any other Persons (including Equity Securities to be sold for the account of the Company and/or any other holders of Equity Securities), allocated, in the case of this clause (ii), among such Persons in such manner as the Company may determine. If more than one Investor Participating Holder is participating in such Demand Registration or Underwritten Shelf Take-Down Takedown and the managing underwriters of such offering determine that a limited number of Registrable Securities may be included in such offering without reasonably being expected to adversely affect the success of the offering (including the price, timing or distribution of the securities to be sold in such offering), then the Registrable Securities that are included in such offering shall be allocated pro rata among the participating Investors Participating Holders on the basis of the number of Registrable Securities initially requested to be sold by each such Investor Participating Holder in such offering.

Inclusion of Other Securities; Priority. The Company shall not include in any Demand Registration or Shelf Take-Down Takedown any securities that are not Registrable Securities without the prior written consent of the Investors Holder(s) of the Registrable Securities participating in such Demand Registration or Shelf Take-Down Takedown (such consent not to be unreasonably withheld, conditioned or delayed). If a Demand Registration or Shelf Take-Down Takedown involves an underwritten offering and the managing underwriters of such offering advise the Company and the Investors Holders in writing that, in their opinion, the number of Equity Securities proposed to be included in such Demand Registration or Underwritten Shelf Take-DownTakedown, including all Registrable Securities and all other Equity Securities proposed to be included in such offering, exceeds the number of Equity Securities that 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 Demand Registration or Underwritten Shelf Take-DownTakedown: (i) first, the Registrable Securities proposed to be sold by Investors Holders in such offering; and (ii) second, any Equity Securities proposed to be included therein by any other Persons (including Equity Securities to be sold for the account of the Company and/or any other holders of Equity Securities), allocated, in the case of this clause (ii), among such Persons in such manner as the Company may determine. If more than one Investor Holder is participating in such Demand Registration or Underwritten Shelf Take-Down Takedown and the managing underwriters of such offering determine that a limited number of Registrable Securities may be included in such offering without reasonably being expected to adversely affect the success of the offering (including the price, timing or distribution of the securities to be sold in such offering), then the Registrable Securities that are included in such offering shall be allocated pro rata among the participating Investors Holders on the basis of the number of Registrable Securities initially requested to be sold by each such Investor Holder in such offering.

Inclusion of Other Securities; Priority. The Company shall not include in any Demand Registration or Shelf Take-Down any securities that are not Registrable Securities without the prior written consent of the Investors participating in such Demand Registration or Shelf Take-Down (such consent not to be unreasonably withheld, conditioned or delayed). If a Demand Registration or Shelf Take-Down involves an underwritten offering and the managing underwriters of such offering advise the Company and the Investors in writing that, in their opinion, the number of Equity Securities proposed to be included in such Demand Registration or Underwritten Shelf Take-Down, including all Registrable Securities and all other Equity Securities proposed to be included in such offering, exceeds the number of Equity Securities that 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 Demand Registration or Underwritten Shelf Take-Down: (i) first, the Registrable Securities proposed to be sold by Investors (and, if applicable, Other Stockholders) in such offering; and (ii) second, any Equity Securities proposed to be included therein by any other Persons (including Equity Securities to be sold for the account of the Company and/or any other holders of Equity Securities), allocated, in the case of this clause (ii), among such Persons in such manner as the Company may determine. If more than one Investor (and, if applicable, Other Stockholder) is participating in such Demand Registration or Underwritten Shelf Take-Down and the managing underwriters of such offering determine that a limited number of Registrable Securities may be included in such offering without reasonably being expected to adversely affect the success of the offering (including the price, timing or distribution of the securities to be sold in such offering), then the Registrable Securities that are included in such offering shall be allocated pro rata among the participating Investors (and, if applicable, Other Stockholders) on the basis of the number of Registrable Securities initially requested to be sold by each such Investor (and, if applicable, Other Stockholders) in such offeringoffering or as otherwise mutually agreed by such Investors.

