Common use of Participation in Demand Registrations Clause in Contracts

Participation in Demand Registrations. Except with the prior written consent of the Demanding Investor, the Company may not include any securities to be sold for the Company’s account or for the account of other Persons that are not holders of Registrable Securities, other than the other Investor and its Affiliates, in a Demand Registration. If, in connection with a Demand Registration, any managing underwriter advises the Company and the Demanding Investor that, in its opinion, the inclusion of all the Registrable Securities and, if authorized pursuant to this Article III, other securities of the Company, in each case, sought to be registered in connection with such Demand Registration would adversely affect the marketability of the Registrable Securities sought to be sold pursuant thereto, then the Company shall include in the registration statement applicable to such Demand Registration only such securities as the Company, the Demanding Investor, and the other Investor are advised by such underwriter can be sold without such an effect (the “Maximum Demand Number”), as follows and in the following order of priority: (i) first, the number of Registrable Securities sought to be registered by the Demanding Investor, on its own behalf or on behalf of any of its Affiliates, pursuant to such Demand and the number of Registrable Securities, if any, sought to be registered by the other Investor, on its own behalf or on behalf of any of its Affiliates, pursuant to a Demand Participation Notice; provided, however, that, in the event that the aggregate number of Registrable Securities to be sold pursuant to this clause (i) exceeds the Maximum Demand Number, then the number of Registrable Securities to be registered by each of the Demanding Investor and the other Investor shall be reduced pro rata in proportion to the number of Registrable Securities sought to be registered by each such Investor such that the total number of Registrable Securities to be registered equals the Maximum Demand Number; and (ii) second, and only if the number of Registrable Securities to be included under clause (i) above is less than the Maximum Demand Number, the number of securities sought to be included by the Company, which in the aggregate, when added to the number of securities to be included pursuant to clause (i) above, equals the Maximum Demand Number; and (iii) third, and only if the number of Registrable Securities to be included under clauses (i) and (ii) above is less than the Maximum Demand Number, the number of securities sought to be sold for the account of other Persons that the Company is obligated to register pursuant to written contractual arrangements with such Persons, pro rata in proportion to the number of securities sought to be sold by such Persons, which in the aggregate, when added to the number of securities to be included pursuant to clauses (i) and (ii) above, equals the Maximum Demand Number.

Participation in Demand Registrations. Except The Company shall not include any securities other than Registrable Securities in a Demand Registration, except with the prior written consent of the Demanding Investor, holders of the Company may not include any securities majority of the Registrable Securities sought to be sold for registered pursuant to such Demand Registration held by all the Company’s account or for the account of other Persons that are not holders of Registrable Securities, other than the other Investor and its Affiliates, in a Demand RegistrationDemanding Holders. If, in connection with a Demand Registration, any managing underwriter (or, if such Demand Registration is not an underwritten offering, a nationally recognized independent underwriter selected by the Demanding Holders of a majority of the Registrable Securities held by all the Demanding Holders (which such underwriter shall be reasonably acceptable to the Company and whose fees and expenses shall be borne solely by the Company)) advises the Company and the Demanding Investor Holders of a majority of the Registrable Securities held by all the Demanding Holders that, in its opinion, the inclusion of all the Registrable Securities and, if authorized pursuant to this Article IIIII, other securities of the Company, in each case, sought to be registered in connection with such Demand Registration would adversely affect the marketability of the Registrable Securities sought to be sold pursuant thereto, then the Company shall include in the registration statement applicable to such Demand Registration only such securities as the Company, Company and the Demanding Investor, and the other Investor Holders of Registrable Securities sought to be registered therein are advised by such underwriter can be sold without such an effect (the “Maximum Demand Number”), as follows and in the following order of priority: (i) first, the number of Registrable Securities sought to be registered by the Demanding Investor, on its own behalf or on behalf of any of its Affiliates, pursuant to such Demand and the number of Registrable Securities, if any, sought to be registered by the other Investor, on its own behalf or on behalf of any of its Affiliates, pursuant to a Demand Participation Notice; provided, however, that, in the event that the aggregate number of Registrable Securities to be sold pursuant to this clause (i) exceeds the Maximum Demand Number, then the number of Registrable Securities to be registered by each of the Demanding Investor and the other Investor shall be reduced Holders pro rata in proportion to the number of Registrable Securities sought to be registered by each all such Investor such that the total number of Registrable Securities to be registered equals the Maximum Demand Numbersellers; and (ii) second, and only if the number of Registrable Securities to be included under clause (i) above is less than the Maximum Demand Number, the number of securities sought to be included by each other seller, pro rata in proportion to the Companynumber of securities sought to be sold by all such other sellers, which in the aggregate, when added to the number of securities to be included pursuant to clause (i) above, equals the Maximum Demand Number; and (iii) third, and only if the number of Registrable Securities to be included under clauses (i) and (ii) above is less than the Maximum Demand Number, the number of securities sought to be sold for the account of other Persons that the Company is obligated to register pursuant to written contractual arrangements with such Persons, pro rata in proportion to the number of securities sought to be sold by such Persons, which in the aggregate, when added to the number of securities to be included pursuant to clauses (i) and (ii) above, equals the Maximum Demand Number.

Participation in Demand Registrations. Except If the Company shall request inclusion in any registration pursuant to Section 3.2 of securities being sold for its own account, or if persons holding Other Shares shall request inclusion in any registration pursuant to Section 3.2, the Demand Holders shall, on behalf of all Holders, offer to include such securities in the registration and may condition such offer on such persons' acceptance of the further applicable provisions of this Agreement (including Section 6). The Company shall (together with all Holders and other persons proposing to distribute their securities through such registration) enter into an underwriting agreement in customary form with the prior written consent representative of the Demanding Investorunderwriter or underwriters. Notwithstanding any other provision of this Section 3, if the managing underwriter shall preclude any shares of Common Stock from being included in the Registration Statement as to which a Holder has elected to exercise the piggy-back rights granted pursuant to Section 3.2 or otherwise impose a limitation on the number of shares of such Common Stock which may be included in a Registration Statement being filed pursuant to Section 3.2 because in its judgment, such limitation is necessary to effect an orderly public distribution, the Company may not include any securities number of shares to be sold for included in the underwriting or registration, if any, shall be allocated as set forth in Section 3.7. If a person who has requested inclusion in such registration as provided above does not agree to the terms of any such underwriting, such person shall be excluded therefrom by written notice from the Company’s account , the underwriter or for the account Demand Holders holding a majority of the securities being requested in such offering (not including such non-agreeing holders). Any Registrable Securities or other Persons that securities excluded shall also be withdrawn from such registration. If shares are not holders of Registrable Securities, other than so withdrawn from the other Investor and its Affiliates, in a Demand Registration. If, in connection with a Demand Registration, any managing underwriter advises the Company registration and the Demanding Investor that, number of shares to be included in its opinion, the inclusion such registration was previously reduced as a result of all the Registrable Securities and, if authorized marketing factors pursuant to this Article III, other securities of the Company, in each case, sought to be registered in connection with such Demand Registration would adversely affect the marketability of the Registrable Securities sought to be sold pursuant theretoSection 3.6, then the Company shall offer to all persons who have retained rights to include securities in the registration statement applicable the right to such Demand Registration only such include additional securities as the Company, the Demanding Investor, and the other Investor are advised by such underwriter can be sold without such an effect (the “Maximum Demand Number”), as follows and in the following order of priority: (i) first, the number of Registrable Securities sought to be registered by the Demanding Investor, on its own behalf or on behalf of any of its Affiliates, pursuant to such Demand and the number of Registrable Securities, if any, sought to be registered by the other Investor, on its own behalf or on behalf of any of its Affiliates, pursuant to a Demand Participation Notice; provided, however, that, registration in the event that the an aggregate number of Registrable Securities to be sold pursuant to this clause (i) exceeds the Maximum Demand Number, then the number of Registrable Securities to be registered by each of the Demanding Investor and the other Investor shall be reduced pro rata in proportion amount equal to the number of Registrable Securities sought shares so withdrawn, with such shares to be registered by each allocated among such Investor such that the total number of Registrable Securities to be registered equals the Maximum Demand Number; and (ii) second, and only if the number of Registrable Securities to be included under clause (i) above is less than the Maximum Demand Number, the number of securities sought to be included by the Company, which persons requesting additional inclusion in the aggregate, when added to the number of securities to be included pursuant to clause (i) above, equals the Maximum Demand Number; and (iii) third, and only if the number of Registrable Securities to be included under clauses (i) and (ii) above is less than the Maximum Demand Number, the number of securities sought to be sold for the account of other Persons that the Company is obligated to register pursuant to written contractual arrangements accordance with such Persons, pro rata in proportion to the number of securities sought to be sold by such Persons, which in the aggregate, when added to the number of securities to be included pursuant to clauses (i) and (ii) above, equals the Maximum Demand NumberSection 3.7.

Participation in Demand Registrations. Except with the prior written consent of the Demanding Investor, the Company may The Corporation shall not include any securities to be sold for the Company’s account or for the account of other Persons that are not holders of Registrable Securities, other than the other Investor and its Affiliates, Registrable Securities in a Demand Registration, except with the written consent of Fund IV. If, in connection with a Demand Registration, any managing underwriter (or, if such Demand Registration is not an underwritten offering, a nationally recognized independent underwriter selected by Fund IV (which such underwriter shall be reasonably acceptable to the Corporation and whose fees and expenses shall be borne solely by the Corporation)) advises the Company Corporation and the Demanding Investor Fund IV that, in its opinion, the inclusion of all the Registrable Securities and, if authorized pursuant to this Article IIIIV, other securities of the CompanyCorporation, in each case, sought to be registered in connection with such Demand Registration would adversely affect the marketability of the Registrable Securities sought to be sold pursuant thereto, then the Company Corporation shall include in the registration statement applicable to such Demand Registration only such securities as the Company, the Demanding Investor, Corporation and the other Investor Fund IV are advised by such underwriter can be sold without such an effect (the “"Maximum Demand Number”"), as follows and in the following order of priority: (i) first, the number of Registrable Securities sought to be registered by the Demanding Investor, on its own behalf or on behalf of any of its Affiliates, pursuant to such Demand Fund IV and the number of Registrable SecuritiesAdditional Stockholders, if any, sought to be registered by the other Investor, on its own behalf or on behalf of any of its Affiliates, pursuant to a Demand Participation Notice; provided, however, that, in the event that the aggregate number of Registrable Securities to be sold pursuant to this clause (i) exceeds the Maximum Demand Number, then the number of Registrable Securities to be registered by each of the Demanding Investor and the other Investor shall be reduced pro rata in proportion to the number of Registrable Securities sought to be registered by Fund IV and each such Investor such that the total number of Registrable Securities to be registered equals the Maximum Demand NumberAdditional Stockholder; and (ii) second, and only if the number of Registrable Securities to be included under clause (i) above is less than the Maximum Demand Number, the number of securities sought to be included by each other seller, pro rata in proportion to the Companynumber of securities sought to be sold by all such other sellers, which in the aggregate, when added to the number of securities to be included pursuant to clause (i) above, equals the Maximum Demand Number; and (iii) third, and only if the number of Registrable Securities to be included under clauses (i) and (ii) above is less than the Maximum Demand Number, the number of securities sought to be sold for the account of other Persons that the Company is obligated to register pursuant to written contractual arrangements with such Persons, pro rata in proportion to the number of securities sought to be sold by such Persons, which in the aggregate, when added to the number of securities to be included pursuant to clauses (i) and (ii) above, equals the Maximum Demand Number.

Participation in Demand Registrations. Except The Company shall not include any securities other than Registrable Securities and Common Shares included at the Company's election in a Demand Registration, except with the prior written consent of the Demanding Investor, the Company may not include any securities to be sold for the Company’s account or for the account of other Persons that are not holders of thirty percent (30%), by number of shares, of the Registrable Securities, other than Securities held by all the other Investor and its Affiliates, in a Demand RegistrationDemanding Holders. If, in connection with a Demand Registration, any managing underwriter advises (or, if such Demand Registration is not an underwritten offering, a nationally recognized independent underwriter selected by the Company and reasonably acceptable to the holders of thirty percent (30%) of the Registrable Securities held by all the Demanding Investor Holders and whose fees and expenses shall be borne solely by the Company) advises the Company, in writing, that, in its opinion, the inclusion of all of the Registrable Securities andsecurities, if authorized pursuant to this Article III, other including securities of the Company, in each caseCompany which are not Registrable Securities, sought to be registered in connection with such Demand Registration would adversely affect the marketability of the Registrable Securities sought to be sold pursuant thereto, then the Company shall include in the such registration statement applicable to such Demand Registration only such securities as the Company, the Demanding Investor, and the other Investor are Company is advised by such underwriter can be sold without such an adverse effect (the “"Maximum Demand Number”), ") as follows and in the following order of priority: : (i) first, Registrable Securities requested to be included in such registration by Affiliated Shareholders, pro rata among such Affiliated Shareholders requesting such registration on the basis of the number of Registrable Securities sought such securities requested to be registered included by the Demanding Investor, on its own behalf or on behalf of any of its Affiliates, pursuant to such Demand and the number of Registrable Securities, if any, sought to be registered by the other Investor, on its own behalf or on behalf of any of its Affiliates, pursuant to a Demand Participation NoticeAffiliated Shareholders; provided, however, that, in the event that the aggregate number of Registrable Securities to be sold pursuant to this clause (i) exceeds the Maximum Demand Number, then the number of Registrable Securities to be registered by each of the Demanding Investor and the other Investor shall be reduced pro rata in proportion to the number of Registrable Securities sought to be registered by each such Investor such that the total number of Registrable Securities to be registered equals the Maximum Demand Number; and (ii) second, Common Shares that the Company proposes to sell; and only if the number of Registrable Securities to be included under clause (i) above is less than the Maximum Demand Number, the number of securities sought to be included by the Company, which in the aggregate, when added to the number of securities to be included pursuant to clause (i) above, equals the Maximum Demand Number; and (iii) third, and only if all other securities of the number of Registrable Securities Company duly requested to be included under clauses (i) and (ii) above is less than the Maximum Demand Number, the number of securities sought to be sold for the account of other Persons that the Company is obligated to register pursuant to written contractual arrangements with in such Personsregistration statement, pro rata in proportion to on the number basis of the amount of such other securities sought requested to be sold by such Persons, which in the aggregate, when added to the number of securities to be included pursuant to clauses (i) and (ii) above, equals the Maximum Demand Numberincluded.

Participation in Demand Registrations. Except with the prior written consent of the Demanding Investor, the Company may not include any securities to be sold for the Company’s account or for the account of other Persons that are not holders of Registrable Securities, other than the other Investor and its Affiliates, in a Demand Registration. If, in connection with a Demand Registration, any managing underwriter advises the Company and the Demanding Investor that, in its opinion, the inclusion of all the Registrable Securities and, if authorized pursuant to this Article IIIII, other securities of the Company, in each case, sought to be registered in connection with such Demand Registration would adversely affect the marketability of the Registrable Securities sought to be sold pursuant thereto, then the Company shall include in the registration statement applicable to such Demand Registration only such securities as the Company, the Demanding Investor, and the other Investor are advised by such underwriter can be sold without such an effect (the “Maximum Demand Number”), as follows and in the following order of priority: (i) first, the number of Registrable Securities sought to be registered by the Demanding Investor, on its own behalf or on behalf of any of its Affiliates, pursuant to such Demand and the number of Registrable Securities, if any, sought to be registered by the other Investor, on its own behalf or on behalf of any of its Affiliates, pursuant to a Demand Participation Notice; provided, however, that, in the event that the aggregate number of Registrable Securities to be sold pursuant to this clause (i) exceeds the Maximum Demand Number, then the number of Registrable Securities to be registered by each of the Demanding Investor and the other Investor shall be reduced pro rata in proportion to the number of Registrable Securities sought to be registered by each such Investor such that the total number of Registrable Securities to be registered equals the Maximum Demand Number; and (ii) second, and only if the number of Registrable Securities to be included under clause (i) above is less than the Maximum Demand Number, the number of securities sought to be included by the Company, which in the aggregate, when added to the number of securities to be included pursuant to clause (i) above, equals the Maximum Demand Number; and (iii) third, and only if the number of Registrable Securities to be included under clauses (i) and (ii) above is less than the Maximum Demand Number, the number of securities sought to be sold for the account of other Persons that the Company is obligated to register pursuant to written contractual arrangements with such Persons, pro rata in proportion to the number of securities sought to be sold by such Persons, which in the aggregate, when added to the number of securities to be included pursuant to clauses (i) and (ii) above, equals the Maximum Demand Number.

Participation in Demand Registrations. Except with the prior written consent of the Demanding Investor, the Company may not include any securities to be sold for the Company’s account or for the account of other Persons that are not holders of Registrable Securities, other than the other Investor and its Affiliates, in a Demand Registration. If, in connection with a Demand Registration, any the managing underwriter advises the Company and the Demanding Investor holders of the Registrable Securities sought to be included in such Demand Registration in writing that, in its opinion, the marketability of the Registrable Securities sought to be sold pursuant thereto would be adversely affected by the inclusion of all both the Registrable Securities and, if authorized pursuant to this Article IIIparagraph, other securities of the Company, in each case, sought to be registered in connection with such Demand Registration would adversely affect the marketability of the Registrable Securities sought to be sold pursuant theretoRegistration, then the Company shall include in the registration statement applicable to such Demand Registration only such securities as the Company, the Demanding Investor, Company and the other Investor holders of Registrable Securities sought to be registered therein ("Demanding Sellers") are advised in writing by such underwriter can be sold without such an effect (the “"Maximum Demand Number”"), as follows and in the following order of priority: (i) first, the number of Registrable Securities sought to be registered by the each Demanding InvestorSeller, on its own behalf or on behalf of any of its Affiliates, pursuant to such Demand and the number of Registrable Securities, if any, sought to be registered by the other Investor, on its own behalf or on behalf of any of its Affiliates, pursuant to a Demand Participation Notice; provided, however, that, in the event that the aggregate number of Registrable Securities to be sold pursuant to this clause (i) exceeds the Maximum Demand Number, then the number of Registrable Securities to be registered by each of the Demanding Investor and the other Investor shall be reduced pro rata in proportion to the number of Registrable Securities sought to be registered by each such Investor such that the total number of Registrable Securities to be registered equals the Maximum Demand Numberall Demanding Sellers; and (ii) second, and only if the number of Registrable Securities to be included under clause (i) next above is less than the Maximum Demand Number, the number of securities sought to be included by each other seller, pro rata in proportion to the Companynumber of securities sought to be sold by all such other sellers, which in the aggregate, when added to the number of securities to be included pursuant to clause (i) above, equals the Maximum Demand Number; and (iii) third, and only if the number of Registrable Securities to be included under clauses (i) and (ii) above is less than the Maximum Demand Number, the number of securities sought to be sold for the account of other Persons that the Company is obligated to register pursuant to written contractual arrangements with such Persons, pro rata in proportion to the number of securities sought to be sold by such Persons, which in the aggregate, when added to the number of securities to be included pursuant to clauses (i) and (ii) next above, equals the Maximum Demand Number.