Inclusion of Other Securities; Priority. The Company Parent shall not include in any Demand Registration or Shelf Take-Down Takedown any securities that are not Registrable Securities without the prior written consent of the Investors Holder(s) of the Registrable Securities participating in such Demand Registration or Shelf Take-Down (such consent not to be unreasonably withheld, conditioned or delayed)Takedown. If a Demand Registration or Shelf Take-Down Takedown involves an underwritten offering and the managing underwriters of such offering advise the Company Parent and the Investors Holders in writing that, in their opinion, the number of Equity Securities proposed to be included in such Demand Registration or Underwritten Shelf Take-DownTakedown, including all Registrable Securities and all other Equity Securities proposed to be included in such offering, exceeds the number of Equity Securities that 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 Demand Registration or Underwritten Shelf Take-DownTakedown: (i) first, the Registrable Securities proposed to be sold by Investors in such offeringthe Initiating Holder; and (ii) second, the Registrable Securities proposed to be sold by the Participating Holders; and (iii) third, any Equity Securities proposed to be included therein by any other Persons (including Equity Securities to be sold for the account of the Company Parent and/or any other holders of Equity Securities), allocated, in the case of this clause (iiiii), among such Persons in such manner as the Company Parent may determine. If more than one Investor Participating Holder is participating in such Demand Registration or Underwritten Shelf Take-Down Takedown and the managing underwriters of such offering determine that a limited number of Registrable Securities may be included in such offering without reasonably being expected to adversely affect the success of the offering (including the price, timing or distribution of the securities to be sold in such offering), then the Registrable Securities that are included in such offering shall be allocated pro rata among the participating Investors Participating Holders on the basis of the number of Registrable Securities initially requested to be sold by each such Investor Participating Holder in such offering.

Inclusion of Other Securities; Priority. The Company Parent shall not include in any Demand Registration or Shelf Take-Down Takedown any securities that are not Registrable Securities without the prior written consent of the Investors Holder(s) of the Registrable Securities participating in such Demand Registration or Shelf Take-Down (such consent not to be unreasonably withheld, conditioned or delayed)Takedown. If a Demand Registration or Shelf Take-Down Takedown involves an underwritten offering and the managing underwriters of such offering advise the Company Parent and the Investors Holders in writing that, in their opinion, the number of Equity Securities proposed to be included in such Demand Registration or Underwritten Shelf Take-DownTakedown, including all Registrable Securities and all other Equity Securities proposed to be included in such offering, exceeds the number of Equity Securities that 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 Demand Registration or Underwritten Shelf Take-DownTakedown: (i) first, the Registrable Securities proposed to be sold by Investors in such offering; the Initiating Holder and the Participating Holders pro rata based on the number of Registrable Securities proposed to be sold by the Initiating Holding and each Participating Holder, and (ii) second, any Equity Securities proposed to be included therein by any other Persons (including Equity Securities to be sold for the account of the Company Parent and/or any other holders of Equity Securities), allocated, in the case of this clause (ii), among such Persons in such manner as the Company Parent may determine. If more than one Investor Participating Holder is participating in such Demand Registration or Underwritten Shelf Take-Down Takedown and the managing underwriters of such offering determine that a limited number of Registrable Securities may be included in such offering without reasonably being expected to adversely affect the success of the offering (including the price, timing or distribution of the securities to be sold in such offering), then the Registrable Securities that are included in such offering shall be allocated pro rata among the participating Investors Participating Holders on the basis of the number of Registrable Securities initially requested to be sold by each such Investor Participating Holder in such offering.