Participation in Demand Registrations. Except with the prior written consent of the Demanding Investor, the The Company may shall not include any securities other than Registrable Securities in a Demand Registration, except (i) for Shares that the Company proposes to sell for its own account and (ii) with the written consent (such consent not to be sold for unreasonably withheld, delayed or conditioned) of Stockholders participating in such Demand Registration that hold a majority of the Company’s account or for the account of other Persons that are not holders of Registrable Securities, other than the other Investor and its Affiliates, Securities in a such Demand Registration. If, in connection with a Demand Registration, any the lead managing underwriter advises or co-managing underwriter(s) advise(s) the Company and the Demanding Investor Company, in writing, that, in its opinion, the inclusion of all of the Registrable Securities andsecurities, if authorized pursuant to this Article III, other including securities of the Company, in each caseCompany that are not Registrable Securities, sought to be registered in connection with such Demand Registration would adversely affect the marketability distribution of the Registrable Securities sought to be sold pursuant thereto, then the Company shall include in the such registration statement applicable to such Demand Registration only such securities as the Company, the Demanding Investor, and the other Investor are Company is advised by such underwriter underwriter(s) can be sold without such an adverse effect (the “Maximum Demand NumberAmount”), ) as follows and in the following order of priority: (i) first, the number of Registrable Securities sought requested to be registered included in such registration by the Demanding InvestorRequesting Stockholders up to the Maximum Amount, allocated pro rata among such Requesting Stockholders requesting such registration on its own behalf or on behalf the basis of any of its Affiliates, pursuant to such Demand and the number of Registrable Securities, if any, sought such securities requested to be registered included by the other Investor, on its own behalf or on behalf of any of its Affiliates, pursuant to a Demand Participation Notice; provided, however, that, in the event that the aggregate number of Registrable Securities to be sold pursuant to this clause (i) exceeds the Maximum Demand Number, then the number of Registrable Securities to be registered by each of the Demanding Investor and the other Investor shall be reduced pro rata in proportion to the number of Registrable Securities sought to be registered by each such Investor such that the total number of Registrable Securities to be registered equals the Maximum Demand Number; andStockholders; (ii) second, and only if Shares that the number of Company proposes to sell which, taken together with the Registrable Securities to be included under clause (i) above is less than the Maximum Demand Number, the number of securities sought to be included by the Company, which in the aggregate, when added to the number of securities to be included pursuant to clause (i) above, equals do not exceed the Maximum Demand NumberAmount; and (iii) third, and only if all other securities of the number of Registrable Securities Company duly requested to be included under clauses in such registration statement, pro rata on the basis of the amount of such other securities requested to be included or such other method determined by the Company, to the extent, when taken together with clause (i) and (ii) above is less than the Maximum Demand Number, the such number of securities sought to be sold for the account of other Persons that the Company is obligated to register pursuant to written contractual arrangements with such Persons, pro rata in proportion to the number of securities sought to be sold by such Persons, which in the aggregate, when added to the number of securities to be included pursuant to clauses (i) and (ii) above, equals does not exceed the Maximum Demand NumberAmount.

Participation in Demand Registrations. Except The Company shall not include any Equity Securities other than Registrable Securities in a Demand Registration, except with the prior written consent of the Demanding Investor, the Company may not include any securities to be sold for the Company’s account or for the account of other Persons that are not holders of Registrable Securities, other than the other Investor and its Affiliates, in a Demand RegistrationShareholder(s). If, in connection with a Demand Registration, any managing underwriter (or, if such Demand Registration is not an underwritten offering, a nationally recognized independent underwriter (which underwriter shall be reasonably acceptable to the Company and whose fees and expenses shall be borne solely by the Company, except that each Person selling securities in any secondary offering shall bear their proportionate share of any underwriter’s discounts, commissions and similar amounts)) selected by the Demanding Shareholder advises the Company and the Demanding Investor Shareholder that, in its opinion, the inclusion of all the Registrable Securities and, if authorized pursuant to this Article III, other securities of the Company, in each case, sought to be registered in connection with such Demand Registration would adversely affect the marketability of the Registrable Securities sought to be sold pursuant thereto, then the Company shall include in the registration statement applicable to such Demand Registration only such securities as the Company, Company and the Demanding Investor, and the other Investor Shareholder are advised by such underwriter can be sold without such an effect (the “Maximum Demand Number”), as follows and in the following order of priority: (i) first, the number of Registrable Securities sought to be registered by the each Demanding InvestorHolder, on its own behalf or on behalf of any of its Affiliates, pursuant to such Demand and the number of Registrable Securities, if any, sought to be registered by the other Investor, on its own behalf or on behalf of any of its Affiliates, pursuant to a Demand Participation Notice; provided, however, that, in the event that the aggregate number of Registrable Securities to be sold pursuant to this clause (i) exceeds the Maximum Demand Number, then the number of Registrable Securities to be registered by each of the Demanding Investor and the other Investor shall be reduced pro rata in proportion to the number of Registrable Securities sought to be registered by each all such Investor such that the total number of Registrable Securities to be registered equals the Maximum Demand NumberDemanding Holders; and (ii) second, and only if the number of Registrable Securities to be included under clause (i) above is less than the Maximum Demand Number, the number of securities sought to be included by the CompanyCompany and any other Person for which the Company is obligated to register securities pursuant to written contractual arrangements with such Person, pro rata in proportion to the number of securities sought to be sold by all such other sellers, which in the aggregate, when added to the number of securities to be included pursuant to clause (i) above, equals the Maximum Demand Number; and (iii) third, and only if the number of Registrable Securities to be included under clauses (i) and (ii) above is less than the Maximum Demand Number, the number of securities sought to be sold for the account of other Persons that the Company is obligated to register pursuant to written contractual arrangements with such Persons, pro rata in proportion to the number of securities sought to be sold by such Persons, which in the aggregate, when added to the number of securities to be included pursuant to clauses (i) and (ii) above, equals the Maximum Demand Number.

Participation in Demand Registrations. Except with the prior written consent of the Demanding Investor, the Company may Monsoon shall not include any securities other than Registrable Securities in a Demand Registration, except (i) for Monsoon Equity Securities that Monsoon proposes to sell and (ii) with the written consent (such consent not to be sold for unreasonably withheld, delayed or conditioned) of Shareholders participating in such Demand Registration that hold a majority of the Company’s account or for the account of other Persons that are not holders of Registrable Securities, other than the other Investor and its Affiliates, Securities in a such Demand Registration. If, in connection with a Demand Registration, any the lead managing underwriter advises the Company and the Demanding Investor or co- managing underwriter(s) advise(s) Monsoon, in writing, that, in its opinion, the inclusion of all of the Registrable Securities andsecurities, if authorized pursuant to this Article III, other including securities of the Company, in each caseMonsoon that are not Registrable Securities, sought to be registered in connection with such Demand Registration would adversely affect the marketability distribution of the Registrable Securities sought to be sold pursuant thereto, then the Company Monsoon shall include in the such registration statement applicable to such Demand Registration only such securities as the Company, the Demanding Investor, and the other Investor are Monsoon is advised by such underwriter underwriter(s) can be sold without such an adverse effect (the “Maximum Demand NumberAmount”), ) as follows and in the following order of priority: (i) first, the number of Registrable Securities sought requested to be registered included in such registration by the Demanding InvestorRequesting Shareholders and the Demand Participating Shareholders up to the Maximum Amount, allocated pro rata among such Requesting Shareholders and Demand Participating Shareholders requesting such registration on its own behalf or on behalf the basis of any of its Affiliates, pursuant to such Demand and the number of Registrable Securities, if any, sought such securities requested to be registered included by the other Investor, on its own behalf or on behalf of any of its Affiliates, pursuant to a Demand Participation Notice; provided, however, that, in the event that the aggregate number of Registrable Securities to be sold pursuant to this clause (i) exceeds the Maximum Demand Number, then the number of Registrable Securities to be registered by each of the Demanding Investor and the other Investor shall be reduced pro rata in proportion to the number of Registrable Securities sought to be registered by each such Investor such that the total number of Registrable Securities to be registered equals the Maximum Demand NumberShareholders; and (ii) second, and only if the number of Registrable Monsoon Equity Securities duly requested to be included under clause (i) above is less than in such registration statement, pro rata on the Maximum Demand Number, basis of the number amount of such other securities sought requested to be included or such other method determined by Monsoon, to the Company, which in the aggregateextent, when added to the number of securities to be included pursuant to taken together with clause (i) above, equals the Maximum Demand Number; and (iii) third, and only if the number of Registrable Securities to be included under clauses (i) and (ii) above is less than the Maximum Demand Number, the such number of securities sought to be sold for the account of other Persons that the Company is obligated to register pursuant to written contractual arrangements with such Persons, pro rata in proportion to the number of securities sought to be sold by such Persons, which in the aggregate, when added to the number of securities to be included pursuant to clauses (i) and (ii) above, equals does not exceed the Maximum Demand NumberAmount.

Participation in Demand Registrations. Except with the prior written consent of the Demanding Investor, the The Company may shall not include any securities other than Registrable Securities in a Demand Registration, except (i) for that the Company proposes to sell for its own account and (ii) with the written consent (such consent not to be sold for unreasonably withheld, delayed or conditioned) of Stockholders participating in such Demand Registration that hold a majority of the Company’s account or for the account of other Persons that are not holders of Registrable Securities, other than the other Investor and its Affiliates, Securities in a such Demand Registration. If, in connection with a Demand Registration, any the lead managing underwriter advises or co-managing underwriter(s) advise(s) the Company and the Demanding Investor Company, in writing, that, in its opinion, the inclusion of all of the Registrable Securities andsecurities, if authorized pursuant to this Article III, other including securities of the Company, in each caseCompany that are not Registrable Securities, sought to be registered in connection with such Demand Registration would adversely affect the marketability distribution of the Registrable Securities sought to be sold pursuant thereto, then the Company shall include in the such registration statement applicable to such Demand Registration only such securities as the Company, the Demanding Investor, and the other Investor are Company is advised by such underwriter underwriter(s) can be sold without such an adverse effect (the “Maximum Demand NumberAmount”), ) as follows and in the following order of priority: (i) first, the number of Registrable Securities sought requested to be registered included in such registration by the Demanding InvestorDemand Selling Stockholders up to the Maximum Amount, on its own behalf or on behalf of any of its Affiliates, pursuant to allocated pro rata among such Demand and Selling Stockholders on the basis of the number of Registrable Securities, if any, sought such securities requested to be registered included by the other Investor, on its own behalf or on behalf of any of its Affiliates, pursuant to a Demand Participation Notice; provided, however, that, in the event that the aggregate number of Registrable Securities to be sold pursuant to this clause (i) exceeds the Maximum Demand Number, then the number of Registrable Securities to be registered by each of the Demanding Investor and the other Investor shall be reduced pro rata in proportion to the number of Registrable Securities sought to be registered by each such Investor such that the total number of Registrable Securities to be registered equals the Maximum Demand Number; andStockholders; (ii) second, and only if Shares that the number of Company proposes to sell which, taken together with the Registrable Securities to be included under clause (i) above is less than the Maximum Demand Number, the number of securities sought to be included by the Company, which in the aggregate, when added to the number of securities to be included pursuant to clause (i‎(i) above, equals do not exceed the Maximum Demand NumberAmount; and (iii) third, and only if all other securities of the number of Registrable Securities Company duly requested to be included under clauses (iin such registration statement, pro rata on the basis of the amount of such other securities requested to be included or such other method determined by the Company, to the extent, when taken together with clause ‎(i) and (ii‎(ii) above is less than the Maximum Demand Number, the such number of securities sought to be sold for the account of other Persons that the Company is obligated to register pursuant to written contractual arrangements with such Persons, pro rata in proportion to the number of securities sought to be sold by such Persons, which in the aggregate, when added to the number of securities to be included pursuant to clauses (i) and (ii) above, equals does not exceed the Maximum Demand NumberAmount.

Participation in Demand Registrations. Except with the prior written consent of the Demanding InvestorWellspring III, the Company may not include any securities to be sold for the Company’s account or for the account of other Persons that are not holders of Registrable Securities, other than the other Investor and its Affiliates, in a Demand RegistrationRegistration other than a Piggyback Registration by HBK under Section 2.02 which shall not require Wellspring’s consent. If, in connection with a Demand Registration, any managing underwriter advises the Company and the Demanding Investor Wellspring that, in its opinion, the inclusion of all the Registrable Securities and, if authorized pursuant to this Article IIIII, other securities of the Company, in each case, Company sought to be registered in connection with such Demand Registration would adversely affect the marketability of the Registrable Securities sought to be sold pursuant thereto, then the Company shall include in the registration statement applicable to such Demand Registration only such securities as the Company, the Demanding Investor, Company and the other Investor Wellspring are advised by such underwriter can be sold without such an effect (the “Maximum Demand Number”), as follows and in the following order of priority: (i) first, the number of Registrable Securities sought to be registered by the Demanding Investor, on its own behalf or on behalf of any of its Affiliates, Wellspring pursuant to such Demand and the number of Registrable Securities, if any, Securities sought to be registered by the other Investor, on its own behalf or on behalf of any of its Affiliates, HBK pursuant to a Demand Participation NoticeSection 2.02; provided, however, that, in the event that the aggregate number of Registrable Securities to be sold pursuant to this clause (i) exceeds the Maximum Demand Number, then the number of Registrable Securities to be registered by each of the Demanding Investor Wellspring and the other Investor HBK shall be reduced pro rata in proportion to the number of Registrable Securities sought to be registered by each such Investor such that the total number of Registrable Securities to be registered equals the Maximum Demand Number; and (ii) second, and only if the number of Registrable Securities to be included under clause (i) above is less than the Maximum Demand Number, the number of securities sought to be included by the CompanyCompany and each other seller, pro rata in proportion to the number of securities sought to be sold by the Company and all such other sellers, which in the aggregate, when added to the number of securities to be included pursuant to clause (i) above, equals the Maximum Demand Number; and (iii) third, and only if the number of Registrable Securities to be included under clauses (i) and (ii) above is less than the Maximum Demand Number, the number of securities sought to be sold for the account of other Persons that the Company is obligated to register pursuant to written contractual arrangements with such Persons, pro rata in proportion to the number of securities sought to be sold by such Persons, which in the aggregate, when added to the number of securities to be included pursuant to clauses (i) and (ii) above, equals the Maximum Demand Number.

Participation in Demand Registrations. Except with the prior written consent of the Demanding Investor, the The Company may shall not include any securities to be sold for the Company’s account or for the account of other Persons that are not holders of Registrable Securities, other than the other Investor and its Affiliates, Registrable Securities in a Demand Registration, except with the written consent of Stockholders participating in such Demand Registration that hold a majority of the Registrable Securities included in such Demand Registration. If, in connection with a Demand Registration, any managing underwriter (or, if such Demand Registration is not an underwritten offering, a nationally recognized independent underwriter selected by Fortress and Xxxxxxxxx, reasonably acceptable to the Company, and whose fees and expenses shall be borne solely by the Company) advises the Company and the Demanding Investor Company, in writing, that, in its opinion, the inclusion of all of the Registrable Securities andsecurities, if authorized pursuant to this Article III, other including securities of the Company, in each caseCompany that are not Registrable Securities, sought to be registered in connection with such Demand Registration would adversely affect the marketability of the Registrable Securities sought to be sold pursuant thereto, then the Company shall include in the such registration statement applicable to such Demand Registration only such securities as the Company, the Demanding Investor, and the other Investor are Company is advised by such underwriter can be sold without such an adverse effect (the “"Maximum Demand Number”), ") as follows and in the following order of priority: : (i) first, the number of Registrable Securities sought to be registered by the Demanding Investor, on its own behalf or on behalf of any of its Affiliates, pursuant to such Demand and the number of Registrable Securities, if any, sought to be registered by the other Investor, on its own behalf or on behalf of any of its Affiliates, pursuant to a Demand Participation Notice; provided, however, that, in the event that the aggregate number of Registrable Securities to be sold pursuant to this clause (i) exceeds the Maximum Demand Number, then the number of Registrable Securities to be registered by each of the Demanding Investor and the other Investor shall be reduced pro rata in proportion up to the number of Registrable Securities sought requested to be registered included in such registration by each the Stockholders, which, in the opinion of the underwriter can be sold without adversely affecting the marketability of the offering, pro rata among such Investor Stockholders requesting such that registration on the total basis of the number of Registrable Securities such securities requested to be registered equals the Maximum Demand Numberincluded by such Stockholders; and (ii) second, securities the Company proposes to sell; and only if the number of Registrable Securities to be included under clause (i) above is less than the Maximum Demand Number, the number of securities sought to be included by the Company, which in the aggregate, when added to the number of securities to be included pursuant to clause (i) above, equals the Maximum Demand Number; and (iii) third, and only if all other securities of the number of Registrable Securities Company duly requested to be included under clauses (i) and (ii) above is less than the Maximum Demand Number, the number of securities sought to be sold for the account of other Persons that the Company is obligated to register pursuant to written contractual arrangements with in such Personsregistration statement, pro rata in proportion to on the number basis of the amount of such other securities sought to be sold by such Persons, which in the aggregate, when added to the number of securities requested to be included pursuant to clauses (i) and (ii) above, equals or such other method determined by the Maximum Demand NumberCompany.

Participation in Demand Registrations. Except The Company shall not include any securities other than Registrable Securities in a Demand Registration, except with the prior written consent of the Demanding Investor, holders of the Company may not include any securities majority of the Registrable Securities sought to be sold for registered pursuant to such Demand Registration held by all the Company’s account or for the account of other Persons that are not holders of Registrable Securities, other than the other Investor and its Affiliates, in a Demand RegistrationDemanding holders. If, in connection with a Demand Registration, any managing underwriter (or, if such Demand Registration is not an underwritten offering, a nationally recognized independent underwriter selected by the Demanding holders of a majority of the Registrable Securities held by all the Demanding holders (which such underwriter shall be reasonably acceptable to the Company and whose fees and expenses shall be borne solely by the Company)) advises the Company and the Demanding Investor holders of a majority of the Registrable Securities held by all the Demanding holders that, in its opinion, the inclusion of all the Registrable Securities and, if authorized pursuant to this Article IIIparagraph, other securities of the Company, in each case, sought to be registered in connection with such Demand Registration would adversely affect the marketability of the Registrable Securities sought to be sold pursuant thereto, then the Company shall include in the registration statement applicable to such Demand Registration only such securities as the Company, the Demanding Investor, Company and the other Investor holders of Registrable Securities sought to be registered therein ("Demanding Sellers") are advised by such underwriter can be sold without such an effect (the “"Maximum Demand Number”"), as follows and in the following order of priority: (i) first, the number of Registrable Securities received pursuant to the Merger (excluding, for these purposes, Registrable Securities issued upon exercise of Warrants received pursuant to the Merger) or upon conversion of the shares of Company Preferred Stock sought to be registered by the each Demanding InvestorSeller, on its own behalf or on behalf of any of its Affiliates, pursuant to such Demand and the number of Registrable Securities, if any, sought to be registered by the other Investor, on its own behalf or on behalf of any of its Affiliates, pursuant to a Demand Participation Notice; provided, however, that, in the event that the aggregate number of Registrable Securities to be sold pursuant to this clause (i) exceeds the Maximum Demand Number, then the number of Registrable Securities to be registered by each of the Demanding Investor and the other Investor shall be reduced pro rata in proportion to the number of Registrable Securities received pursuant to the Merger or upon conversion of the shares of Company Preferred Stock sought to be registered by each such Investor such that the total number of Registrable Securities to be registered equals the Maximum Demand Numberall Demanding Sellers; and (ii) second, and only if the number of Registrable Securities to be included under clause (i) above is less than the Maximum Demand Number, the number of securities sought to be included by the Company, which in the aggregate, when added Registrable Securities received other than (x) pursuant to the number Merger (including, for these purposes, Registrable Securities issued upon exercise of securities to be included Warrants received pursuant to clause (i) above, equals the Maximum Demand Number; and (iii) third, and only if the number of Registrable Securities to be included under clauses (i) and (ii) above is less than the Maximum Demand Number, the number of securities sought to be sold for the account of other Persons that the Company is obligated to register pursuant to written contractual arrangements with such Persons, pro rata in proportion to the number of securities sought to be sold by such Persons, which in the aggregate, when added to the number of securities to be included pursuant to clauses (i) and (ii) above, equals the Maximum Demand Number.the