Inclusion of Other Securities; Priority. The Company shall not include in any Demand Registration or Shelf Take-Down any securities that are not Registrable Securities without the prior written consent of the Investors Holder(s) (which consent may not be unreasonably withheld or delayed) of the Registrable Securities participating in such that Demand Registration or Shelf Take-Down (such consent not to be unreasonably withheld, conditioned or delayed)Registration. If a Demand Registration or Shelf Take-Down involves an underwritten offering and the managing underwriters of such offering advise the Company and the Investors Holders in writing that, in their opinion, the number of Equity Securities proposed to be included in such that Demand Registration or Underwritten Shelf Take-DownRegistration, including all Registrable Securities and all other Equity Securities proposed to be included in such offering, exceeds the number of Equity Securities that 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 Demand Registration or Underwritten Shelf Take-DownRegistration: (i) first, the Registrable Securities proposed to be sold by Investors Holders in such the offering; and (ii) second, to the extent additional Equity Securities may, in the opinion of the managing underwriters, 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 sold in the offering), any Equity Securities proposed to be included therein in such Demand Registration by any other Persons (including Equity Securities to be sold for the account of the Company and/or any other holders of Equity Securities), allocated, in the case of this clause (ii), among such Persons in such manner as the Company may determine. If more than one Investor Holder is participating in such Demand Registration or Underwritten Shelf Take-Down and the managing underwriters of such offering determine that a limited number of Registrable Securities held by the Holders may be included in such 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 sold in such the offering), then the Registrable Securities that are included in such offering shall be allocated pro rata among the participating Investors Holders on the basis of the number of Registrable Securities initially requested to be sold by each such Investor the Holder in such offering.

Inclusion of Other Securities; Priority. The Company shall not include in any Demand Registration or Shelf Take-Down any securities that are not Registrable Securities without the prior written consent of the Investors participating in such Demand Registration or Shelf Take-Down (such consent not to be unreasonably withheld, conditioned or delayed). If a Demand Registration or Shelf Take-Down Takedown involves an underwritten offering Underwritten Offering, and the managing underwriters of such offering advise the Company and the Investors Holders in writing that, in their opinion, the number of Equity Securities proposed to be included in such Demand Registration or Underwritten Shelf Take-DownTakedown, including all Registrable Securities and all other Equity Securities proposed to be included in such offering, exceeds the number of Equity Securities that 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 Demand Registration or Underwritten Shelf Take-DownTakedown: (i) first, the Registrable Securities proposed to be sold by Investors Holders in such offering; and (ii) second, any Equity Securities proposed to be included therein by any other Persons (including Equity Securities to be sold for the account of the Company and/or any other holders of Equity Securities), allocated, in the case of this clause (ii), among such Persons in such manner as the Company may determine. If more than one Investor Holder is participating in such Demand Registration or Underwritten Shelf Take-Down Takedown and the managing underwriters of such offering determine that only a limited number of Registrable Securities may be included in such offering without reasonably being expected to adversely affect the success of the offering (including the price, timing or distribution of the securities to be sold in such offering), then the Registrable Securities that are included in such offering shall be allocated pro rata among the participating Investors Holders on the basis of the number of Registrable Securities initially requested to be sold by each such Investor Holder in such offering.

Inclusion of Other Securities; Priority. The Company shall not include in any Demand Registration or Shelf Take-Down any securities that are not Registrable Securities without the prior written consent of the Investors Holder(s) (which consent may not be unreasonably withheld or delayed) of the Registrable Securities participating in such that Demand Registration or Shelf Take-Down (such consent not to be unreasonably withheld, conditioned or delayed)Registration. If a Demand Registration or Shelf Take-Down involves an underwritten offering and the managing underwriters of such offering advise the Company and the Investors Holders in writing that, in their opinion, the number of Equity Securities proposed to be included in such that Demand Registration or Underwritten Shelf Take-DownRegistration, including all Registrable Securities and all other Equity Securities proposed to be included in such offering, exceeds the number of Equity Securities that 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 Demand Registration or Underwritten Shelf Take-DownRegistration: (i) first, the Registrable Securities proposed to be sold by Investors Sponsor Holders in such the offering; and (ii) second, to the extent additional Equity Securities may, in the opinion of the managing underwriters, 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 sold in the offering), any Equity Securities proposed to be included therein in such Demand Registration by any other Persons (including Equity Securities to be sold for the account of the Company and/or any other holders of Equity Securities), allocated, in the case of this clause (ii), among such Persons in such manner as the Company may determine. If more than one Investor Sponsor Holder is participating in such Demand Registration or Underwritten Shelf Take-Down and the managing underwriters of such offering determine that a limited number of Registrable Securities held by the Sponsor Holders may be included in such 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 sold in such the offering), then the Registrable Securities that are included in such offering shall be allocated pro rata among the participating Investors Sponsor Holders on the basis of the number of Registrable Securities initially requested to be sold by each such Investor Sponsor Holder in such offering.