Participation in Demand Registrations. Except with the prior written consent of the Demanding Investor, the Company may Holdco shall not include any securities other than Registrable Securities in a Demand Registration, except (i) for Shares that Holdco proposes to sell and (ii) with the written consent (such consent not to be sold for unreasonably withheld, delayed or conditioned) of Shareholders participating in such Demand Registration that hold a majority of the Company’s account or for the account of other Persons that are not holders of Registrable Securities, other than the other Investor and its Affiliates, Securities in a such Demand Registration. If, in connection with a Demand Registration, any the lead managing underwriter advises the Company and the Demanding Investor or co-managing underwriter(s) advise(s) Holdco, in writing, that, in its opinion, the inclusion of all of the Registrable Securities andsecurities, if authorized pursuant to this Article III, other including securities of the Company, in each caseHoldco that are not Registrable Securities, sought to be registered in connection with such Demand Registration would adversely affect the marketability distribution of the Registrable Securities sought to be sold pursuant thereto, then the Company Holdco shall include in the such registration statement applicable to such Demand Registration only such securities as the Company, the Demanding Investor, and the other Investor are Holdco is advised by such underwriter underwriter(s) can be sold without such an adverse effect (the “Maximum Demand NumberAmount”), ) as follows and in the following order of priority: (i) first, the number of Registrable Securities sought requested to be registered included in such registration by the Demanding InvestorRequesting Shareholders up to the Maximum Amount, allocated pro rata among such Requesting Shareholders requesting such registration on its own behalf or on behalf the basis of any of its Affiliates, pursuant to such Demand and the number of Registrable Securities, if any, sought such securities requested to be registered included by the other Investor, on its own behalf or on behalf of any of its Affiliates, pursuant to a Demand Participation Notice; provided, however, that, in the event that the aggregate number of Registrable Securities to be sold pursuant to this clause (i) exceeds the Maximum Demand Number, then the number of Registrable Securities to be registered by each of the Demanding Investor and the other Investor shall be reduced pro rata in proportion to the number of Registrable Securities sought to be registered by each such Investor such that the total number of Registrable Securities to be registered equals the Maximum Demand Number; andShareholders; (ii) second, and only if Shares that Holdco proposes to sell which, taken together with the number of Registrable Securities to be included under clause (i) above is less than the Maximum Demand Number, the number of securities sought to be included by the Company, which in the aggregate, when added to the number of securities to be included pursuant to clause (i) above, equals do not exceed the Maximum Demand NumberAmount; and (iii) third, and only if the number all other securities of Registrable Securities Holdco duly requested to be included under clauses in such registration statement, pro rata on the basis of the amount of such other securities requested to be included or such other method determined by Holdco, to the extent, when taken together with clause (i) and (ii) above is less than the Maximum Demand Number, the such number of securities sought to be sold for the account of other Persons that the Company is obligated to register pursuant to written contractual arrangements with such Persons, pro rata in proportion to the number of securities sought to be sold by such Persons, which in the aggregate, when added to the number of securities to be included pursuant to clauses (i) and (ii) above, equals does not exceed the Maximum Demand NumberAmount.

Participation in Demand Registrations. Except If the Company shall ----------- ------------------------------------- request inclusion in any registration pursuant to Section 3.2 of securities being sold for its own account, or if persons holding Other Shares shall request inclusion in any registration pursuant to Section 3.2, the Demand Holders shall, on behalf of all Holders, offer to include such securities in the registration and may condition such offer on such persons' acceptance of the further applicable provisions of this Agreement (including Section 6). The Company shall (together with all Holders and other persons proposing to distribute their securities through such registration) enter into an underwriting agreement in customary form with the prior written consent representative of the Demanding Investorunderwriter or underwriters. Notwithstanding any other provision of this Section 3, if the managing underwriter shall preclude any shares of Common Stock from being included in the Registration Statement as to which a Holder has elected to exercise the piggy- back rights granted pursuant to Section 3.2 or otherwise impose a limitation on the number of shares of such Common Stock which may be included in a Registration Statement being filed pursuant to Section 3.2 because in its judgment, such limitation is necessary to effect an orderly public distribution, the Company may not include any securities number of shares to be sold for included in the underwriting or registration, if any, shall be allocated as set forth in Section 3.7. If a person who has requested inclusion in such registration as provided above does not agree to the terms of any such underwriting, such person shall be excluded therefrom by written notice from the Company’s account , the underwriter or for the account Demand Holders holding a majority of the securities being requested in such offering (not including such non-agreeing holders). Any Registrable Securities or other Persons that securities excluded shall also be withdrawn from such registration. If shares are not holders of Registrable Securities, other than so withdrawn from the other Investor and its Affiliates, in a Demand Registration. If, in connection with a Demand Registration, any managing underwriter advises the Company registration and the Demanding Investor that, number of shares to be included in its opinion, the inclusion such registration was previously reduced as a result of all the Registrable Securities and, if authorized marketing factors pursuant to this Article III, other securities of the Company, in each case, sought to be registered in connection with such Demand Registration would adversely affect the marketability of the Registrable Securities sought to be sold pursuant theretoSection 3.6, then the Company shall offer to all persons who have retained rights to include securities in the registration statement applicable the right to such Demand Registration only such include additional securities as the Company, the Demanding Investor, and the other Investor are advised by such underwriter can be sold without such an effect (the “Maximum Demand Number”), as follows and in the following order of priority: (i) first, the number of Registrable Securities sought to be registered by the Demanding Investor, on its own behalf or on behalf of any of its Affiliates, pursuant to such Demand and the number of Registrable Securities, if any, sought to be registered by the other Investor, on its own behalf or on behalf of any of its Affiliates, pursuant to a Demand Participation Notice; provided, however, that, registration in the event that the an aggregate number of Registrable Securities to be sold pursuant to this clause (i) exceeds the Maximum Demand Number, then the number of Registrable Securities to be registered by each of the Demanding Investor and the other Investor shall be reduced pro rata in proportion amount equal to the number of Registrable Securities sought shares so withdrawn, with such shares to be registered by each allocated among such Investor such that the total number of Registrable Securities to be registered equals the Maximum Demand Number; and (ii) second, and only if the number of Registrable Securities to be included under clause (i) above is less than the Maximum Demand Number, the number of securities sought to be included by the Company, which persons requesting additional inclusion in the aggregate, when added to the number of securities to be included pursuant to clause (i) above, equals the Maximum Demand Number; and (iii) third, and only if the number of Registrable Securities to be included under clauses (i) and (ii) above is less than the Maximum Demand Number, the number of securities sought to be sold for the account of other Persons that the Company is obligated to register pursuant to written contractual arrangements accordance with such Persons, pro rata in proportion to the number of securities sought to be sold by such Persons, which in the aggregate, when added to the number of securities to be included pursuant to clauses (i) and (ii) above, equals the Maximum Demand NumberSection 3.7.

Participation in Demand Registrations. Except The Company shall not include any securities other than Registrable Securities and Common Stock included at the Company's election in a Demand Registration, except with the prior written consent of the Demanding Investor, the Company may not include any securities to be sold for the Company’s account or for the account of other Persons that are not holders of a majority, by number of shares, of the Registrable Securities, other than Securities held by all the other Investor and its Affiliates, in a Demand RegistrationDemanding Holders. If, in connection with a Demand Registration, any managing underwriter advises (or, if such Demand Registration is not an underwritten offering, a nationally recognized independent underwriter selected by the Company and reasonably acceptable to the holders of a majority of the Registrable Securities held by all the Demanding Investor Holders and whose fees and expenses shall be borne solely by the Company) advises the Company, in writing, that, in its opinion, the inclusion of all of the Registrable Securities andsecurities, if authorized pursuant to this Article III, other including securities of the Company, in each caseCompany which are not Registrable Securities, sought to be registered in connection with such Demand Registration would adversely affect the marketability of the Registrable Securities sought to be sold pursuant thereto, then the Company shall include in the such registration statement applicable to such Demand Registration only such securities as the Company, the Demanding Investor, and the other Investor are Company is advised by such underwriter can be sold without such an adverse effect (the “Maximum Demand Number”), "MAXIMUM DEMAND NUMBER") as follows and in the following order of priority: : (i) first, Registrable Securities requested to be included in such registration by Affiliated Stockholders, PRO RATA among such Affiliated Stockholders requesting such registration on the basis of the number of Registrable Securities sought such securities requested to be registered included by the Demanding Investor, on its own behalf or on behalf of any of its Affiliates, pursuant to such Demand and the number of Registrable Securities, if any, sought to be registered by the other Investor, on its own behalf or on behalf of any of its Affiliates, pursuant to a Demand Participation NoticeAffiliated Stockholders; provided, however, that, in the event that the aggregate number of Registrable Securities to be sold pursuant to this clause (i) exceeds the Maximum Demand Number, then the number of Registrable Securities to be registered by each of the Demanding Investor and the other Investor shall be reduced pro rata in proportion to the number of Registrable Securities sought to be registered by each such Investor such that the total number of Registrable Securities to be registered equals the Maximum Demand Number; and (ii) second, securities the Company proposes to sell; and only if the number of Registrable Securities to be included under clause (i) above is less than the Maximum Demand Number, the number of securities sought to be included by the Company, which in the aggregate, when added to the number of securities to be included pursuant to clause (i) above, equals the Maximum Demand Number; and (iii) third, and only if all other securities of the number of Registrable Securities Company duly requested to be included under clauses (i) and (ii) above is less than in such registration statement, PRO RATA on the Maximum Demand Number, basis of the number amount of such other securities sought requested to be sold for the account of other Persons that the Company is obligated to register pursuant to written contractual arrangements with such Persons, pro rata in proportion to the number of securities sought to be sold by such Persons, which in the aggregate, when added to the number of securities to be included pursuant to clauses (i) and (ii) above, equals the Maximum Demand Numberincluded.

Participation in Demand Registrations. Except with the prior written consent of the Demanding InvestorJLL Partners, the Company may not include any securities to be sold for the Company’s 's account or for the account of other Persons that are not holders of Registrable Securities, other than the other Investor and its Affiliates, in a Demand Registration. If, in connection with a Demand Registration, any managing underwriter advises the Company and the Demanding Investor JLL Building Products that, in its opinion, the inclusion of all the Registrable Securities and, if authorized pursuant to this Article IIIIV, other securities of the Company, in each case, sought to be registered in connection with such Demand Registration would adversely affect the marketability of the Registrable Securities sought to be sold pursuant thereto, then the Company shall include in the registration statement applicable to such Demand Registration only such securities as the Company, the Demanding Investor, Company and the other Investor JLL Building Products are advised by such underwriter can be sold without such an effect (the “"Maximum Demand Number”"), as follows and in the following order of priority: (i) first, the number of Registrable Securities sought to be registered by the Demanding Investor, on its own behalf or on behalf of any of its Affiliates, pursuant to such Demand JLL Building Products and the number of Registrable SecuritiesOther Stockholders, if any, sought to be registered by the other Investor, on its own behalf or on behalf of any of its Affiliates, pursuant to a Demand Participation Notice; provided, however, that, in the event that the aggregate number of Registrable Securities to be sold pursuant to this clause (i) exceeds the Maximum Demand Number, then the number of Registrable Securities to be registered by each of the Demanding Investor and the other Investor shall be reduced pro rata PRO RATA in proportion to the number of Registrable Securities sought to be registered by each such Investor such that the total number of Registrable Securities to be registered equals the Maximum Demand NumberStockholder; and (ii) second, and only if the number of Registrable Securities to be included under clause (i) above is less than the Maximum Demand Number, the number of securities sought to be included by each other seller, PRO RATA in proportion to the Companynumber of securities sought to be sold by all such other sellers, which in the aggregate, when added to the number of securities to be included pursuant to clause (i) above, equals the Maximum Demand Number; and (iii) third, and only if the number of Registrable Securities to be included under clauses (i) and (ii) above is less than the Maximum Demand Number, the number of securities sought to be sold for the account of other Persons that the Company is obligated to register pursuant to written contractual arrangements with such Persons, pro rata in proportion to the number of securities sought to be sold by such Persons, which in the aggregate, when added to the number of securities to be included pursuant to clauses (i) and (ii) above, equals the Maximum Demand Number.

Participation in Demand Registrations. Except with the prior written consent of the Demanding InvestorJLL Partners, the Company may not include any securities to be sold for the Company’s account or for the account of other Persons that are not holders of Registrable Securities, other than the other Investor and its Affiliates, in a Demand Registration. If, in connection with a Demand Registration, any managing underwriter advises the Company and the Demanding Investor JLL Building Products that, in its opinion, the inclusion of all the Registrable Securities and, if authorized pursuant to this Article IIIIV, other securities of the Company, in each case, sought to be registered in connection with such Demand Registration would adversely affect the marketability of the Registrable Securities sought to be sold pursuant thereto, then the Company shall include in the registration statement applicable to such Demand Registration only such securities as the Company, the Demanding Investor, Company and the other Investor JLL Building Products are advised by such underwriter can be sold without such an effect (the “Maximum Demand Number”), as follows and in the following order of priority: (i) first, the number of Registrable Securities sought to be registered by the Demanding Investor, on its own behalf or on behalf of any of its Affiliates, pursuant to such Demand JLL Building Products and the number of Registrable SecuritiesOther Stockholders, if any, sought to be registered by the other Investor, on its own behalf or on behalf of any of its Affiliates, pursuant to a Demand Participation Notice; provided, however, that, in the event that the aggregate number of Registrable Securities to be sold pursuant to this clause (i) exceeds the Maximum Demand Number, then the number of Registrable Securities to be registered by each of the Demanding Investor and the other Investor shall be reduced pro rata in proportion to the number of Registrable Securities sought to be registered by each such Investor such that the total number of Registrable Securities to be registered equals the Maximum Demand NumberStockholder; and (ii) second, and only if the number of Registrable Securities to be included under clause (i) above is less than the Maximum Demand Number, the number of securities sought to be included by each other seller, pro rata in proportion to the Companynumber of securities sought to be sold by all such other sellers, which in the aggregate, when added to the number of securities to be included pursuant to clause (i) above, equals the Maximum Demand Number; and (iii) third, and only if the number of Registrable Securities to be included under clauses (i) and (ii) above is less than the Maximum Demand Number, the number of securities sought to be sold for the account of other Persons that the Company is obligated to register pursuant to written contractual arrangements with such Persons, pro rata in proportion to the number of securities sought to be sold by such Persons, which in the aggregate, when added to the number of securities to be included pursuant to clauses (i) and (ii) above, equals the Maximum Demand Number.

Participation in Demand Registrations. Except The Company shall not include any securities other than Registrable Securities in a Demand Registration, except with the prior written consent of the Demanding Investor, holders of the Company may not include any securities majority of the Registrable Securities sought to be sold for registered pursuant to such Demand Registration held by all the Company’s account or for the account of other Persons that are not holders of Registrable Securities, other than the other Investor and its Affiliates, in a Demand RegistrationDemanding holders. If, in connection with a Demand Registration, any managing underwriter (or, if such Demand Registration is not an underwritten offering, a nationally recognized independent underwriter selected by the Demanding holders of a majority of the Registrable Securities held by all the Demanding holders (which such underwriter shall be reasonably acceptable to the Company and whose fees and expenses shall be borne solely by the Company)) advises the Company and the Demanding Investor holders of a majority of the Registrable Securities held by all the Demanding holders in writing that, in its opinion, the inclusion of all the Registrable Securities and, if authorized pursuant to this Article IIIV, other securities of the Company, in each case, sought to be registered in connection with such Demand Registration would adversely affect the marketability of the Registrable Securities sought to be sold pursuant thereto, then the Company shall furnish each such Demanding holder with a copy of such opinion and a notice of the number of Registrable Securities held by such Demanding holder to be included in the registration statement and shall include in the registration statement applicable to such Demand Registration only such securities as the Company, the Demanding Investor, Company and the other Investor holders of Registrable Securities sought to be registered therein ("Demanding Sellers") are advised by such underwriter can be sold without such an effect (the “"Maximum Demand Number”"), as follows and in the following order of priority: (i) first, the number of Registrable Securities sought to be registered by the each Demanding Investor, on its own behalf or on behalf of any of its Affiliates, pursuant to such Demand and the number of Registrable Securities, if any, sought to be registered by the other Investor, on its own behalf or on behalf of any of its Affiliates, pursuant to a Demand Participation Notice; provided, however, that, in the event that the aggregate number of Registrable Securities to be sold pursuant to this clause (i) exceeds the Maximum Demand Number, then the number of Registrable Securities to be registered by each of the Demanding Investor and the other Investor shall be reduced pro rata in proportion to the number of Registrable Securities sought to be registered by each such Investor such that the total number of Registrable Securities to be registered equals the Maximum Demand Number; Seller and (ii) second, and only if the number of Registrable Securities to be included under clause (i) above is less than the Maximum Demand Number, the number of securities sought to be included by the Company, which in the aggregate, when added to the number of securities to be included pursuant to clause (i) above, equals the Maximum Demand Number; and (iii) third, and only if the number of Registrable Securities to be included under clauses (i) and (ii) above is less than the Maximum Demand Number, the number of securities sought to be sold for the account of other Persons that the Company is obligated to register pursuant to written contractual arrangements with such Persons, pro rata in proportion to the number of securities sought to be sold by such Persons, which in the aggregate, when added to the number of securities to be included pursuant to clauses (i) and (ii) above, equals the Maximum Demand Number.

Participation in Demand Registrations. Except with the prior written consent of the Demanding Investor, the The Company may shall not include any securities to be sold for the Company’s account or for the account of other Persons that are not holders of Registrable Securities, other than the other Investor and its Affiliates, Registrable Securities in a Demand Registration, except with the written consent of Stockholders participating in such Demand Registration that hold a majority of the Registrable Securities included in such Demand Registration. If, in connection with a Demand Registration, any managing underwriter (or, if such Demand Registration is not an underwritten offering, a nationally recognized independent underwriter selected by Fortress and Greenhill, reasonably acceptable to the Company, and whose fees and expenses shall be borne solely by the Company) advises the Company and the Demanding Investor Company, in writing, that, in its opinion, the inclusion of all of the Registrable Securities andsecurities, if authorized pursuant to this Article III, other including securities of the Company, in each caseCompany that are not Registrable Securities, sought to be registered in connection with such Demand Registration would adversely affect the marketability of the Registrable Securities sought to be sold pursuant thereto, then the Company shall include in the such registration statement applicable to such Demand Registration only such securities as the Company, the Demanding Investor, and the other Investor are Company is advised by such underwriter can be sold without such an adverse effect (the “"Maximum Demand Number”), ") as follows and in the following order of priority: : (i) first, the number of Registrable Securities sought to be registered by the Demanding Investor, on its own behalf or on behalf of any of its Affiliates, pursuant to such Demand and the number of Registrable Securities, if any, sought to be registered by the other Investor, on its own behalf or on behalf of any of its Affiliates, pursuant to a Demand Participation Notice; provided, however, that, in the event that the aggregate number of Registrable Securities to be sold pursuant to this clause (i) exceeds the Maximum Demand Number, then the number of Registrable Securities to be registered by each of the Demanding Investor and the other Investor shall be reduced pro rata in proportion up to the number of Registrable Securities sought requested to be registered included in such registration by each the Stockholders, which, in the opinion of the underwriter can be sold without adversely affecting the marketability of the offering, pro rata among such Investor Stockholders requesting such that registration on the total basis of the number of Registrable Securities such securities requested to be registered equals the Maximum Demand Numberincluded by such Stockholders; and (ii) second, securities the Company proposes to sell; and only if the number of Registrable Securities to be included under clause (i) above is less than the Maximum Demand Number, the number of securities sought to be included by the Company, which in the aggregate, when added to the number of securities to be included pursuant to clause (i) above, equals the Maximum Demand Number; and (iii) third, and only if all other securities of the number of Registrable Securities Company duly requested to be included under clauses (i) and (ii) above is less than the Maximum Demand Number, the number of securities sought to be sold for the account of other Persons that the Company is obligated to register pursuant to written contractual arrangements with Annex A-7 in such Personsregistration statement, pro rata in proportion to on the number basis of the amount of such other securities sought to be sold by such Persons, which in the aggregate, when added to the number of securities requested to be included pursuant to clauses (i) and (ii) above, equals or such other method determined by the Maximum Demand NumberCompany.