Inclusion of Other Securities; Priority. The Company shall not include in any Demand Registration or Shelf Take-Down any securities that which are not Registrable Securities without the prior written consent of the Investors Investor Holder(s) of the Registrable Securities participating in such Demand Registration or Shelf Take-Down (such consent not to be unreasonably withheld, conditioned or delayed). If a Demand Registration or Shelf Take-Down involves an underwritten offering and the managing underwriters of such offering advise the Company and the Investors Investor Holders in writing that, in their opinion, the number of Equity Securities shares of Class A Common Stock proposed to be included in such Demand Registration or Underwritten Shelf Take-DownRegistration, including all Registrable Securities and all other Equity Securities shares of Class A Common Stock proposed to be included in such offering, exceeds the number of Equity Securities that shares of Class A 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 Demand Registration or Underwritten Shelf Take-DownRegistration: (i) first, the Registrable Securities shares of Class A Common Stock proposed to be sold by Investors the Investor Holders of Registrable Securities in such offering; and (ii) second, any Equity Securities the shares of Class A Common Stock proposed to be included therein by any other Persons (including Equity Securities shares of Class A Common Stock to be sold for the account of the Company and/or any other holders of Equity SecuritiesClass A Common Stock), allocated, in the case of this clause (ii), allocated among such Persons in such manner as the Company may determine. If more than one Investor Holder is participating in such Demand Registration or Underwritten Shelf Take-Down and the managing underwriters of such offering determine that a limited number less than all of the Registrable Securities may proposed to be sold by the participating Investor Holders can be included in such offering without reasonably being expected to adversely affect the success of the offering (including the price, timing or distribution of the securities to be sold in such offering), then the Registrable Securities that are included in such offering shall be allocated pro rata among the participating Investors Investor Holders on the basis of the number of Registrable Securities initially requested to be sold by each such Investor in such offeringHolder.

Inclusion of Other Securities; Priority. The Company shall not be entitled to include in any Demand Registration or Shelf Take-Down any securities that are not Registrable Securities without the prior written consent of the Investors participating in such Demand Registration or Shelf Take-Down (such consent not Statement requested pursuant to this Section 2(a) Common Shares to be unreasonably withheld, conditioned sold by the Company for its own account or delayedfor the account of one or more holders of Common Shares other than the Searchlight Parties (“Requesting Demand Shareholders”). If a Demand Registration or Shelf Take-Down involves is an underwritten offering and the managing underwriters of such offering underwriter shall advise the Company and the Investors in writing that, in their its opinion, the number of Equity Securities proposed shares requested to be included in such Demand Registration or Underwritten Shelf Take-Downthe underwritten offering would adversely affect the pricing, including all Registrable Securities and all other Equity Securities proposed to be included in such offeringtiming, exceeds the number of Equity Securities that can reasonably be expected to be sold in such offering without adversely affecting the success of the offering (including the price, timing marketing or distribution of the securities Common Shares to be sold in such offering, then the number of shares to be included in such underwritten offering will be reduced (an “Underwriter Cutback”), with the Company shall include shares to be included in such Demand Registration or Underwritten Shelf Take-Downoffering based on the following priority: (i) first, the number of Registrable Securities proposed requested to be included by the Selling Searchlight Parties, on a pro rata basis (based on the number of Registrable Securities owned by each of the Selling Searchlight Parties), up to the number that, in the opinion of the managing underwriter, would not adversely affect the pricing, timing, marketing or distribution of the Common Shares to be sold by Investors in such the offering; and (ii) second, any Equity Securities proposed in addition to shares included pursuant to the preceding clause (i), the number of Common Shares requested to be included therein by any other Persons (including Equity Securities the Company up to the number that, in the opinion of the managing underwriter, would not adversely affect the pricing, timing, marketing or distribution of the Common Shares to be sold for in the account of the Company and/or any other holders of Equity Securities), allocatedoffering and (iii) third, in addition to shares included pursuant to the case of this clause preceding clauses (i) and (ii), among such Persons the number of Common Shares requested to be included by the Requesting Demand Shareholders, on a pro rata basis (based on the number of Common Shares owned by each of the Requesting Demand Shareholders), up to the number that, in such manner as the Company may determine. If more than one Investor is participating in such Demand Registration or Underwritten Shelf Take-Down and opinion of the managing underwriters of such offering determine that a limited number of Registrable Securities may be included in such offering without reasonably being expected to underwriter, would not adversely affect the success of the offering (including the pricepricing, timing timing, marketing or distribution of the securities Common Shares to be sold in such offering), then the Registrable Securities that are included in such offering shall be allocated pro rata among the participating Investors on the basis of the number of Registrable Securities initially requested to be sold by each such Investor in such offering.