Participation in Demand Registrations. Except with the prior written consent of the Demanding Investor, the The Company may shall not include any securities other than Registrable Securities in a Demand Registration, except (i) for that the Company proposes to sell for its own account and (ii) with the written consent (such consent not to be sold for unreasonably withheld, delayed or conditioned) of Stockholders participating in such Demand Registration that hold a majority of the Company’s account or for the account of other Persons that are not holders of Registrable Securities, other than the other Investor and its Affiliates, Securities in a such Demand Registration. If, in connection with a Demand Registration, any the lead managing underwriter advises or co-managing underwriter(s) advise(s) the Company and the Demanding Investor Company, in writing, that, in its opinion, the inclusion of all of the Registrable Securities andsecurities, if authorized pursuant to this Article III, other including securities of the Company, in each caseCompany that are not Registrable Securities, sought to be registered in connection with such Demand Registration would adversely affect the marketability distribution of the Registrable Securities sought to be sold pursuant thereto, then the Company shall include in the such registration statement applicable to such Demand Registration only such securities as the Company, the Demanding Investor, and the other Investor are Company is advised by such underwriter underwriter(s) can be sold without such an adverse effect (the “Maximum Demand NumberAmount”), ) as follows and in the following order of priority: (i) first, the number of Registrable Securities sought requested to be registered included in such registration by the Demanding InvestorDemand Selling Stockholders up to the Maximum Amount, on its own behalf or on behalf of any of its Affiliates, pursuant to allocated pro rata among such Demand and Selling Stockholders on the basis of the number of Registrable Securities, if any, sought such securities requested to be registered included by the other Investor, on its own behalf or on behalf of any of its Affiliates, pursuant to a Demand Participation Notice; provided, however, that, in the event that the aggregate number of Registrable Securities to be sold pursuant to this clause (i) exceeds the Maximum Demand Number, then the number of Registrable Securities to be registered by each of the Demanding Investor and the other Investor shall be reduced pro rata in proportion to the number of Registrable Securities sought to be registered by each such Investor such that the total number of Registrable Securities to be registered equals the Maximum Demand Number; andStockholders; (ii) second, and only if Shares that the number of Company proposes to sell which, taken together with the Registrable Securities to be included under clause (i) above is less than the Maximum Demand Number, the number of securities sought to be included by the Company, which in the aggregate, when added to the number of securities to be included pursuant to clause (i) above, equals do not exceed the Maximum Demand NumberAmount; and (iii) third, and only if all other securities of the number of Registrable Securities Company duly requested to be included under clauses in such registration statement, pro rata on the basis of the amount of such other securities requested to be included or such other method determined by the Company, to the extent, when taken together with clause (i) and (ii) above is less than the Maximum Demand Number, the such number of securities sought to be sold for the account of other Persons that the Company is obligated to register pursuant to written contractual arrangements with such Persons, pro rata in proportion to the number of securities sought to be sold by such Persons, which in the aggregate, when added to the number of securities to be included pursuant to clauses (i) and (ii) above, equals does not exceed the Maximum Demand NumberAmount.

Participation in Demand Registrations. Except with the prior written consent of the Demanding Investor, the The Company may shall not include any securities to be sold for the Company’s account or for the account of other Persons that are not holders of Registrable Securities, other than the other Investor and its Affiliates, Registrable Securities in a Demand Registration, except with the written consent of Stockholders participating in such Demand Registration that hold a majority of the Registrable Securities included in such Demand Registration. If, in connection with a Demand Registration, any managing underwriter (or, if such Demand Registration is not an Underwritten Offering, a nationally recognized independent investment bank selected by Fortress and Greenhill or, in each case, any of its Permitted Transferees (in each case to the extent a Stockholder hereunder), reasonably acceptable to the Company, and whose fees and expenses shall be borne solely by the Company) advises the Company and the Demanding Investor Company, in writing, that, in its opinion, the inclusion of all of the Registrable Securities andsecurities, if authorized pursuant to this Article III, other including securities of the Company, in each caseCompany that are not Registrable Securities, sought to be registered in connection with such Demand Registration would adversely affect the marketability of the Registrable Securities sought to be sold pursuant thereto, then the Company shall include in the such registration statement applicable to such Demand Registration only such securities as the Company, the Demanding Investor, and the other Investor are Company is advised by such underwriter can be sold without such an adverse effect (the “Maximum Demand Number”), as follows and in the following order of priority: : (i) first, the number of Registrable Securities sought to be registered by the Demanding Investor, on its own behalf or on behalf of any of its Affiliates, pursuant to such Demand and the number of Registrable Securities, if any, sought to be registered by the other Investor, on its own behalf or on behalf of any of its Affiliates, pursuant to a Demand Participation Notice; provided, however, that, in the event that the aggregate number of Registrable Securities to be sold pursuant to this clause (i) exceeds the Maximum Demand Number, then the number of Registrable Securities to be registered by each of the Demanding Investor and the other Investor shall be reduced pro rata in proportion up to the number of Registrable Securities sought requested to be registered included in such Demand Registration by each the Stockholders, which, in the opinion of the underwriter can be sold without adversely affecting the marketability of the offering, pro rata among such Investor Stockholders requesting such that Demand Registration on the total basis of the number of Registrable Securities such securities requested to be registered equals the Maximum Demand Numberincluded by such Stockholders; and (ii) second, securities the Company proposes to sell; and only if the number of Registrable Securities to be included under clause (i) above is less than the Maximum Demand Number, the number of securities sought to be included by the Company, which in the aggregate, when added to the number of securities to be included pursuant to clause (i) above, equals the Maximum Demand Number; and (iii) third, and only if all other securities of the number of Registrable Securities Company duly requested to be included under clauses (i) and (ii) above is less than the Maximum Demand Number, the number of securities sought to be sold for the account of other Persons that the Company is obligated to register pursuant to written contractual arrangements with in such Personsregistration statement, pro rata in proportion to on the number basis of the amount of such other securities sought to be sold by such Persons, which in the aggregate, when added to the number of securities requested to be included pursuant to clauses (i) and (ii) above, equals or such other method determined by the Maximum Demand NumberCompany.

Participation in Demand Registrations. Except The Company shall not include any securities other than Registrable Securities in a Demand Registration, except with the prior written consent of the Demanding Investor, holders of the Company may not include any securities majority of the Registrable Securities sought to be sold for registered pursuant to such Demand Registration held by all the Company’s account or for the account of other Persons that are not holders of Registrable Securities, other than the other Investor and its Affiliates, in a Demand RegistrationDemanding holders. If, in connection with a Demand Registration, any managing underwriter (or, if such Demand Registration is not an underwritten offering, a nationally recognized independent underwriter selected by the Demanding holders of a majority of the Registrable Securities held by all the Demanding holders (which such underwriter shall be reasonably acceptable to the Company and whose fees and expenses shall be borne solely by the Company)) advises the Company and the Demanding Investor holders of a majority of the Registrable Securities held by all the Demanding holders that, in its opinion, the inclusion of all the Registrable Securities and, if authorized pursuant to this Article IIIparagraph, other securities of the Company, in each case, sought to be registered in connection with such Demand Registration would adversely affect the marketability of the Registrable Securities sought to be sold pursuant thereto, then (i) the Company shall include in the registration statement applicable to such Demand Registration only such securities as the Company, the Demanding Investor, Company and the other Investor holders of Registrable Securities sought to be registered therein ("Demanding Sellers") are advised by such underwriter can be sold without such an adverse effect (the “"Maximum Demand Number”"), as follows and (ii) prior to the inclusion of any securities which are not Registrable Securities requested to be included which in the following order opinion of priority: (i) firstsuch underwriters can be sold in an orderly manner within the price range of such offering, the number of all Registrable Securities sought to be registered held by the Demanding Investor, on its own behalf or on behalf of any of its Affiliates, pursuant to such Demand and the number of Registrable SecuritiesSellers are included or, if any, sought to be registered by the other Investor, on its own behalf or on behalf of any of its Affiliates, pursuant to a Demand Participation Notice; provided, however, that, in the event that the aggregate number of Registrable Securities to be sold pursuant to this clause (i) exceeds all such shares exceed the Maximum Demand Number, then a pro rata amount of such shares from each Demanding Seller based on the number amount of Registrable Securities to be registered by each of the Demanding Investor and the other Investor shall be reduced pro rata in proportion to the number of Registrable Securities sought to be registered by each such Investor such that the total number of Registrable Securities to be registered equals the Maximum Demand Number; and (ii) second, and only if the number of Registrable Securities to be included under clause (i) above is less than the Maximum Demand Number, the number of securities sought requested to be included by the Company, which in the aggregate, when added to the number of securities to be included pursuant to clause (i) above, equals the Maximum Demand Number; and (iii) third, and only if the number of Registrable Securities to be included under clauses (i) and (ii) above is less than the Maximum Demand Number, the number of securities sought to be sold for the account of other Persons that the Company is obligated to register pursuant to written contractual arrangements with each such Persons, pro rata in proportion to the number of securities sought to be sold by such Persons, which in the aggregate, when added to the number of securities to be included pursuant to clauses (i) and (ii) above, equals the Maximum Demand Numberseller.

Participation in Demand Registrations. Except The Company shall not include any securities other than Registrable Securities in a Demand Registration, except with the prior written consent of the Demanding Investor, the Company may not include any securities to be sold for the Company’s account or for the account of other Persons that are not holders of Registrable Securities, other than the other Investor and its Affiliates, in a Demand RegistrationHolder. If, in connection with a Demand Registration, any managing underwriter underwriter(s) advises the Company and the Demanding Investor Holder that, in its opinion, the inclusion of all the Registrable Securities and, if authorized pursuant to this Article IIIII, other securities of the Company, in each case, sought to be registered in connection with such Demand Registration would adversely affect the marketability of the Registrable Securities sought to be sold pursuant thereto, then the Company shall include in the registration statement applicable to such Demand Registration only such securities as the Company, Company and the Demanding Investor, and the other Investor Holder are advised by such underwriter can be sold without such an effect (the “Maximum Demand Number”), as follows and in the following order of priority: (i) first, the number of Registrable Securities sought to be registered by the Demanding Investor, on its own behalf or on behalf of any of its Affiliates, pursuant to such Demand and the number of Registrable Securities, if any, sought to be registered by the other Investor, on its own behalf or on behalf of any of its Affiliates, pursuant to a Demand Participation Notice; provided, however, that, in the event that the aggregate number of Registrable Securities to be sold pursuant to this clause (i) exceeds the Maximum Demand Number, then the number of Registrable Securities to be registered by each of the Demanding Investor Holder and the other Investor shall be reduced Founder Entity pro rata in proportion to the number of Registrable Securities securities sought to be registered sold by each such Investor such that the total number of Registrable Securities to be registered equals Demanding Holder and the Maximum Demand Numberother Founder Entity; and (ii) second, and only if the number of Registrable Securities to be included under clause (i) above is less than the Maximum Demand Number, the number of securities sought to be included by each other seller, pro rata in proportion to the Companynumber of securities sought to be sold by all such other sellers, which in the aggregate, when added to the number of securities to be included pursuant to clause (i) above, equals the Maximum Demand Number; and (iii) third, and only if the number of Registrable Securities to be included under clauses (i) and (ii) above is less than the Maximum Demand Number, the number of securities sought to be sold for the account of other Persons that the Company is obligated to register pursuant to written contractual arrangements with such Persons, pro rata in proportion to the number of securities sought to be sold by such Persons, which in the aggregate, when added to the number of securities to be included pursuant to clauses (i) and (ii) above, equals the Maximum Demand Number.