Inclusion of Other Securities; Priority. The Company shall not include in any Demand Registration or Shelf Take-Down any securities that are not Registrable Securities without the prior written consent of the Investors participating in such Demand Registration or Shelf Take-Down (such consent not to be unreasonably withheld, conditioned or delayed). If a Demand Registration or Shelf Take-Down involves an underwritten offering and the managing underwriters of such offering advise the Company and the Investors in writing that, in their opinion, the number of Equity Securities proposed to be included in such Demand Registration or Underwritten Shelf Take-Down, including all Registrable Securities and all other Equity Securities proposed to be included in such offering, exceeds the number of Equity Securities that 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 Demand Registration or Underwritten Shelf Take-DownTake‑Down: (i) first, the Registrable Securities proposed to be sold by Investors in such offering; and (ii) second, any Equity Securities proposed to be included therein by any other Persons (including Equity Securities to be sold for the account of the Company and/or any other holders of Equity Securities), allocated, in the case of this clause (ii), among such Persons in such manner as the Company may determine. If more than one Investor is participating in such Demand Registration or Underwritten Shelf Take-Down and the managing underwriters of such offering determine that a limited number of Registrable Securities may be included in such offering without reasonably being expected to adversely affect the success of the offering (including the price, timing or distribution of the securities to be sold in such offering), then the Registrable Securities that are included in such offering shall be allocated pro rata among the participating Investors on the basis of the number of Registrable Securities initially requested to be sold by each such Investor in such offering.

Inclusion of Other Securities; Priority. The Company shall not may include in any offering pursuant to a Shelf Registration or Demand Registration other Equity Securities for sale for its own account or Shelf Take-Down any securities that are not Registrable Securities without for the prior written consent account of another Person (the Investors participating in such Demand Registration or Shelf Take-Down (such consent not “Other Securities”), subject to be unreasonably withheld, conditioned or delayed)the following sentence. If a Demand Registration or Shelf Take-Down involves an underwritten offering and the managing underwriters of such an underwritten offering advise the Company and the Investors Initiating Holders in writing that, in their opinion, the number of Equity Securities proposed to be included in such Demand Registration or Underwritten Shelf Take-Downunderwritten offering, including all Registrable Securities and all other Equity Other Securities proposed to be included in such offering, exceeds the number of Equity Securities securities 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 offered or the market for the securities offered and such offering is acceptable to (a) the Non-Platinum Holders of a majority of the Registrable Securities requested to be sold included in such offering, if the Initiating Holders are Non-Platinum Holders, and (b) Platinum, if the Initiating Holder is Platinum (each an “Orderly Sale”, as applicable), the Company shall include in such Demand Registration or Underwritten Shelf Take-Downunderwritten offering: (ix) if the Initiating Holders are Non-Platinum Holders (1) first, the Registrable Securities proposed requested to be sold by Investors in such offering; and (ii) second, any Equity Securities proposed to be included therein by any other Persons (including Equity Securities to be sold for the account of the Company and/or any other holders of Equity Securities), allocated, in the case of this clause (ii), among such Persons in such manner as the Company may determine. If more than one Investor is participating in such Demand Registration or Underwritten Shelf Take-Down and the managing underwriters of such offering determine that a limited number of Registrable Securities may be included in such underwritten offering without reasonably being expected to adversely affect by the success of the offering (including the priceNon-Platinum Holder(s), timing or distribution of the securities to which can be sold in such offering)an Orderly Sale, then the Registrable Securities that are included in such offering shall be allocated pro rata among the participating Investors such Holders on the basis of the number of Registrable Securities initially requested to be sold included therein by each such Investor Non-Platinum Holder, (2) second, the Registrable Securities requested to be included in such offeringunderwritten offering by Platinum, and (3) third, Other Securities requested to be included in such underwritten offering to the extent permitted hereunder allocated among the Company and the respective holders of such Other Securities, as applicable, as determined by the Company and such holders, and (y) if the Initiating Holder is Platinum, (1) first, the Registrable Securities requested to be included in such underwritten offering by Platinum, which can be sold in an Orderly Sale, (2) second, the Registrable Securities requested to be included in such underwritten offering by the Non-Platinum Holder(s), which can be sold in an Orderly Sale, pro rata among such Non-Platinum Holders on the basis of the number of Registrable Securities requested to be included therein by each such Non-Platinum Holder, and (3) third, Other Securities requested to be included in such underwritten offering to the extent permitted hereunder allocated among the Company and the respective holders of such Other Securities, as applicable, as determined by the Company and such holders.