Participation in Demand Registrations. Except The Company shall not include any securities other than Registrable Securities in a Demand Registration, except with the prior written consent of the Demanding Investor, holders of the Company may not include any securities majority of the Registrable Securities sought to be sold for registered pursuant to such Demand Registration held by all the Company’s account or for the account of other Persons that are not holders of Registrable Securities, other than the other Investor and its Affiliates, in a Demand RegistrationDemanding holders. If, in connection with a Demand Registration, any managing underwriter (or, if such Demand Registration is not an underwritten offering, a nationally recognized independent underwriter selected by the Demanding holders of a majority of the Registrable Securities held by all the Demanding holders (which such underwriter shall be reasonably acceptable to the Company and whose fees and expenses shall be borne solely by the Company)) advises the Company and the Demanding Investor holders of a majority of the Registrable Securities held by all the Demanding holders that, in its opinion, the inclusion of all the Registrable Securities and, if authorized pursuant to this Article IIIparagraph, other securities of the Company, in each case, sought to be registered in connection with such Demand Registration would adversely affect the marketability of the Registrable Securities sought to be sold pursuant thereto, then the Company shall include in the registration statement applicable to such Demand Registration only such securities as the Company, the Demanding Investor, Company and the other Investor holders of Registrable Securities sought to be registered therein ("Demanding Sellers") are advised by such underwriter can be sold without such an effect (the “"Maximum Demand Number”"), as follows and in the following order of priority: (i) first, the number of Registrable Securities received pursuant to the Merger (excluding, for these purposes, Registrable Securities issued upon exercise of Warrants received pursuant to the Merger) sought to be registered by the each Demanding InvestorSeller, on its own behalf or on behalf of any of its Affiliates, pursuant to such Demand and the number of Registrable Securities, if any, sought to be registered by the other Investor, on its own behalf or on behalf of any of its Affiliates, pursuant to a Demand Participation Notice; provided, however, that, in the event that the aggregate number of Registrable Securities to be sold pursuant to this clause (i) exceeds the Maximum Demand Number, then the number of Registrable Securities to be registered by each of the Demanding Investor and the other Investor shall be reduced pro rata in proportion to the number of Registrable Securities received pursuant to the Merger sought to be registered by each such Investor such that the total number of Registrable Securities to be registered equals the Maximum Demand Numberall Demanding Sellers; and (ii) second, and only if the number of Registrable Securities to be included under clause (i) above is less than the Maximum Demand Number, the number of securities Registrable Securities received other than pursuant to the Merger (including, for these purposes, Registrable Securities issued upon exercise of Warrants received pursuant to the Merger) sought to be included registered by the Companyeach Demanding Seller, which pro rata in the aggregate, when added proportion to the number of securities Registrable Securities not received pursuant to the Merger sought to be included pursuant to clause (i) above, equals the Maximum Demand Numberregistered by all Demanding Sellers; and (iii) third, and only if the number of Registrable Securities to be included under clauses (i) and (ii) above is less than the Maximum Demand Number, the number of securities sought to be sold for the account of included by each other Persons that the Company is obligated to register pursuant to written contractual arrangements with such Personsseller, pro rata in proportion to the number of securities sought to be sold by all such Personsother sellers, which in the aggregate, when added to the number of securities to be included pursuant to clauses (i) and (ii) above, equals the Maximum Demand Number.

Participation in Demand Registrations. Except The Company Offeror shall not include any securities other than Registrable Securities in a Demand Registration, except with the prior written consent of the Demanding Investor, holders of the Company may not include any securities majority of the Registrable Securities sought to be sold for registered pursuant to such Demand Registration held by all the Company’s account or for the account of other Persons that are not holders of Registrable Securities, other than the other Investor and its Affiliates, in a Demand RegistrationDemanding Holders. If, in connection with a Demand Registration, any managing underwriter (or, if such Demand Registration is not an underwritten offering, a nationally recognized independent underwriter selected by the Demanding Holders of a majority of the Registrable Securities held by all the Demanding Holders (which such underwriter shall be reasonably acceptable to the Company Offeror and whose fees and expenses shall be borne solely by the Company Offeror)) advises the Company Offeror and the Demanding Investor Holders of a majority of the Registrable Securities held by all the Demanding Holders that, in its opinion, the inclusion of all the Registrable Securities and, if authorized pursuant to this Article IIIIX, other securities of the CompanyCompany Offeror, in each case, sought to be registered in connection with such Demand Registration would adversely affect the marketability of the Registrable Securities sought to be sold pursuant thereto, then the Company Offeror shall include in the registration statement applicable to such Demand Registration only such securities as the Company, Company Offeror and the Demanding Investor, and the other Investor Holders of Registrable Securities sought to be registered therein are advised by such underwriter can be sold without such an effect (the “Maximum Demand Number”), as follows and in the following order of priority: (i) first, the number of Registrable Securities sought to be registered by the each Demanding InvestorHolders, on its own behalf or on behalf of any of its Affiliates, pursuant to such Demand and the number of Registrable Securities, if any, sought to be registered by the other Investor, on its own behalf or on behalf of any of its Affiliates, pursuant to a Demand Participation Notice; provided, however, that, in the event that the aggregate number of Registrable Securities to be sold pursuant to this clause (i) exceeds the Maximum Demand Number, then the number of Registrable Securities to be registered by each of the Demanding Investor and the other Investor shall be reduced pro rata in proportion to the number of Registrable Securities sought to be registered by each all such Investor such that the total number of Registrable Securities to be registered equals the Maximum Demand Numbersellers; and (ii) second, and only if the number of Registrable Securities to be included under clause (i) above is less than the Maximum Demand Number, the number of securities sought to be included by each other seller, pro rata in proportion to the Companynumber of securities sought to be sold by all such other sellers, which in the aggregate, when added to the number of securities to be included pursuant to clause (i) above, equals the Maximum Demand Number; and (iii) third, and only if the number of Registrable Securities to be included under clauses (i) and (ii) above is less than the Maximum Demand Number, the number of securities sought to be sold for the account of other Persons that the Company is obligated to register pursuant to written contractual arrangements with such Persons, pro rata in proportion to the number of securities sought to be sold by such Persons, which in the aggregate, when added to the number of securities to be included pursuant to clauses (i) and (ii) above, equals the Maximum Demand Number.

Participation in Demand Registrations. Except The Company shall not include any securities other than Registrable Securities in a Demand Registration, except with the prior written consent of the Demanding Investor, holders of the Company may not include any securities majority of the Registrable Securities sought to be sold for the Company’s account or for the account of other Persons registered pursuant to such Demand Registration held by all Stockholders that are not holders of have elected to include Registrable Securities, other than the other Investor and its Affiliates, Securities in a such Demand Registration. If, in connection with a Demand Registration, any managing underwriter advises the Company and the Demanding Investor holders of the Registrable Securities that, in its opinion, the inclusion of all the Registrable Securities and, if authorized pursuant to this Article IIIparagraph, other securities of the Company, in each case, sought to be registered in connection with such Demand Registration would adversely affect the marketability of the Registrable Securities sought to be sold pursuant thereto, then (i) the Company shall include in the registration statement applicable to such Demand Registration only such securities as the Company, the Demanding Investor, Company and the other Investor holders of Registrable Securities sought to be registered therein (the "Selling Stockholders") are advised by such underwriter can be sold without such an adverse effect (the “"Maximum Demand Number”"), as follows and (ii) prior to the inclusion of any securities which are not Registrable Securities requested to be included which in the following order opinion of priority: (i) firstsuch underwriters can be sold in an orderly manner within the price range of such offering, the number of all Registrable Securities sought to be registered held by the Demanding Investor, on its own behalf or on behalf of any of its Affiliates, pursuant to such Demand and the number of Registrable SecuritiesSelling Stockholders are included or, if any, sought to be registered by the other Investor, on its own behalf or on behalf of any of its Affiliates, pursuant to a Demand Participation Notice; provided, however, that, in the event that the aggregate number of Registrable Securities to be sold pursuant to this clause (i) exceeds all such shares exceed the Maximum Demand Number, then a pro rata amount of such shares from each Selling Stockholder based on the number amount of Registrable Securities requested to be included by each such seller. If such Demand Registration is not an underwritten offering, the Demanding Holders of a majority of the Registrable Securities to be registered by each therein shall select a nationally-recognized, independent underwriter, to be subject to the approval of the Demanding Investor Company, which approval should not be unreasonably withheld or delayed to advise the Company and the other Investor shall be reduced pro rata in proportion to the number of Registrable Securities sought to be registered by each such Investor such that the total number of Registrable Securities to be registered equals Selling Stockholders concerning the Maximum Demand Number; and (ii) second, . The Company shall bear all the fees and only if expenses of such underwriter and shall be bound by such advice to the number of Registrable Securities to be included under clause (i) above is less than the Maximum Demand Number, the number of securities sought to be included by the Company, which same extent as set forth in the aggregate, when added to the number of securities to be included pursuant to clause (i) above, equals the Maximum Demand Number; and (iii) third, and only if the number of Registrable Securities to be included under clauses (i) and (ii) above is less than the Maximum Demand Number, the number of securities sought to be sold for the account of other Persons that the Company is obligated to register pursuant to written contractual arrangements with such Persons, pro rata in proportion to the number of securities sought to be sold by such Persons, which in the aggregate, when added to the number of securities to be included pursuant to clauses (i) and (ii) above, equals the Maximum Demand Numberpreceding sentence.