Inclusion of Other Securities; Priority. The Company shall not be entitled to include in any Registration Statement requested pursuant to this Section 2(a) shares of Common Stock to be sold by the Company for its own account. Each Other Investor, subject to the prior consent of Purchaser, shall be permitted to include shares of Series C Stock in any Demand Registration or Shelf Take-Down (any securities that are not Registrable Securities without the prior written consent of the Investors participating in such Demand Registration or Shelf Take-Down (such consent not to be unreasonably withheldOther Investor, conditioned or delayeda “Participating Holder”). If a Demand Registration or Shelf Take-Down involves is an underwritten offering, then the Company and each Participating Holder whose shares are included in the Registration Statement must sell such shares in such underwritten offering, and each Participating Holder must agree to sell its shares pursuant to an underwriting agreement on the same terms and conditions as Purchaser. In the event the managing underwriter shall be of the opinion that the number of shares requested to be included in an underwritten offering and would adversely affect the managing underwriters marketing of such offering advise (including the Company and the Investors in writing thatprice at which shares may be sold), in their opinion, then the number of Equity Securities proposed shares to be included in such Demand Registration or Underwritten Shelf Take-Downunderwritten offering will be reduced (an “Underwriter Cutback”), including all Registrable Securities and all other Equity Securities proposed with the shares to be included in such offering, exceeds offering based on the number of Equity Securities that 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 Demand Registration or Underwritten Shelf Take-Downfollowing priority: (i) first, the Registrable Securities proposed to be sold by Investors in such offering; and (ii) second, any Equity Securities proposed to be included therein by any other Persons (including Equity Securities to be sold for the account of the Company and/or any other holders of Equity Securities), allocated, in the case of this clause (ii), among such Persons in such manner as the Company may determine. If more than one Investor is participating in such Demand Registration or Underwritten Shelf Take-Down and the managing underwriters of such offering determine that a limited number of Registrable Securities may requested to be included by Purchaser, up to the number that, in such offering without reasonably being expected to the opinion of the managing underwriter, would not adversely affect the success marketing of the offering (including the priceprice at which shares may be sold); (ii) second, timing or distribution of in addition to shares included pursuant to the securities to be sold in such offeringpreceding clause (i), then the Registrable Securities that are included in such offering shall be allocated pro rata among the participating Investors on the basis of the number of Registrable Securities initially shares of Common Stock requested to be sold included by each such Investor the Company up to the number that, in such offering.the opinion of the managing underwriter, would not adversely affect the marketing of the offering (including the price at which shares may be sold); and